/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230220.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, February 20, 2023, Vol. 27, No. 50 Headlines 1716 R STREET: Gets OK to Hire McNamee Hosea as Legal Counsel 2340 ND CORP: Brooklyn Property Files for Chapter 11 Bankruptcy 29 NORTH MAIN: U.S. Trustee, U.S. Bank Object to Plan Outline 3 WISEMEN: Court OKs Interim Collateral Access 3333 ALPHARETTA: Capital One Says Disclosure Statement Deficient 4TH AVENUE APARTMENTS: Taps Valbridge Property as Appraiser 5280 AURARIA: In Talks With DB Auraria on Plan & Disclosures ADTALEM GLOBAL: S&P Ups ICR to 'BB' on Voluntary Debt Repayment AGOGIE INC: Case Summary & 20 Largest Unsecured Creditors ALL WAYS CONCRETE: Case Summary & 18 Unsecured Creditors ALTOSGROUPS LLC: Continued Operation, Causes of Action to Fund Plan AMAZING ENERGY: Proposes Immaterial Modifications to Plan ANACK TRANSPORTATION: Case Summary & 17 Unsecured Creditors API HOLDING III: PennantPark Floating Marks $5.7M Loan at 21% Off AQUA SHIELD: Amends Administrative Claims Pay Details ARIAN MOWLAVI: No Patient Complaints, 4th PCO Report Says ARUZE GAMING: Court OKs Cash Collateral Access Thru Feb 22 ATLAS PURCHASER: PennantPark Investment Marks $25M Loan at 22% Off AUTHENTIC HOSPITALITY: Case Summary & 19 Unsecured Creditors AVAYA HOLDINGS: Alkeon No Longer Owns Common Shares as of Dec. 31 AVAYA HOLDINGS: Capital World No Longer Owns Common Shares AVAYA INC: $200M Bank Debt Trades at 74% Discount AVAYA INC: Non-Holdco Unsecureds be Paid in Full or be Reinstated AZURE DEVELOPMENT: Case Summary & One Unsecured Creditor BALTIMORE HARLEM: Unsecureds Will Get 65% of Claims in Plan BANYAN CAY MEZZANINE: Voluntary Chapter 11 Case Summary BARTECH GROUP: Court OKs Cash Collateral Access Thru March 3 BEAM & COMPANY: Court OKs Interim Cash Collateral Access BEATO AUTO SALES: Seeks Cash Collateral Access BELLAIRE IN SPRING: Senior Living Facility Owner Files Chapter 11 BETTER NUTRITIONALS: Seeks to Hire Stursberg as Corporate Counsel BETTER NUTRITIONALS: Taps Folkenflik & McGerity as Special Counsel BETTER NUTRITIONALS: Taps Tanton Consulting Group as Tax Consultant BIG VILLAGE: Files for Chapter 11 Bankruptcy BREAKFORM RESIDENTIAL: Court OKs Interim Cash Collateral Access BURNS ASSET: March 15 Plan Confirmation Hearing Set C&L DINERS: Court OKs Interim Cash Collateral Access CALUMET PAINT: Gets Cash Collateral Access Thru May 31 CC HILLCREST: Court OKs Interim Access to Cash Collateral CEDAR FAIR LP: ING Groep N.V. Has 5.15% Stake as of Nov. 2 CEDAR FAIR: Lenders Push Back Revolving Loan Termination Date CELSIUS NETWORK: Asks Court for Plan Deadline Extension CERTARA HOLDCO: S&P Alters Outlook to Positive, Affirms 'B+' ICR CHASE CUSTOM: Seeks $1.5MM DIP Loan From Androscoggin and Machias CHRISTONE DISTRIBUTION: Taps Ballstaedt Law Firm as Counsel CINEWORLD GROUP: Lenders Pitch Debt-for-Equity Plan CITY LIVING KC: Debtor to Serve as Disbursing Agent in Plan CLOVIS ONCOLOGY: Committee Hires Jefferies LLC as Investment Banker CLOVIS ONCOLOGY: Committee Taps A&M as Financial Advisor CLOVIS ONCOLOGY: Committee Taps Morrison & Foerster as Lead Counsel CLOVIS ONCOLOGY: Committee Taps Potter Anderson as Delaware Counsel CM RESORT: April 5 Plan Confirmation Hearing Set COLUMBIA ASTHMA: U.S. Trustee Appoints Tamar Terzian as PCO CONSTELLATION AUTOMOTIVE: GBP325M Bank Debt Trades at 47% Discount CONVERGEONE HOLDINGS: $275M Bank Debt Trades at 50% Discount DACO CONSTRUCTION: Non-Insider Unsecureds to Get 15% Under Plan DAMON CAPITAL: TX Building Owner Hits Chapter 11 Bankruptcy DCIJ BEE HIVE: No Resident Complaints, PCO Report Says DERMARITES INDUSTRIES: PennantPark Investment Says Loan at 40% Off DIAMOND SPORTS: Bally Sports Owner to Miss Interest Payment DIOCESE OF NORWICH: Fires Epiq After Release of Victim IDs DIOCESE OF SAN DIEGO: Reportedly Considering Bankruptcy Filing DIVERSIFIED HEALTHCARE: S&P Cuts ICR to 'CCC+', Outlook Negative DMD SERVICES INC: Hires Law Offices of Timothy Zearfoss as Counsel ELK SERVICES: Files Emergency Bid to Use Cash Collateral ENTEGRIS INC: S&P Downgrades ICR to 'BB', Outlook Stable EQUINOX HOLDINGS: $1.02B Bank Debt Trades at 16% Discount EQUINOX HOLDINGS: $150M Bank Debt Trades at 16% Discount ESSI LLC: Anticipates Having Sufficient Funds to Pay Unsecureds EYECARE PARTNERS: $300M Bank Debt Trades at 17% Discount FAST RADIUS: U.S. Trustee Seeks Revision to Exculpated Parties FELIX BRACE: Unsecured Creditors to Get Nothing in Plan FLUOROTEK USA: Court Approves Disclosure Statement FREE SPEECH: Wins Interim Cash Collateral Access FTX TRADING: Texas Supports Bid to Appoint Examiner GABHALTAIS TEAGHLAIGH: In Talks With Unsecureds on 50% Payout GARCIA GRAIN: Case Summary & 20 Largest Unsecured Creditors GENWORTH FINANCIAL: S&P Raises LT ICR to 'BB-', Outlook Stable GIBSON BRANDS: $300M Bank Debt Trades at 19% Discount GOLDEN Z: Voluntary Chapter 11 Case Summary GUNTHER CHARTERS: Gets OK to Hire Weiss Law Group as Co-Counsel HELIX FITNESS: Court OKs Cash Collateral Access Thru April 5 HERITAGE POWER: Wins Final OK on Cash Collateral Use HI-POINT CONSTRUCTION: Bid to Use Cash Collateral Denied HOLLEY INC: $600M Bank Debt Trades at 17% Discount ICON PARTNERS: PennantPark Investment Marks $1.9M Loan at 33% Off INDEPENDENT PET: Loyal Companion to Close 14 Stores in Maryland INDUSTRIAL CONVEYORS: Files Bare-Bones Chapter 11 Petition INFOGROUP INC: $250M Bank Debt Trades at 17% Discount INNERLINE ENGINEERING: Wins Cash Collateral Access Thru June 30 INSTANT BRANDS: $450M Bank Debt Trades at 44% Discount IRONWOOD FINANCIAL: Wins Cash Collateral Access Thru April 18 J&B EXPRESS: Trucking Business Files in Wisconsin JDI DATA: Case Summary & 20 Largest Unsecured Creditors JORGABY FREIGHT: Unsecureds to Get Paid From Disposable Income KURNCZ FARMS: Amends Unsecured Claims Pay Details LADO ENTERPRISES: April 18 Plan & Disclosure Hearing Set LAKELAND TOURS: $200M Bank Debt Trades at 16% Discount LAZY J. RANCH: Kelly M. Hagan Named Subchapter V Trustee LTI FLEXIBLE: $142M Bank Debt Trades at 17% Discount LUCKY BUCKS: PennantPark Floating Marks $4.2M Loan at 43% Off MATCON CONSTRUCTION: Hires Underwood Murray as Counsel MEDLY HEALTH: Core Assets Acquired by Walgreens MILLER'S QUALITY MEATS: Wins Cash Collateral Access Thru March 31 MURPHY OIL: Fitch Affirms LongTerm IDR at 'BB+', Outlook Stable NATIONAL PHARMACY: Case Summary & 20 Largest Unsecured Creditors NATIVE ENGINEERS: Court OKs Cash Collateral Use Thru March 1 NAUTICAL SOLUTIONS: Wins Final OK on Cash Collateral Access NAUTILUS POWER: S&P Places 'B' Sec. Debt Rating on Watch Negative NB HOTELS: Unsecureds Will be Paid in Full Within 84 Months NEP GROUP: $240M Bank Debt Trades at 18% Discount NEUROEM THERAPEUTICS: Owner Seeks Bankruptcy Protection in Florida NEW CONSTELLIS: $150M Bank Debt Trades at 49% Discount NEWAGE INC: Feb. 24 Hearing on Disclosures and Plan NEWTON CONSTRUCTION: Court OKs Interim Cash Collateral Access NMI HOLDINGS: S&P Alters Outlook to Stable, Affirms 'BB' ICR NORMANDIE LOFTS: Has Deal on Cash Collateral Access NORTHWEST SENIOR: No Resident Care Concerns, 5th PCO Report Says NS FOA: Seeks to Use SBA's Cash Collateral NUMERICAL CONTROL: Wins Final OK on Cash Collateral Access OUTPUT SERVICES: PennantPark Floating Marks $4.8 Loan at 25% Off PIEDMONT DRAGWAY: Files Emergency Bid to Use Cash Collateral POWER STOP: $395M Bank Debt Trades at 29% Discount PROPERTY HOLDERS: Seeks Cash Collateral Access PUERTO RICO: Fiscal Board Files $4.3 Bil. PREPA Reorganization Plan PUG LLC: $1.70B Bank Debt Trades at 20% Discount REFRESH20 WATER: Files Emergency Bid to Use Cash Collateral REMODEL 615: Court OKs Interim Cash Collateral Access RESEARCH NOW: PennantPark Floating Marks $17M Loan at 26% Off RESEARCH NOW: PennantPark Marks $126,000 Loan at 26% Off RESIDENCES AT OVATION: Case Summary & Seven Unsecured Creditors REVLON INC: Hearing on Exclusivity Extension Set for Feb. 21 RICHMOND HOSPITALITY: Shaughnessy Says Plan Patently Unconfirmable RIOME PLUMBING: Unsecureds Owed $333K to Get $10K in Plan ROCKWOOD MUSIC: Files Subchapter V Case RYERSON HOLDING: Fitch Hikes LongTerm IDR to 'BB', Outlook Stable SABRE CORP: S&P Cuts ICR to 'B-' on Prolonged Air Travel Recovery SCF LLC: Hearing on Exclusivity Extension Set for Feb. 23 SCHIERHOLZ AND ASSOCIATES: Gets OK to Hire Wadsworth as Counsel SENECAL CONSTRUCTION: Files Emergency Bid to Use Cash Collateral SPECTACULAR SOLAR: Unsecureds Will Get 21% of Claims in Plan STIMWAVE TECHNOLOGIES: Court Approves Disclosure Statement TAAT INTERNATIONAL: Case Summary & 12 Unsecured Creditors TALOS ENERGY: Fitch Hikes LongTerm IDR to 'B', Outlook Stable TAMPA HYDE PARK CAFE: Starts Subchapter V Proceeding TCN LIBERTY: Capital Contribution to Fund Plan Payments TECHNICAL ORDNANCE: Court OKs Interim Cash Collateral Access TESSEMAE'S LLC: Court OKs DIP Loan from Tesse Fund TEXAS CORE: Files Emergency Bid to Use Cash Collateral TGPC PROPERTIES: Court OKs Interim Cash Collateral Access THB CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors THOMPSON MILLWORK: Wins Cash Collateral Access Thru Feb 22 TRICIDA INC: Gets OK to Hire Kurtzman as Administrative Advisor TRICIDA INC: Gets OK to Hire Sidley Austin as Legal Counsel TRICIDA INC: Gets OK to Hire Young Conaway Stargatt as Co-Counsel TRICIDA INC: Taps Miller Buckfire & Co. as Investment Banker TRICIDA INC: Taps SierraConstellation as Financial Advisor TRUGREEN LP: $275M Bank Debt Trades at 28% Discount TUESDAY MORNING: Feb. 22 Deadline Set for Panel Questionnaires TURNER OAKWOOD: April 3 Plan Confirmation Hearing Set UBER TECHNOLOGIES: S&P Raises ICR to 'B+', Outlook Positive VANTAGE DRILLING: S&P Places 'CCC' ICR on CreditWatch Positive VECTRA CO: $140M Bank Debt Trades at 41% Discount VOYAGER DIGITAL: Michelle DiVita Seeks Ch. 11 Trustee Appointment WALKER EDISON: PennantPark Floating Marks $12.6M Loan at 49% Off WALKER EDISON: PennantPark Investment Marks $25M Loan at 49% Off WILLIAM HOLDINGS: Court OKs Deal on Cash Collateral Access WINDOW SELECT: Case Summary & 20 Largest Unsecured Creditors WPI WATER RESOURCES: Starts Subchapter V Bankruptcy Process WPI WATER: David Sousa Named Subchapter V Trustee XTRA INCORPORATED: Seeks to Hire Nathan Phillips as Manager YAK ACCESS: $680M Bank Debt Trades at 55% Discount ZAYO GROUP: $4.96B Bank Debt Trades at 17% Discount [^] BOND PRICING: For the Week from February 13 to 17, 2023 ********* 1716 R STREET: Gets OK to Hire McNamee Hosea as Legal Counsel ------------------------------------------------------------- 1716 R Street Flats, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the District of Columbia to employ McNamee Hosea, P.A. as legal counsel. The firm's services include: (a) providing the Debtor with legal advice regarding its powers and duties in the operation of its business and management of its property; (b) preparing legal papers and appearing in proceedings instituted by or against the Debtor; (c) assisting the Debtor in the process of confirmation of a Chapter 11 plan and approval of a disclosure statement; (d) assisting the Debtor in other legal matters; and (e) other necessary legal services related to the Debtor's Chapter 11 case. McNamee Hosea will be paid at these rates: Janet M. Nesse $525 per hour Justin P. Fasano $400 per hour The firm received a $55,000 retainer from the Debtors. The Debtors have agreed to provide a supplemental retainer of $25,000 to the firm by Feb. 28. As disclosed in court filings, McNamee Hosea is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Janet M. Nesse, Esq. Justin P. Fasano, Esq. McNamee Hosea, P.A. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Phone: 301-441-2420 Email: jnesse@mhlawyers.com jfasano@mhlawyers.com About 1716 R Street Flats 1716 R Street Flats, LLC and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.D.C. Lead Case No. 23-00017) on Jan. 16, 2023. In the petition signed by Richard Cunningham, managing member, 1716 R Street Flats disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Elizabeth L. Gunn oversees the cases. McNamee Hosea, PA, represents the Debtor as legal counsel. 2340 ND CORP: Brooklyn Property Files for Chapter 11 Bankruptcy --------------------------------------------------------------- 2340 ND Corp. filed for chapter 11 protection in the Eastern District of New York. The Debtor says it will require a firm statement from creditors as to the amounts due to them on their claims in order to confirm a plan of reorganization. Accordingly, the Debtor filed a motion asking the Court to fix a bar bade by which the holders of any and all claims may file proofs of claim or requests for payment in these proceedings or be forever barred, from voting or receiving distribution in connection with said claims or requests. The Debtor says that the property at 2340 National Drive, Brooklyn, New York, is worth $1,600,000. Secured creditor US Bank NA is owed $900,000, backed by a mortgage on the Debtor's property. 2340 ND Corp. estimates total debt of $931,124 to 49 creditors. The petition states that funds will not be available to unsecured creditors. A teleconference meeting of creditors under 11 U.S.C. Section 341(a) is slated for March 13, 2023 at 1:45 9.m. About 2340 ND Corp. 2340 ND Corp. is primarily engaged in activities related to real estate. The Debtor owns in fee simple title a real property located at 2340 National Drive, Brooklyn, New York valued at $1.6 million. 2340 ND Corp. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-40412) on Feb. 7, 2023. In the petition filed by Eugene Burshtein, as president and owner, the Debtor scheduled total assets of $1,600,000 and total liabilities of $931,124. The case is overseen by Honorable Bankruptcy Judge Nancy Hershey Lord. The Debtor is represented by: Bruce Weiner, Esq. ROSENBERG MUSSO & WEINER, LLP 26 Court Street Suite 2211 Brooklyn, NY 11242 Tel: 718-855-6840 Fax: 718-625-1966 Email: courts@nybankruptcy.net 29 NORTH MAIN: U.S. Trustee, U.S. Bank Object to Plan Outline ------------------------------------------------------------- Creditor U.S. Bank National Association, as Trustee for Velocity Commercial Capital Loan Trust 2019-2, submitted an objection to the Adequacy of the Information in the 29 North Main, LLC's Disclosure Statement and Preliminary Objection to the Debtor's Plan of Reorganization. Velocity adopts and supports the arguments set forth in the filings of the United States Trustee dated February 8, 2023. William K. Harrington, the United States Trustee for Region 2, objects to the adequacy of the information contained in 29 North Main LLC's initial Disclosure Statement and objects preliminarily to the confirmation of Debtor's initial Plan of Reorganization. United States Trustee points out that Debtor's Disclosure Statement does not contain adequate information. In the case of the Debtor's proposed Disclosure Statement, the Debtor has omitted that information which would best support the feasibility of its Plan, such as the financial information of the Debtor historically, the current ability of insider parties to fulfill "promises" (albeit undefined) to funding the Plan, how those insider parties may be forced to keep those promises, and further defining the extent of those "promises." A Chapter 11 plan of reorganization is not a vehicle to advance hidden agendas or undisclosed "promises" by third-parties whose financial ability to fulfill those "promises" can only be "articles of faith" and which may very well prove illusory. In addition, the United States Trustee challenges that the Debtor's Plan was proposed in good faith as it is fundamentally unfair to non-related parties by not providing insider financial information supporting the feasibility of Debtor's Plan or provide historical financial data to allow the creditor body, the United States Trustee and the Court to objectively judge the feasibility of Debtor's Plan. Moreover, the United States Trustee claims that the Plan fails to satisfy the feasibility requirements under 1129(a)(11). Under its Plan, the Debtor proposes that its rental income, largely derived from an insider tenant, will be sufficient to fund the Plan; however, the Debtor provides almost no historical financial data to support this assertion. Further, recognizing that the Plan's feasibility is questionable at best, the Debtor offers an undefined "backstop" from its principal and its insider tenant neither of which provides any objective assurance that either or both are financial stable enough to provide that "undefined" backstop for Plan payments should the Debtor fail to make those payments. 'Lastly, there is no mechanism in the Plan to enforce the "undefined" backstop financing which the Debtor's insiders hint at being able to provide without proof of ability or binding themselves to providing it for the benefit of Debtor's creditors. According to th U.S. Trustee, the Debtor has not made a sufficient showing that its Plan is feasible and that the Plan provisions can or will be carried out. The non-existent history of the Debtor's finances, the failure to establish its insider commercial and residential leases are at or near market-rate, the failure of Debtor to provide financial data concerning its insider "backstops" or their legally-enforceable clearly-defined commitment to the proposed Plan supports the United States Trustee's concern as to feasibility. Attorneys for U.S. Bank National Association, As Trustee for Velocity Commercial Capital Loan Trust 2019-2: James R. Byrne, Esq. Federal Bar No. ct14632 UPDIKE, KELLY & SPELLACY, P.C. 225 Asylum Street, 20th Floor Hartford, CT 06103 Tel: (860) 548-2683 Fax: (860) 548-2680 E-mail: jbyrne@uks.com About 29 North Main 29 North Main, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 22-30642) on Oct. 11, 2022, with up to $500,000 in both assets and liabilities. Stuart H. Caplan, Esq., at the Law Offices of Neil Crane, LLC represents the Debtor as counsel. 3 WISEMEN: Court OKs Interim Collateral Access ---------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania authorized The 3 Wisemen LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. As previously reported by the Troubled Company Reporter, there are seven UCC Financing Statements filed with the State of Pennsylvania with respect to the assets of the Debtor that have not been terminated. The seven recorded UCC Financing Statements with respect to the Debtor's assets, in order of their recording, are: a) File Number 2019062101684 filed on June 21, 2019 by Yes Leasing. The Debtor's counsel believes that Yes Leasing has a security interest in specific machinery and equipment of the Debtor, does not have a blanket UCC on the assets of the Debtor, and does not have a valid lien position on the cash collateral of the Debtor. The Debtor was unable to obtain a copy of the actual UCC-1 filing with the Department of State. b) File Number 2019062701422 filed on June 27, 2019 by Yes Leasing. The Debtor's counsel believes that Yes Leasing has a security interest in specific machinery and equipment of the Debtor, does not have a blanket UCC on the assets of the Debtor, and does not have a valid lien position on the cash collateral of the Debtor. The Debtor was unable to obtain a copy of the actual UCC-1 filing with the Department of State. c) File Number 2019102800170 filed on October 28, 2019 by Yes Leasing. The Debtor's counsel believes that Yes Leasing has a security interest in specific machinery and equipment of the Debtor, does not have a blanket UCC on the assets of the Debtor, and does not have a valid lien position on the cash collateral of the Debtor. The Debtor was unable to obtain a copy of the actual UCC-1 filing with the Department of State. d) File Number 2019121900462 filed on December 19, 2019 by C T Corporation System, as Representative. The Debtor's counsel believes that C T Corporation System, as Representative is an agent for one of the Debtor's current or former creditors but no actual creditor is listed on the UCC Financing Statement and it is impossible to determine which creditor this UCC Financing Statement refers to. e) File Number 2020022101505 filed on February 21, 2020 by Corporation Service Company, as Representative. The Debtor's counsel believes that Corporation Service Company, as Representative is an agent for one of the Debtor's current or former creditors but no actual creditor is listed on the UCC Financing Statement and it is impossible to determine which creditor this UCC Financing Statement refers to. e) File Number 2022010400248 filed on January 4, 2022 by Corporation Service Company, as Representative. The Debtor's counsel believes that Corporation Service Company, as Representative is an agent for one of the Debtor's current or former creditors but no actual creditor is listed on the UCC Financing Statement and it is impossible to determine which creditor this UCC Financing Statement refers to. f) File Number 2022100601372 filed October 6, 2022 by Corporation Service Company, as Representative. The Debtor's counsel believes that Corporation Service Company, as Representative is an agent for one of the Debtor's current or former creditors but no actual creditor is listed on the UCC Financing Statement and it is impossible to determine which creditor this UCC Financing Statement refers to. The Court said the pre-petition liens of any creditor with a valid and perfected interest in cash collateral will continue post-petition but said liens will not be greater post-petition than the value of their lien at the inception of the Chapter 11 case. A copy of the order is available at https://bit.ly/3Ix91gH from PacerMonitor.com. About The 3 Wisemen LLC The 3 Wisemen LLC provides tree removal services in Western Pennsylvania. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-22565) on 22-22565 on December 30, 2022. In the petition signed by Rhonda L. Weber, member, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Judge Carlota M. Bohm oversees the case. Christopher M. Frye, Esq., at Steidl & Steinberg, P.C., is the Debtor's legal counsel. 3333 ALPHARETTA: Capital One Says Disclosure Statement Deficient ---------------------------------------------------------------- Capital One, National Association, as agent and lender under the Loan Agreement objects to approval of the Disclosure Statement for Plan of Reorganization proposed by 3333 Alpharetta Lifehope 10 Acre Land, LLC. The Debtor owns a medical office building in Alpharetta, Georgia, but leases the underlying real property pursuant to a long-term ground lease. The Debtor's assets are encumbered by liens held by Capital One as security for a loan with a balance of more than $31 million. Under its Plan, the Debtor proposes to sell its interests in the Property to the proposed Buyer, and use the sale proceeds to fund its Plan payments and distributions. The Plan is premised entirely upon the closing of this sale with a cash purchase price of $39.5 million under the terms and conditions of the PSA attached to the Disclosure Statement. If this sale is illusory or cannot be closed as contemplated in the Plan, the entire Plan is fatally flawed and further proceedings regarding the Disclosure Statement and Plan are wasteful and pointless. Capital One claims that despite the fundamental importance of the Proposed Sale to the Plan, however, the Disclosure Statement lacks critical information regarding the proposed sale and other points that are necessary for interested parties to evaluate the Plan. The Disclosure Statement also describes a Plan that is facially unconfirmable. Capital One asserts that the informational deficiencies of the Disclosure Statement are substantial. The Plan is dependent upon cash received from the closing of the Proposed Sale of the Property to the proposed Buyer. The Buyer is a newly formed entity whose membership apparently is not yet certain, other than the primary principal of the Buyer (Brian McCoy) is a close business associate of Mr. Honan. The relationship(s) between Mr. McCoy and Mr. Honan is not discussed in the Disclosure Statement. Capital One further asserts that the Disclosure Statement also does not contain adequate information regarding the structure and owner of the Buyer, the financial strength of the Buyer, the status and nature of contingencies to the Proposed Sale, the contingencies relating to the Buyer's ability to obtain financing to close the Proposed Sale or to make debt service payments on that financing going forward, or the status of negotiations, if any, with the Ground Lessor regarding the assumption and assignment of the Ground Lease, including with respect to cure obligations. Moreover, recent events bring the legitimacy of the Proposed Sale into question. One of the proposed buyers in the Highpoint sale was an entity controlled by Mr. McCoy (the principal of the proposed Buyer under the Debtor's Plan). The proposed buyers (including the McCoy Entity) refused to comply with Judge Parker's order requiring a cash earnest money deposit, and it became clear that neither buyer had taken any meaningful steps toward closing the sale. In addition, the Proposed Sale in this case is contingent on the Buyer obtaining financing for 100% of the $39.5 million sale price. However, the financing term sheet from the Buyer's proposed lender (which was produced by the Debtor) includes terms and conditions that almost certainly cannot be met. None of these terms, or how the Debtor or Buyer will satisfy same, are disclosed or discussed in the Disclosure Statement. In short, the Debtor and its proposed Buyer have presented essentially no meaningful information regarding the Proposed Sale, or whether there is any realistic ability and willingness of the Buyer and Debtor to close same. A full-text copy of Capital One's objection dated February 14, 2023 is available at https://bit.ly/3XCQN1n from PacerMonitor.com at no charge. Attorneys for Capital One: John A. Harris, Esq. Robert P. Harris, Esq. QUARLES & BRADY LLP One Renaissance Square Two North Central Avenue Phoenix, Arizona 85004-2391 Telephone: (602) 229-5200 -and- BALCH & BINGHAM LLP Walter E. Jones, Esq. Patrick Silloway, Esq. 30 Ivan Allen Jr. Blvd. N.W., Suite 700 Atlanta, Georgia 30308 Telephone: (404) 261-6020 Facsimile: (404) 261-3656 About 3333 Alpharetta Lifehope 10 Acre Land 3333 Alpharetta Lifehope 10 Acre Land, LLC is a Georgia-based company that owns a commercial rental property located at 3333 Old Milton Parkway, Alpharetta, Georgia 30005. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-57594) on Sept. 23, 2022. In the petition signed by its designated manager, Scott C. Honan, the Debtor disclosed up to $100 million in assets and up to $50 million in liabilities. Judge Lisa Ritchey Craig oversees the case. William A. Rountree, Esq., at Rountree Leitman Klein & Geer, LLC, serves as the Debtor's counsel. 4TH AVENUE APARTMENTS: Taps Valbridge Property as Appraiser ----------------------------------------------------------- 4th Avenue Apartments, LLC received approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Valbridge Property Advisors, Inc. to conduct an appraisal of its property located at 2300 4th Ave., Phenix City, Ala. The firm will be paid a fixed fee of $4,600 for the valuation of the property, and $1,200 for the preparation of appraisal report. The rate for any additional work is $250 per hour. As disclosed in court filings, Valbridge is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: John E. Hall, III Valbridge Property Advisors, Inc. 4732 Woodmere Boulevard Montgomery, AL 36106 Tel: (334) 277-5077 Fax: (334) 277-5078 Email: jhall@valbridge.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, with $1 million to $10 million in both assets and liabilities. Samuels F. Sells, manager, signed the petition. Judge Craig A. Gargotta oversees the case. The Debtor tapped Parkins & Rubio, LLP as legal counsel and RSM US, LLP as accountant. 5280 AURARIA: In Talks With DB Auraria on Plan & Disclosures ------------------------------------------------------------ 5280 Auraria, LLC, moves the Court for entry of an order continuing the deadlines related to the hearing on the Debtor's Disclosure Statement currently scheduled for February 23, 2023, at 1:30 p.m. I 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. At this time, the parties still wish to proceed with the Disclosure Statement Hearing on February 23, 2023, but need additional time to prepare and comment on a revised Disclosure Statement prior to the hearing. Accordingly, the Debtor requests that the Court continue the following deadlines in connection with the Disclosure Statement Hearing: (i) the Circulation Deadline to February 15, 2023; (ii) the Filing Deadline to February 17, 2023; and (iii) the Objection Deadline to on or about February 21, 2023. The Debtor discussed the relief requested in this motion with the counsel for DB Auraria, LLC and the Office of the United States Trustee, who do not oppose the relief requested herein. 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. ADTALEM GLOBAL: S&P Ups ICR to 'BB' on Voluntary Debt Repayment --------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Adtalem Global Education Inc. to 'BB' from 'BB-'. S&P's stable outlook reflects its expectation that the company can begin to reverse negative enrollment trends toward the end of fiscal 2023, and that leverage will remain below 3x over the next several years. S&P said, "The 'BB' rating and stable outlook reflect our expectation that Adtalem's will sustain lease-adjusted leverage below 3x over the next several years. Adtalem has a history of a relatively conservative financial policy. Accordingly, we expect leverage will be in the mid-2x area in fiscal 2023 despite announced share buybacks and lower-than-expected revenues. Adtalem has repaid a total of $941.7 million of debt since the 2022 divestiture of its financial services segment, including $151 million of voluntary debt repayments in the first half of fiscal 2023. Management set its own adjusted leverage target of under 2x and the company's reported leverage was 1.4x at the end of its second half of fiscal 2023. Including S&P Global Ratings' lease adjustments, leverage was 2.8x at the end of the company's second quarter of fiscal 2022. We expect the company will fund further share buybacks largely from free cash flow. Our base-case forecast incorporates margin improvement to mid-20% in fiscal 2023, and further improvement in 2024 from 21.6% in fiscal 2022. "Recent enrollment declines in the company's post-licensure medical programs could create pressure on revenue, EBITDA margin, and cash flow if they persist longer than we expect. Adtalem reported enrollment in its Chamberlain and Walden segments are down compared with the same period in its fiscal 2022 due to headwinds in post-licensure medical programs. The company has reported several quarters of these trends, but they appear to be reversing now, and we expect sequential improvement in enrollments over the next several quarters. "Our stable outlook reflects our expectations that Adtalem will begin to reverse negative enrollment trends towards the end of its fiscal 2023, and that leverage will remain in the 2-3x area over the next several years." S&P could revise its outlook or lower its rating if it believes Adtalem will sustain S&P Global Ratings' lease-adjusted leverage above 3x. This could occur if: -- The company completes additional debt-funded acquisitions or shareholder returns; or -- Negative enrollment trends accelerate in a manner that results in significant decreases in revenue and EBITDA. S&P said, "We could raise our rating if the company meaningfully broadens its scale of operations and further reduces its reliance on government-assisted funding sources. We would also need to be confident that Adtalem can sustain leverage below 2x with adequate cushion to accommodate share buybacks." ESG credit indicators: E-2, S-2, G-2 S&P said, "ESG factors have no material influence on our credit rating analysis of Adtalem. While the COVID-19 pandemic disrupted the company's in-person classes, the company rapidly switched to online coursework, offsetting these disruptions enough that we do not consider health and safety factors a material risk factor in our credit analysis." AGOGIE INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Agogie, Inc. f/k/a Agogie, LLC 7839 Stanford Avenue Saint Louis, MO 63130 Business Description: Agogie designs and manufactures resistance integrated clothing for the sports performance, fitness, and athleisure industries. Chapter 11 Petition Date: February 17, 2023 Court: United States Bankruptcy Court District of Delaware Case No.: 23-10215 Debtor's Counsel: Jenny R. Kasen, Esq. KASEN & KASEN, P.C. 1213 N. King St. Suite 2 Wilmington, DE 19801 Tel: 302-652-3300 Fax: 856-424-7565 Email: jkasen@kasenlaw.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Aaron J. Mottern as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/J7DISWI/Agogie_Inc__debke-23-10215__0001.0.pdf?mcid=tGE4TAMA ALL WAYS CONCRETE: Case Summary & 18 Unsecured Creditors -------------------------------------------------------- Debtor: All Ways Concrete Pumping, LLC 2682 Turnpike Road Auburn, NY 13021 Business Description: All Ways Concrete is a family owned and operated concrete pump company. Chapter 11 Petition Date: February 17, 2023 Court: United States Bankruptcy Court Northern District of New York Case No.: 23-30069 Judge: Hon. Wendy A. Kinsella Debtor's Counsel: Stephen A. Donato, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, NY 13202 Tel: (315) 218-8000 Email: sdonato@bsk.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Diana L. Sroka as president, manager, and member. A full-text copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XOVUVLQ/All_Ways_Concrete_Pumping_LLC__nynbke-23-30069__0001.0.pdf?mcid=tGE4TAMA ALTOSGROUPS LLC: Continued Operation, Causes of Action to Fund Plan ------------------------------------------------------------------- AltosGroups, LLC (Florida) ("Altos-FL") and AltosGroups, LLC (North Carolina) ("Altos-NC") filed with the U.S. Bankruptcy Court for the Middle District of Florida a Joint Disclosure Statement describing Joint Plan of Reorganization dated February 16, 2023. Altos-FL operates as a financial services firm, which focuses on construction and development loan origination in the United States. Altos-FL is owned and controlled by Mr. David Ingram, its sole managing member who has over 35 years of experience in the financial services and real estate development industry. On August 22, 2018, Mr. Ingram formed a Delaware limited liability company under the name of Altos-NC and registered the company to do business in North Carolina, where Mr. Ingram intended to continue the business of originating and servicing real estate development loans for investment funds. All Claims against the Debtors shall be classified and treated pursuant to the terms of the Plan. The Plan designates 8 Classes of Claims and Interests. The Plan provides the respective Holders of Allowed Administrative Claims, Allowed Priority Claims, and Allowed Priority Tax Claims, if any, will be paid in full on the Effective Date or in accordance with the treatment specified herein. The Plan further provides that Holders of Allowed Claims will receive full or partial payment from: (1) the Debtors' continued operations; (2) cash proceeds from collateral sources, and/or (3) the net proceeds recovered from Causes of Action. Class 3 consists of the Allowed Unsecured Claim of Maumee Point, LLC against the Debtors. In full and final satisfaction of the Allowed Class 3 Claim, Maumee shall receive: (i) cash funds in the amount of $229,474.08 on the Effective Date, minus the costs payable to the Office of the United States Trustee on account of such disbursement; (ii) annual payments under a Cash Flow Note issued to Maumee on the Effective Date; and (iii) a pro rata share of 50% of the net proceeds of any Causes of Action after payment of all administrative expenses and post-Effective Date professional fees and costs as approved by the Court in accordance with Local Rule 2016-1. The Cash Flow Note will require annual payments for 5 years after the Effective Date equal to fifty percent (50%) of any surplus of the Reorganized Debtor's actual cash balance above the ending cash balance on the Financial Projections (to be filed), which payments shall be distributed pro rata to all Cash Flow Note Holders. In addition, the Class 3 Claimholder shall receive a pro rata share of 50% of the net proceeds of any Causes of Action after payment of all administrative expenses and post-Effective Date professional fees and costs. Class 4 consists of the Allowed Unsecured Claims of A&B Kanab Hotels, LLC against the Debtors. In full and final satisfaction of the Allowed Class 2 Claim, A&B Kanab shall receive: (i) cash funds in the amount of $1,232,105.87 on the Effective Date, minus the costs payable to the Office of the United States Trustee on account of such disbursement; (ii) annual payments under a Cash Flow Note issued to A&B Kanab on the Effective Date; and (iii) a pro rata share of 50% of the net proceeds of any Causes of Action after payment of all administrative expenses and post-Effective Date professional fees and costs as approved by the Court in accordance with Local Rule 2016-1. The Cash Flow Note will require annual payments for 5 years after the Effective Date equal to 50% of any surplus of the Reorganized Debtor's actual cash balance above the ending cash balance on the Financial Projections (to be filed), which payments shall be distributed pro rata to all Cash Flow Note Holders. In addition, the Class 4 Claimholder shall receive a pro rata share of 50% of the net proceeds of any Causes of Action after payment of all administrative expenses and post-Effective Date professional fees and costs. Class 5 consists of all Allowed General Unsecured Claims against Altos-FL not otherwise classified in Classes 1 through 4. In full and final satisfaction of the Allowed Class 5 Claims, Class 5 Claimholders shall receive: (i) annual payments under a Cash Flow Note issued to Class 5 Claimholders on the Effective Date; and (ii) a pro rata share of 50% of the net proceeds of any Causes of Action after payment of all administrative expenses and post-Effective Date professional fees and costs as approved by the Court in accordance with Local Rule 2016-1. The Cash Flow Note will require annual payments for 5 years after the Effective Date equal to 50% of any surplus of the Reorganized Debtor's actual cash balance above the ending cash balance on the Financial Projections (to be filed), which payments shall be distributed pro rata to all Cash Flow Note Holders. In addition, the Class 5 Claimholders shall receive a pro rata share of 50% of the net proceeds of any Causes of Action after payment of all administrative expenses and post-Effective Date professional fees and costs. Class 6 consists of all Allowed General Unsecured Claims against Altos-NC not otherwise classified in Classes 1 through 4. In full and final satisfaction of the Allowed Class 6 Claims, Class 6 Claimholders shall receive: (i) a pro rata share of 50% of the net proceeds of any Causes of Action after payment of all administrative expenses and post-Effective Date professional fees and costs as approved by the Court in accordance with Local Rule 2016-1; and (ii) the net proceeds from the liquidation of Altos-NC's Personal Property. Class 7 consists of all membership interests in Altos-FL. Class 7 Interest holders shall retain their membership interests in Altos FL to the same extent as they existed as of the Petition Date. Class 7 is Unimpaired. Class 8 consists of all equitable interests in Altos-NC. Class 8 Interest holders shall retain their membership interest in Altos-NC to the same extent as they existed as of the Petition Date. Class 8 is Unimpaired. The Plan contemplates that Altos-FL will continue to manage and operate its business in the ordinary course and remit distributions pursuant to the Cash Flow Note to the Cash Flow Noteholders. Specifically, Altos-FL anticipates reestablishing itself as an authorized originator, underwriter and servicer of commercial real estate development loans. Altos-FL anticipates it will maintain its corporate headquarters in Lake Mary, Florida. Funds generated from the Debtor's operations through the Effective Date will be used for Plan Payments; however, the Debtor's cash on hand and retainers held in trust as of Confirmation will be available for payment of Administrative Expenses. A full-text copy of the Joint Disclosure Statement dated February 16, 2023 is available at https://bit.ly/418NFNC from PacerMonitor.com at no charge. Counsel for Debtors: 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: jluna@lathamluna.com About Altosgroups LLC AltosGroups, LLC is a direct fund program funding commercial, income producing real estate projects and assets. It is based in Davenport, Fla. AltosGroups sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00048) on Jan. 9, 2023, with total assets of $4,662,769 and total liabilities of $286,973,940. David Ingram, president of AltosGroups, signed the petition. Judge Catherine Peek Mcewen oversees the case. The Debtor is represented by Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine, LLP. AMAZING ENERGY: Proposes Immaterial Modifications to Plan --------------------------------------------------------- Amazing Energy MS, LLC, Amazing Energy, LLC, and Amazing Energy Holdings, LLC, ask the Bankruptcy Court to enter an order that the modifications they have made to their Joint Plan of Liquidation be deemed immaterial modifications. The primary modifications are as follows: 1. On page 1, the word "Amended" was added to "Joint Plan of Liquidation" and "Plan" was defined. 2. The definition of "Big Star" was changed from Big Star Investments, LLC” to Big Star Investments, LLC – the quotation mark was removed. 3. The definition of "Disclosure Statement" means the "Amended" Disclosure Statement. 4. The definition of "Pecos County Leases" has been revised to read as follows: "Pecos County Leases" means all of the Debtors' oil and gas leases in Pecos County, Texas, except for those disputed leases originally entered into between Benedum and Trees, LLC as Lessee and, in four separate lease transactions, Frederick Bartlett Wulff, Sr., Dave McCuellar, Richard W. Winters and Kathleen May Winters (the "Wulff Parties"). The Leases entered into with the Wulff Parties (the "Wulff Leases"), while covering interests in Pecos County, Texas are not within the definition of Pecos County Leases as the term is defined herein." 5. At the end of the definition of "Pecos County Wells", the following was added: "except for those oil and gas wells arising from the Wulff Leases." 6. In Article III, Class 3, under Treatment of Classes 1, 2, and 3, paragraph (i), the fourth sentence has been changed to read as follows: "Notwithstanding the foregoing, the Debtors shall pay, to the extent not paid prior to the Effective Date, all royalties owed to holders of royalty interest owed by the Debtors for the post-petition period through August 1, 2022." Following that sentence, the following sentence was added: "Such payments shall be made to the extent not previously paid on the later of the Effective Date or the date the Court determines that a royalty is owed." 7. In Article III, Class 5, in the Treatment section, the following sentence was added to the end of the paragraph: "The Bornman Secured Claim shall be paid on the Effective Date of the Plan." 8. In Article IV, Section 4.01, in the first sentence the word "is" was changed to "are" after Classes 1-7. 9. In Article V, the following language was deleted in the second paragraph under Section 5.04: "The sale of the Sale Assets not previously ordered shall be free and clear of all liens and claims and the Confirmation Order shall constitute an order approving the sale of the remaining assets of the Debtor with the Purchaser being good faith purchaser of the Sale Assets." 10. In Article V, Section 5.05, after the words "and other interests", the following was deleted: "for the purpose of monetization and/or distribution as outlined in the Plan. From and after the Confirmation Date and through the transfer of the property to such Winning Bidder, the Debtors and their respective representatives shall be prohibited from undertaking any actions regarding such property that are not approved, in writing, by the Winning Bidder." 11. In Article V, Section 5.07, the first sentence was revised as follows: "On or as soon as practicable after the Effective Date and prior to making any distributions to persons other than those possessing a Class Claim, Administrative Expense Claims and, Professional Fee Claims and the Bornman Secured Claim, the Reorganized Debtor shall set aside, deduct and reserve an amount of Cash equal to the estimated amount of plan expenses." 12. In Article VI, Section 6.05, the word "setoff" was changed to "set off." 13. In Article X, Section 10.06, the following was deleted in the first sentence: "Neither the Miesner Interests nor the Debtors, their officers, directors, shareholders, agents, employees, or their professionals (collectively" and the following language was added: "The Debtors and any person protected by the Barton Doctrine". 14. In Article XI, Section 11.01, the following was deleted: "Equitable subordination claims arising under Section 510 of the Bankruptcy Code or other applicable law." Amended Joint Plan Amazing Energy MS, LLC, and its Affiliates submitted an Amended Disclosure Statement in support of their Amended Joint Plan of Liquidation dated February 14, 2023. The Plan proposed is a consolidated Plan of reorganization for the Debtors. The consolidated Plan is proposed based upon the following facts (1) the major assets that are in the name of Amazing Energy Holdings, LLC were transferred for no value by Amazing Energy, LLC to it and (2) nearly 99% of the creditors who filed proofs of claims in Amazing Energy Holdings, LLC have also filed proofs of claim in Amazing Energy, LLC and are in fact Amazing Energy, LLC creditors. Pursuant to the Plan, (i) all assets and liabilities of the Debtors will be distributed in accordance with the Plan, (ii) all unsecured creditors of any Debtor will share pro-rata with other similarly situated creditors in the assets distributed to the unsecured creditors of either Debtor. Secured Creditors who possess a valid and perfected security interest will be paid out of the proceeds generated by the sale of their collateral or have the property that serves as security for their claim be abandoned to them in accordance with In Re Sandy Ridge. The Debtors have liquidated substantially all of their assets of the Estate and distribute the funds to Allowed Claims pursuant to their priority as set forth in the Bankruptcy Code. The last asset to be liquidated will be sold pursuant to the Plan. The Allowed Claims against the Debtors will be paid from the Plan Funds. Classes 1, 2, and 3 consist of the Secured Claims of the Miesner Interests. The Debtors have transferred by quitclaim deed to the Holders of Claims in Classes 1, 2, and 3 the property identified in the following sale orders: Order Granting Sale of Property of the Estate to Miesner Interests or Assigns (the "Miesner Credit Bid Order"); and Order Granting Sale of Property of the Estate to Miesner Interests or Assigns Regarding $70,000 Cash Bid (the "Miesner Cash Bid Order"). The transfer was free and clear of all claims possessed by the Debtors. All other parties shall possess whatever rights they possess with respect to such property. Notwithstanding the foregoing, the Debtors shall pay, to the extent not paid prior to the Effective Date, all royalties owed to holders of royalty interest owed by the Debtors for the post-petition period through August 1, 2022. Such payments shall be made to the extent not previously paid on the later of the Effective Date or the date the Court determines that a royalty is owed. Class 5 consists of the Bornman Secured Claim. In full satisfaction of the Allowed Bornman Secured Claim, the Debtors shall transfer to Bornman cash in the full amount of the Allowed Bornman Secured Claim, $65,925. Class 5 is Impaired under the Plan and is deemed to accept the Plan and is not entitled to vote. Like in the prior iteration of the Plan, each holder of an Allowed Class 7 General Unsecured Claim against the Debtors shall receive in full satisfaction thereof, unless such holder agrees to accept lesser treatment of such Claim, a Pro Rata share of Available Cash available after payment in full of or reserve for all Allowed Administrative Expense Claims, Allowed Priority Tax Claims, required payments to Classes 1-6, and all Plan expenses. The Plan shall constitute a monetization of the Debtors' assets, and the proceeds from the monetization shall be distributed in accordance with the Plan. The Plan shall be funded in accordance with the provisions of the Plan from (a) Available Cash on the Effective Date; (b) Sales Proceeds; and c) any payment to be received by the Debtors pursuant to the Plan after the Effective Date from, among other things, any reserves established by the Reorganized Debtor, the liquidation of the Debtors' remaining assets, funding from the sale of the Sale Assets, and the prosecution and enforcement of causes of action of the Debtors after the Effective Date. A full-text copy of the Amended Disclosure Statement dated Feb. 14, 2023 is available at https://bit.ly/3XFosYf from PacerMonitor.com at no charge. Counsel for Debtors: Douglas S. Draper, Esq. Heller, Draper, Patrick, Horn & Manthey, LLC 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Phone: (504) 299-3300 Email: ddraper@hellerdraper.com About Amazing Energy Amazing Energy MS, LLC, Amazing Energy Holdings, LLC, and Amazing Energy, LLC, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case Nos. 20-01243, 201245 and 20-01244) on April 6, 2020. On July 13, 2020, the cases were transferred to the U.S. Bankruptcy Court for the Eastern District of Texas and were assigned new case numbers (20-41558 for Amazing Energy MS, 20 41563 for Amazing Energy Holdings and 20-41561 for Amazing Energy LLC). The cases are jointly administered under Case No. 20-41558. At the time of filing, Amazing Energy MS and Amazing Energy Holdings disclosed assets of between $1 million and $10 million and liabilities of the same range while Amazing Energy, LLC estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Brenda T. Rhoades oversees the cases. The Debtors are represented by Heller, Draper, Patrick, Horn & Manthey, LLC and Wheeler & Wheeler, PLLC. Arnold Jed Miesner, Lesa Renee Miesner, and JLM Strategic Investments, LP, as secured creditors are represented by: Carol Lynn Wolfram, Esq. Rosa R. Orenstein, Esq. Nathan M. Nichols, Esq. LAW OFFICE OF CAROL LYNN WOLFRAM P.O. Box 1925 Denton, TX 76202-1925 Tel: (940) 321-0019 Fax: (940) 497-1143 E-mail: clwolframlegal@gmail.com ANACK TRANSPORTATION: Case Summary & 17 Unsecured Creditors ----------------------------------------------------------- Debtor: Anack Transportation, Inc. 516 E Holsteon Ave Suite 204 Bristol, TN 37620 Business Description: The Debtor is a provider of trucking services. Chapter 11 Petition Date: February 17, 2023 Court: United States Bankruptcy Court Eastern District of Tennessee Case No.: 23-50158 Judge: Hon. Rachel Ralston Mancl Debtor's Counsel: Charles Parks Pope, Esq. THE POPE FIRM, P.C. 404 E Watauga Ave. PO Box 6185 Johnson City, TN 37602 Tel: 423-282-2512 Fax: 423-282-2703 Email: ecf@thepopefirm.com Total Assets: $786,000 Total Liabilities: $1,322,597 The petition was signed by Steven J. Hafen as president. A copy of the Debtor's list of 17 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KX3SRKQ/Anack_Transportation_Inc__tnebke-23-50158__0004.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KCQAMSI/Anack_Transportation_Inc__tnebke-23-50158__0001.0.pdf?mcid=tGE4TAMA API HOLDING III: PennantPark Floating Marks $5.7M Loan at 21% Off ----------------------------------------------------------------- PennantPark Floating Rate Capital Ltd has marked its $5,790,000 loan extended to API Holding III Corp to market at $4,574,000 or 79% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in PennantPark Floating's Form 10-Q for the quarterly period ended December 31, 2022, filed with the Securities and Exchange Commission on February 8, 2023. PennantPark Floating is a participant in a First Lien Secured Debt to API Holding III Corp. The loan accrues interest at a rate of 8.9% per annum. The loan matures on May 11, 2026. PennantPark Floating was organized as a Maryland corporation in October 2010. PennantPark Floating is a closed-end, externally managed, non-diversified investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. On April 14, 2022, listing and trading of the Company's common stock commenced on the New York Stock Exchange after the Company voluntarily withdrew the principal listing of its common stock from the Nasdaq Stock Market LLC effective at market close on April 13, 2022. API Holdings III Corp., headquartered in Marlborough, MA, is a holding company whose main operating subsidiary is API Technologies Corp. The company is a tier three or tier four supplier of radio frequency (RF) and performance components and subsystems for the US aerospace and defense industry. API is majority owned by affiliates of AEA Investors. AQUA SHIELD: Amends Administrative Claims Pay Details ----------------------------------------------------- Aqua Shield, Inc., submitted a Revised Amended Small Business Disclosure Statement describing Amended Chapter 11 Plan of Reorganization dated February 16, 2023. The Plan will be financed from continuing operating income, reorganized business operations of the Debtors, from the timely collections of outstanding receivables, as well as from funds accumulated in the Debtors' Debtor in Possession accounts. The payments under the Settlement agreement with Kroll & O'Connor was made in full. Administrative claims consist of the Debtor's duly retained professionals and any other administrative expenses allowed under Section 503 of the Bankruptcy Code. Administrative Claims will include the fees and expenses of the Debtor's Counsel, Alla Kachan, Esq., through confirmation which constitutes the full pre-petition retainer, as well as in accumulated post-petition legal fees. Bruce Arthur Lean, CPA asserts a claim for the fees and expenses as accountants for the Debtor. Bruce Arthur received no initial retainer fee prior to filing. The claims of Debtor's professionals shall be subject to final fee applications pursuant to Bankruptcy Code Section 330 and order of the Court approving the fees and expenses as sought by this application. All remaining administrative claims excluding professional or UST fees, should be paid in the ordinary course of the Debtor's business. The Revised Amended Disclosure Statement does not alter the proposed treatment for unsecured creditors and the equity holder: * Class II Unsecured Claim shall consist of the unsecured claim of Krol & O'Connor, in the amount of $654,658. The plan offers the unsecured creditor Krol & O'Connor a settlement payment in the amount of $140,000, which represents 21% of its general unsecured claim. In consideration of the mutually agreed terms, Krol & O'Connor shall, upon the approval of the settlement terms by the Bankruptcy Court return a consenting ballot in favor of the Debtor's Plan of Reorganization. Further, following the entry of the confirmation order by the Bankruptcy Court, the Debtor plans to apply to the Supreme Court, New York County, for an order vacating the judgment entered by the Clerk of the Supreme Court, New York County, on October 28, 2020, in the action entitled Krol & O'Connor v. Aqua Shield, Inc., Index no. 651928/2018. Kroll & O'Connor shall neither oppose such application, nor be required to take any steps in support thereof. The Settlement Agreement with Kroll & O'Connor was approved by the Court order dated May 18, 2022. The payment under the Settlement agreement was made in full. * Class III Unsecured Claim shall consist of the unsecured claim of Stephen Frampton and Korri Frampton in the amount of $100,000. According to the terms of the Settlement agreement reached by and between the parties, in full and final satisfaction of Stephen and Korri Frampton's claim against the Debtor, the Debtor will pay to Stephen Frampton and Korri Frampton the amount of $21,000.00 which represents 21% of its general unsecured claim. On Nov. 18, 2022, the Debtor filed a motion to approve the Settlement Agreement with Stephen and Korri Frampton pursuant to Rule 9019 of the Federal Rules Bankruptcy, on shortened notice. * Class IV consists of Equity interest holders. Igor Korsunsky, the 95% equity interest holders, and Yelena Korsunskaya, the 5% equity interest holder, shall retain their interest in the Debtor following Confirmation, in consideration of a new value contribution, being made by them as the equity holder toward the payment of general unsecured creditor claims, as needed. A full-text copy of the Revised Modified Small Business Disclosure Statement dated February 16, 2023 is available at https://bit.ly/3EhJPbt from PacerMonitor.com at no charge. Attorney for the Debtor: Alla Kachan, Esq. 2799 Coney Island Ave., Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-315 E-mail: alla@kachanlaw.com About Aqua Shield Aqua Shield, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-73191) on Oct. 16, 2020. The case was eventually transferred to the appropriate office under Case No. 20-43635. Judge Nancy Lord oversees the case. At the time of the filing, the Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. The Debtor is represented by the Law Offices of Alla Kachan, P.C. Bruce Arthur Lean, CPA serves as the Debtor's accountant. ARIAN MOWLAVI: No Patient Complaints, 4th PCO Report Says --------------------------------------------------------- Tamar Terzian, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Central District of California a fourth interim report regarding the quality of patient care provided at Dr. Arian Mowlavi's surgical center. The report, which covers the period from Oct. 1, 2022 through Jan. 31, 2023 was filed following the PCO's visit to the site. On January 11, 2023, the Laguna Beach Police Department conducted a search (the "Search") at 32406 Coast Highway, Laguna Beach, CA 92651 (the "Surgical Center") and the Debtor's personal residence pursuant to an ongoing criminal investigation. The PCO conducted an unannounced visit. Due to the Search, the facility has a skeleton staff. Despite having the computers seized and staff shortage, the Surgical Center is capable of operations as they have an anesthesiologist, one front office staff, one surgical technician and one other physician at all times. The Surgery Center continues to be well equipped to operate. Dr. Mowlavi continues to be on a 10 year probation with the Medical Board. Each surgery is reviewed at the end of the month by another licensed plastic surgeon appointed by the Medical Board. During this site visit, Dr. Mowlavi had performed one surgery this week. There was no indication of any patient complaints. There was a full staff and hardly any patients during the visit. One patient was receiving a lymphatic draining massage which is common for post-surgery patients. The PCO recommends that certain logs be regularly maintained. The temperature log and other essential logs were all current. However, there was no monthly logs showing checking of expirations (Emergency Medication Log). The FDA has a list of medication extended the shelf life of certain medication passed the expiration period, such medications having lengthened expirations approved by the FDA should be on a separate list with the normal and new expirations listed with a copy of the CDC regulation. A copy of the fourth interim report is available for free at https://bit.ly/3Xo4GAr from PacerMonitor.com. The ombudsman may be reached at: Tamar Terzian, Esq. Epps & Coulson, LLP 1230 Crenshaw Blvd. Torrance, CA 90501 Telephone: (818) 242-1100 Facsimile: (818) 242-1012 Email: tterzian@eppscoulson.com About Arian Mowlavi Arian Mowlavi is a medical doctor specializing in reconstructive and cosmetic surgery. Dr. Mowlavi conducts business through his wholly owned medical corporation known as A.M. Cosmetic Surgery Clinics, Inc., a California Corporation. Dr. Mowlavi filed a voluntary petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 22-10296) on Feb. 21, 2022. Judge Scott C. Clarkson oversees the case. ARUZE GAMING: Court OKs Cash Collateral Access Thru Feb 22 ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized Aruze Gaming America, Inc. to use cash collateral on an interim basis in accordance with the budget and its agreement with various secured creditors, pending the final hearing set for February 22, 2023 at 1 p.m. The secured creditors are First Savings Bank, National Servicing and Administration, LLC, PDS Gaming, LLC, PDS Gaming-Nevada, Inc., PDS Gaming-Mississippi, LLC and PDS GamingLA, LLC, and RSPENN, LLC. The Secured Lenders and the Debtor are parties to several commercial loan transactions, evidenced by, among other things, loan agreements, promissory notes, and security agreements. As of the Petition Date, the Secured Lenders and the Debtor estimate the balance owed to the Secured Lenders is not less than $20.070 million, in the aggregate, plus interest, default interest, late fees, costs, and attorneys' fees. The parties agreed the Secured Creditors' respective Loans and other agreements with the Debtor are valid, binding, and enforceable and were granted to, or for the benefit of, the applicable Secured Creditors for fair consideration and reasonably equivalent value. As adequate protection, the Secured Creditors are granted post-petition security interest and replacement lien to the same extent and priority as their respective Pre-Petition Liens in their respective Collateral. The replacement liens and security interests will be deemed valid, automatically perfected, continuing, unavoidable and enforceable, not subject to subordination, impairment or avoidance, without any additional action by the respective Secured Lenders. As further adequate protection, the Secured Creditors are granted a superpriority claim in the amount of the Debtor's cumulative use of their respective cash collateral. These events constitute an "Event of Default": (a) A failure of the Debtor to (i) observe or perform any of the material terms or provisions contained in the Stipulation or the order approving it, including compliance with the Budget; or (ii) comply with any covenant or agreement in this Stipulation or any order approving it in any material respect; (b) An order is entered by the Court converting to a case under chapter 7 of the Bankruptcy Code or dismissing the Chapter 11 Case; (c) An order is entered by the Court appointing a chapter 11 trustee in the Chapter 11 Case; (d) An order is entered by the Court granting any other claim a lien equal or superior to the claims and liens granted to the Secured Creditors; (e) An order is entered by the Court staying, reversing, vacating or otherwise modifying the terms of the Interim Order without the Secured Creditors' prior written consent; (f) An order is entered by the Court in the case appointing an examiner having enlarged powers beyond those set forth under sections 1106(a)(3) and (4) of the Bankruptcy Code; (g) Any post-petition material representation or material warranty by the Debtor or its managers or members that is incorrect or misleading in any material respect when made; (h) The general cessation of the day-to-day operations of the Debtor; (i) The assertion by the Debtor or any trustee (or any other party in interest) of claims arising under section 506(c) of the Bankruptcy Code against the Secured Creditors, or any of them, or the commencement of other actions adverse to the Secured Creditors, or any of them, of its rights and remedies under the Stipulation or the Interim Order; (j) The entry of any order granting any relief from the automatic stay so as to allow a third party to proceed against any material asset or assets of the estate; or (k) The entry of an order confirming a plan of reorganization in the case unless such order provides for payment in full in cash of all amounts owed by the Debtor to the Secured Creditors on or before the effective date of the plan of reorganization (which must be no more than 30 days after the confirmation order) that is the subject of such order, unless otherwise consented by the Secured Creditors, respectively, in their individual sole discretion. A copy of the Court's order, the Debtor's budget, and stipulation is available at https://bit.ly/3xuryDR from PacerMonitor.com. The budget provides for total operating disbursements, on a weekly basis, as follows: $489,824 for the week ending February 10, 2023; $75,000 for the week ending February 10, 2023; and 1,145,032 for the week ending February 10, 2023. About Aruze Gaming America, Inc. Aruze Gaming America, Inc. designs, develops and manufactures gaming machines. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 23-10356) on February 1, 2023. In the petition signed by Yugo Kinoshita, chief executive officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. The bankruptcy filing is a part of Aruze's efforts to seek financial restructuring in the wake of a recent garnishment judgment against Aruze resulting from a separate judgment against Aruze's shareholder. Judge August B. Landis oversees the case. Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC, is the Debtor's legal counsel. ATLAS PURCHASER: PennantPark Investment Marks $25M Loan at 22% Off ------------------------------------------------------------------ PennantPark Investment Corporation has marked its $17,000,000 loan extended to Atlas Purchaser, Inc to market at $13,192,000 or 78% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in PennantPark Investment's Form 10-Q for the quarterly period ended December 31, 2022, filed with the Securities and Exchange Commission on February 8, 2023. PennantPark Investment is a participant in a Second Lien Secured Debt to Atlas Purchaser, Inc. The loan accrues interest at a rate of 14.2% (3M L+900) per annum. The loan matures May 7, 2029. PennantPark Investment was organized as a Maryland corporation in January 2007. PennantPark Investment is a closed-end, externally managed, non-diversified investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. PenantPark invests primarily in U.S. middle-market companies in the form of first lien secured debt, second lien secured debt, subordinated debt and, to a lesser extent, equity investments. Atlas Purchaser, Inc., which does business as Alvaria, Inc., acquired the assets of Aspect Software in a leveraged buyout. Aspect is a provider of call center software and solutions. AUTHENTIC HOSPITALITY: Case Summary & 19 Unsecured Creditors ------------------------------------------------------------ Debtor: Authentic Hospitality Group Inc. d/b/a - I Love Tacos 2203 N Commerce Parkway Weston FL 33326-3209 Business Description: The Debtor operates a restaurant serving authentic Mexican cuisine. Chapter 11 Petition Date: February 17, 2023 Court: United States Bankruptcy Court Southern District of Florida Case No.: 23-11312 Debtor's Counsel: David J. Winker, Esq. DAVID J WINKER P.A. 2222 SW 17th Street Miami FL 33145-2016 Tel: (305) 801-8700 Email: dwinker@dwrlc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Monica Angulo as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/G6AXNZY/Authentic_Hospitality_Group_Inc__flsbke-23-11312__0001.0.pdf?mcid=tGE4TAMA AVAYA HOLDINGS: Alkeon No Longer Owns Common Shares as of Dec. 31 ----------------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, Alkeon Capital Management, LLC disclosed that as of Dec. 31, 2022, it ceased to be the beneficial owner of shares of common stock of Avaya Holdings Corp. A full-text copy of the regulatory filing is available for free at https://tinyurl.com/5dffjy7h About Avaya Morristown, New Jersey-based Avaya offers digital communications products, solutions and services for businesses of all sizes. Avaya delivers its technology predominantly through software and services, both on-premise and through the cloud in a diverse range of industries, including financial services, manufacturing, retail, transportation, energy, media and communications, healthcare, education, and government. Avaya, Inc., and 20 affiliated entities, including Avaya Holdings Corp., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 23-90088) on February 14, 2023. The Hon. David R. Jones oversees the cases. Avaya Inc. and 17 affiliates first sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The 2017 debtors emerged from bankruptcy and their second amended joint Chapter 11 plan of reorganization was declared effective on Dec. 15, 2017. The 2017 Plan provides holders of first-lien debt with 90.5% of stock in the reorganized company and holders of second-lien notes with a pro rata share of 4% of stock and warrants for an additional 5.1% of the shares. Avaya projected to have $2.925 billion of funded debt and a $300 million senior secured asset-based lending facility available following emergence. The 2023 petitions were signed by Eric Koza as chief restructuring officer. The Debtors estimated $1 billion to $10 billion in both assets and liabilities on a consolidated basis. Avaya Holdings' most recent financial report filed with the Securities and Exchange Commission was for the three-month period end March 31, 2022. In its Form 10-Q report, Holdings disclosed $5.8 billion in total consolidated assets against $5.2 billion in total consolidated liabilities. In the 2023 bankruptcy filing, the Debtors have retained Kirkland & Ellis LLP and Jackson Walker LLP as bankruptcy co-counsel; Evercore Group LLC as investment banker; AlixPartners LLP as restructuring advisor; PricewaterhouseCooopers LLP as auditor; and Kurtzman Carson Consultants LLC as claims and noticing agent. AVAYA HOLDINGS: Capital World No Longer Owns Common Shares ---------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, Capital World Investors disclosed that as of Dec. 30, 2022, ceased to be the beneficial owner of shares of common stock of Avaya Holdings Corp. Capital World Investors is a division of Capital Research and Management Company, as well as its investment management subsidiaries and affiliates, Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited. CWI's divisions of each of the investment management entities collectively provide investment management services under the name "Capital World Investors." CWI is deemed to be the beneficial owner of 0 shares or 0.0% of the 86,846,958 shares believed to be outstanding. A full-text copy of the regulatory filing is available for free at https://tinyurl.com/nhbw6b7c About Avaya Morristown, New Jersey-based Avaya offers digital communications products, solutions and services for businesses of all sizes. Avaya delivers its technology predominantly through software and services, both on-premise and through the cloud in a diverse range of industries, including financial services, manufacturing, retail, transportation, energy, media and communications, healthcare, education, and government. Avaya, Inc., and 20 affiliated entities, including Avaya Holdings Corp., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 23-90088) on February 14, 2023. The Hon. David R. Jones oversees the cases. Avaya Inc. and 17 affiliates first sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The 2017 debtors emerged from bankruptcy and their second amended joint Chapter 11 plan of reorganization was declared effective on Dec. 15, 2017. The 2017 Plan provides holders of first-lien debt with 90.5% of stock in the reorganized company and holders of second-lien notes with a pro rata share of 4% of stock and warrants for an additional 5.1% of the shares. Avaya projected to have $2.925 billion of funded debt and a $300 million senior secured asset-based lending facility available following emergence. The 2023 petitions were signed by Eric Koza as chief restructuring officer. The Debtors estimated $1 billion to $10 billion in both assets and liabilities on a consolidated basis. Avaya Holdings' most recent financial report filed with the Securities and Exchange Commission was for the three-month period end March 31, 2022. In its Form 10-Q report, Holdings disclosed $5.8 billion in total consolidated assets against $5.2 billion in total consolidated liabilities. In the 2023 bankruptcy filing, the Debtors have retained Kirkland & Ellis LLP and Jackson Walker LLP as bankruptcy co-counsel; Evercore Group LLC as investment banker; AlixPartners LLP as restructuring advisor; PricewaterhouseCooopers LLP as auditor; and Kurtzman Carson Consultants LLC as claims and noticing agent. AVAYA INC: $200M Bank Debt Trades at 74% Discount ------------------------------------------------- Participations in a syndicated loan under which Avaya Inc is a borrower were trading in the secondary market around 26.4 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The $200 million facility is a Asset-Based Revolving loan that is scheduled to mature on September 25, 2025. About Avaya Morristown, New Jersey-based Avaya offers digital communications products, solutions and services for businesses of all sizes. Avaya delivers its technology predominantly through software and services, both on-premise and through the cloud in a diverse range of industries, including financial services, manufacturing, retail, transportation, energy, media and communications, healthcare, education, and government. Avaya, Inc., and 20 affiliated entities, including Avaya Holdings Corp., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 23-90088) on February 14, 2023. The Hon. David R. Jones oversees the cases. Avaya Inc. and 17 affiliates first sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The 2017 debtors emerged from bankruptcy and their second amended joint Chapter 11 plan of reorganization was declared effective on Dec. 15, 2017. The 2017 Plan provides holders of first-lien debt with 90.5% of stock in the reorganized company and holders of second-lien notes with a pro rata share of 4% of stock and warrants for an additional 5.1% of the shares. Avaya projected to have $2.925 billion of funded debt and a $300 million senior secured asset-based lending facility available following emergence. The 2023 petitions were signed by Eric Koza as chief restructuring officer. The Debtors estimated $1 billion to $10 billion in both assets and liabilities on a consolidated basis. Avaya Holdings' most recent financial report filed with the Securities and Exchange Commission was for the three-month period end March 31, 2022. In its Form 10-Q report, Holdings disclosed $5.8 billion in total consolidated assets against $5.2 billion in total consolidated liabilities. In the 2023 bankruptcy filing, the Debtors have retained Kirkland & Ellis LLP and Jackson Walker LLP as bankruptcy co-counsel; Evercore Group LLC as investment banker; AlixPartners LLP as restructuring advisor; PricewaterhouseCooopers LLP as auditor; and Kurtzman Carson Consultants LLC as claims and noticing agent. AVAYA INC: Non-Holdco Unsecureds be Paid in Full or be Reinstated ----------------------------------------------------------------- Avaya Inc., and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement relating to the Joint Prepackaged Plan of Reorganization dated February 14, 2023. Avaya has a storied past, beginning nearly thirty years ago as part of AT&T. In the mid-nineties, AT&T began spinning off business units, one of which included Lucent Technologies, Inc. At the time, Avaya's business was a part of Lucent and remained so until 2000, when Avaya spun-off and established an independent existence via a public offering. Debtor HoldCo is Avaya Inc.'s ultimate parent through its 100% ownership of Avaya Inc. Avaya Inc. owns, directly or indirectly, each of Avaya's remaining 123 subsidiaries. Avaya's U.S. entities include HoldCo, Avaya Inc., and nineteen subsidiaries. Of these U.S. entities, eighteen are guarantors on all of the Debtors' approximately $3.4 billion of prepetition debt. The Plan reflects a fully consensual deal with all the Creditor Groups and unimpaired all general unsecured creditors at Avaya, Inc. and its subsidiaries, encompassing all trade, customer, employee, vendor, and suppliers across the entire enterprise, on the terms set forth in that certain restructuring support agreement, dated February 14, 2023 (the "RSA," and the transactions contemplated thereby, the "Restructuring Transactions"). The Restructuring Transactions have been memorialized in the Plan filed contemporaneously herewith on which solicitation commenced prior to the Petition Date. Following months of arm's-length negotiations between the Company and its Creditor Groups regarding the optimal path forward for the Company, on February 14, 2023, the Company entered into the RSA. The RSA provides for a comprehensive in-court restructuring with the following key pillars: * Unimpairment of Vast Majority of Unsecured Claims. All allowed general unsecured claims, including employee and vendor claims, at Avaya Inc. and its subsidiaries will be unimpaired. * Support of All Funded Debt Classes. Overwhelming support from every funded debt constituency. * Holistic Agreement With PBGC. Agreement with the PBGC that on the Effective Date, the Reorganized Debtors will not be bound by the 2017 PBGC Settlement Agreement and will assume the Hourly Pension Plan. * Meaningful Deleveraging and Access to Exit Facilities. The Restructuring Transactions will deleverage Avaya's balance sheet by over $2.6 billion and provide a DIP Term Loan Facility that will provide the Debtors with $500 million to bolster the Debtors' liquidity during the course of these Chapter 11 Cases. In conjunction with a $150 million rights offering available to all holders of First Lien Claims, at emergence, Avaya will have received $650 million of incremental liquidity via the Restructuring Transactions. * Repayment of the Escrow Cash to the B-3 Lenders. The Restructuring Transactions provide that the Escrow Cash will be returned to the B-3 Lenders in all circumstances, and the Debtors will seek authority to return this cash to the B-3 Lenders pursuant to the Interim DIP Order. * Renegotiated Deal Terms with Partner RingCentral, Inc. Agreement that Avaya will assume the renegotiated RingCentral contracts, which will extending and expanding the parties' strategic commercial arrangement on terms more favorable to the Company. Importantly, the deleveraging and liquidity-enhancing Restructuring Transactions set forth in the Plan represent a value-maximizing path forward. Consummation of the Restructuring Transactions will position the Debtors to capitalize on their core strengths—including their digital communications products, solutions, and services—to achieve long-term success. The Plan is in the best interests of the Debtors' estates and represents the best available alternative at this time. Class 6 consists of Non-HoldCo General Unsecured Claims. Each Holder of an Allowed Non-HoldCo General Unsecured Claim shall receive, in full and final satisfaction of such Claim, either: (i) Reinstatement of such Allowed Non-HoldCo General Unsecured Claim pursuant to section 1124 of the Bankruptcy Code; or (ii) payment in full in Cash on (A) the Effective Date or (B) the date due in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed Non-HoldCo General Unsecured Claim. The allowed unsecured claims total $219 million. Class 6 is Unimpaired under the Plan. Class 8 consists of HoldCo General Unsecured Claims. On the Effective Date, all HoldCo General Unsecured Claims will be cancelled, released, discharged, and extinguished and will be of no further force or effect, and Holders of HoldCo General Unsecured Claims will not receive any distribution on account of such HoldCo General Unsecured Claims. Class 8 is Impaired under the Plan. Class 11 consists of all Intercompany Interests. On the Effective Date, Intercompany Interests shall, at the election of the applicable Debtor (with the consent of the Required Consenting Stakeholders, which consent shall not be unreasonably withheld), be (i) Reinstated or (ii) set off, settled, addressed, distributed, contributed, merged, canceled, or released, in each case, in accordance with the Description of Transaction Steps. Class 12 consists of all Existing Avaya Interests. On the Effective Date, all Existing Avaya Interests will be cancelled, released, and extinguished and will be of no further force and effect, and Holders of Existing Avaya Interests will not receive any distribution on account thereof. The Debtors shall fund distributions under the Plan, as applicable, with: (1) the proceeds from the Exit Facilities, (2) proceeds from the Rights Offering, (3) the New Equity Interests, and (4) the Debtors' Cash on hand. Each distribution and issuance referred to in Article VI of the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments or other documents evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. The issuance, distribution, or authorization, as applicable, of certain Securities in connection with the Plan, including the New Equity Interests will be exempt from SEC registration, as described more fully in Article IV of the Plan. A full-text copy of the Disclosure Statement dated February 14, 2023 is available at https://bit.ly/3xxODph from PacerMonitor.com at no charge. About Avaya Inc. Avaya Inc. offers digital communications products, solutions and services for businesses of all sizes. Avaya delivers its technology predominantly through software and services, both on premise and through the cloud in a diverse range of industries, including financial services, manufacturing, retail, transportation, energy, media and communications, healthcare, education, and government. Avaya Inc. and 20 of its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90088) on Feb. 14, 2023. In the petition signed by CRO Eric Koza, the Debtors disclosed $1 billion to $10 billion in assets and liabilities. The Hon. David R. Jones oversees the case. The Debtors tapped KIRKLAND & ELLIS LLP, KIRKLAND & ELLIS INTERNATIONAL LLP as general bankruptcy counsel; JACKSON WALKER LLP as as co-bankruptcy counsel; EVERCORE GROUP LLC as investment banker; and ALIXPARTNERS LLP as restructuring advisor. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. AZURE DEVELOPMENT: Case Summary & One Unsecured Creditor -------------------------------------------------------- Debtor: Azure Development, Inc. Condominio Esquire Calle Vela 2 San Juan, PR 00918 Business Description: Azure owns properties in Luquillo, Puerto Rico valued at $3.14 million. Chapter 11 Petition Date: February 17, 2023 Court: United States Bankruptcy Court District of Puerto Rico Case No.: 23-00462 Judge: Hon. Enrique S. Lamoutte Inclan Debtor's Counsel: Charles A. Cuprill, Esq. CHARLES A. CUPRILL, PSC LAW OFFICES 356 Fortaleza Street (2nd Floor) San Juan, PR 00901 Tel: 787-977-0515 Email: ccuprill@cuprill.com Total Assets: $3,142,794 Total Liabilities: $3,246,910 The petition was signed by Jose Ricardo Martinez as vice-president. The Debtor listed Doris Maldonado Vallejo as its only unsecured creditor holding a claim of $16,000. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PELXGVY/Azure_Development_Inc__prbke-23-00462__0001.0.pdf?mcid=tGE4TAMA BALTIMORE HARLEM: Unsecureds Will Get 65% of Claims in Plan ----------------------------------------------------------- Baltimore Harlem Park Investment LLC and Ruby Jude City LLC submitted a Second Amended Consolidated Plan of Reorganization for Small Business dated February 14, 2023. The Debtors' financial projections show that the Debtors will have projected disposable income of $174,180.94. The final plan payment is expected to be paid on February 28, 2024. This Plan of Reorganization proposes to pay creditors of Baltimore Harlem Park Investment, LLC from the general cash flow of the Debtors. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 65 cents on the dollar. The Plan also provides for the payment of administrative and priority claims. Class 1 consists of Allowed nonpriority unsecured claims. The Debtors will make all plan payments, after allowance for the payment of allowed administrative expenses, to the holders of allowed nonpriority general unsecured claims, in the sum total of $174,180.94. It is projected this will amount to a 65% distribution. This Class is impaired. Class 2 consists of Equity security holders of the Debtors. Insight Investment LLC shall retain a 0.025% interest in BHPI; ZTY shall have its interest in BHPI increased to 49.00%; and Pinehills Properties LLC shall have its interest in BHPI decreased to 50.975%. BHPI shall remain the sole equity holder of RJC. This Class is impaired. BHPI and RJC have commenced an adversary proceeding against Mr. Politzer and his law firm. The claims brought therein, while delineated as various causes of action, can be readily grouped into four categories: (i) claims to recover misappropriated funds; (ii) claims to recover monies wrongfully billed; (iii) claims for damages stemming from Mr. Politzer's failure to give notice of certain foreclosure proceedings; and (iv) claims for Mr. Politzer's malpractice. A tentative settlement agreement has been negotiated whereby Mr. Politzer, his law firm, and/or their insurer will pay $90,000.00 to the BHPI bankruptcy estate. This agreement is subject to court approval and will not be final or binding until approval is sought and granted. As of the filing of this Plan, the agreement is in fully drafted form and is awaiting Mr. Politzer's review and signature. A full-text copy of the Second Amended Consolidated Plan dated February 14, 2023 is available at https://bit.ly/3lHFZSq from PacerMonitor.com at no charge. Counsel for the Debtors: Maurice B. VerStandig, Esq. The Belmont Firm 1050 Connecticut Avenue, NW, Suite 500 Washington, DC 20036 Phone: (202) 991-1101 Email: mac@dcbankruptcy.com About Baltimore Harlem Baltimore Harlem Park Investment LLC was created to engage in real estate development and management, with its initial emphasis being on acquiring Ruby Jude City LLC. Baltimore Harlem Park filed a Chapter 11 bankruptcy petition (Bankr. D.C. Case No. 21-00249) on Oct. 7, 2021. The Debtor is represented by Maurice VerStandig, Esq. of THE BELMONT FIRM. BANYAN CAY MEZZANINE: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Banyan Cay Mezzanine Borrower, LLC 2300 Presidential Way West Palm Beach, FL 33401 Business Description: The Debtor is part of the traveler accommodation industry. Chapter 11 Petition Date: February 16, 2023 Court: United States Bankruptcy Court Southern District of Florida Case No.: 23-11281 Judge: Hon. Erik P. Kimball Debtor's Counsel: Joseph A. Pack, Esq. PACK LAW 51 NE 24th Street, Suite 108 Miami, FL 33137 Tel: 305-916-8700 Email: joe@packlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kim A. Pillar as manager. The Debtor said it does not have creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2TZTBBA/Banyan_Cay_Mezzanine_Borrower__flsbke-23-11281__0001.0.pdf?mcid=tGE4TAMA BARTECH GROUP: Court OKs Cash Collateral Access Thru March 3 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized the BarTech Group of Illinois, Inc. to use cash collateral on an interim basis through March 3, 2023 substantially in accordance with the budget. Specifically, the Debtor is authorized to use its cash on hand, funds in its deposit accounts, revenue from the business, and any further proceeds of its assets, including inventory and accounts receivable, which may constitute "cash collateral" of certain lienholders. BarTech is authorized to continue using cash collateral to pay all expenses the Debtor incurred in the operation of their ongoing business post-petition (or if incurred pre-petition, those expenditures authorized by a specific Order of the Court) pending the final hearing on the Motion. A further hearing on the matter is set for March 1 at 10 a.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3I5Q7fp from PacerMonitor.com. The Debtor projects total cash out, on a weekly basis, as follows: $649,096 for the week ending February 26, 2023; $454,397 for the week ending March 5, 2023; $402,098 for the week ending March 12, 2023; and $204,619 for the week ending March 19, 2023. About The BarTech Group of Illinois Inc. The BarTech Group of Illinois Inc. -- https://www.bartechgroup.biz -- is an MBE and DBE certified electrical construction contractor. The BarTech Group of Illinois Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-10945) on Sept. 23, 2022. In the petition filed by Dwayne Barlow, as president, the Debtor reported assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. William B Avellone has been appointed as Subchapter V trustee. Alan L Braunstein of Riemer Braunstein LLP is the Debtor's counsel. Ringold Financial Management Services, Inc., is the financial advisor. BEAM & COMPANY: Court OKs Interim Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California, Fresno Division, authorized Beam & Company, Inc. to use cash collateral on a preliminary, emergency basis, in accordance with the budget, with a 10% variance. Before September 2020, the Debtor was owned by Alain Jaschien. In September 2020, the Debtor was sold a new owner, Brandon Cooper. Mr. Cooper is the current owner and president of Debtor. At the time of the sale, the Debtor's business had three divisions. The first division does federal low income housing rehabilitation. The second division does maintenance, which involves maintaining commercial properties for landlords. The third division is insurance restoration, where the Debtor will restore property that has been damaged and insurance is paying for the restoration. Approximately 50% of the Debtor's gross income came from the Construction business, approximately 40% of the business was from Insurance Restoration, and 10% was from the Maintenance part of the business. The sale of the business included a commercial building, and was financed by a $3.129 million SBA loan from Hanmi Bank, along with a seller carry note in the approximate amount of $858,200. In the Fall 2021, Mr. Cooper was planning to sell his personal home and purchase a different home. Since the Hanmi Loan was secured by his personal residence, he contacted Hanmi Bank about moving the security interest to the new residence. Hanme Bank indicated that that should not be a problem, so Mr. Cooper moved forward with these plans. Due to several market factors, he was able to purchase a new home before he was able to sell the old home. To make that feasible, he took a loan from the Debtor in the amount of approximately $157,000, with the intention that this loan would be repaid to the Debtor from the sale of the prior residence. Before doing this transaction, however, Mr. Cooper discussed this scenario with Hanmi Bank and they explained that this would work fine, the $157,000 could be repaid to the Debtor from the sale, Hanmi Bank would take the rest of the net proceeds and Hanmi Bank would take a loan on the new residence. With these assurances, Mr. Cooper moved forward with this transaction. However, when the time came to close sale of the prior residence, Hanmi Bank insisted on being paid the entirety of the net proceeds from that sale, which amounted to approximately $325,000, instead of allowing the $157,000 to be paid back to the Debtor. This created a significant problem for the Debtor because its management was counting on that $157,000 being available as capital and cash flow for the business. The interest rate on the Hanmi Loan was a floating interest rate based on the WSJ Prime Rate. At the inception of the Hanmi Loan, the WSJ Prime Rate was 3.25%. The WSJ Prime Rate is currently 7.75%. This substantial increase in the interest rate on the Hanmi Loan, combined with now inadequate capitalization, made it very difficult to make payments on the Hanmi Loan and pay the Debtor's usual expenses. To try to reduce expenses, in approximately June 2022, Mr. Cooper agreed to sell the Commercial Building and all of the net proceeds from that sale were paid to Hanmi Bank to pay down the Hanmi Loan. However, due to the increasing interest rates, the payment on the Hanmi Loan actually increased. The most capital-intensive portion of the Debtor's business was the Construction division. The Debtor did not have sufficient capital to continue this area of the business, and ceased bidding on Construction jobs in approximately June 2022. The Debtor completed its final Construction job in November 2022. This will likely reduce the Debtor's gross income by approximately 50% from what the Debtor grossed previously. In approximately June 2022, Mr. Cooper also made the decision to cease the Maintenance division because cash flow to keep this division operating was not adequate. This leaves the Debtor with only its Insurance Restoration division, and it is anticipated that the Debtor's gross income will be approximately 50% of what it was able to bring in previously. However, the Debtor believes this part of the business will allow the Debtor to survive and is the best way to maximize the value of the Debtor and generate a return for creditors of the Debtor. In approximately June 2022, the Debtor was no longer able to make payments on the Jeschein Loan. Mr. Jeschein had signed a noncompete agreement with the Debtor, but due to the Debtor's breach of the Jeschein Loan, Mr. Jeschein started a company that began providing services similar to those previously offered by the Debtor. However, at this time, Mr. Jeschein is only doing work that competes with the Construction and Maintenance divisions, and since the Debtor is no longer operating those divisions, his company is not directly competing with the Debtor. The loan to Mr. Jeschein does not appear to be secured by any asset of the Debtor. There are two creditors that appear to have a perfected security interest in cash collateral of the Debtor. One was perfected by the filing of a UCC-1 on September 3, 2020, by Hanmi Bank to secure the Hanmi Loan. The second was perfected by the filing of a UCC-1 on September 26, 2021 by the U.S. Small Business Administration. The second UCC-1 is related to an EIDL loan that Debtor took out. The Court said creditors with secured claims against the cash collateral are granted replacement liens up to the amount of cash collateral actually used. The final hearing on the matter is set for February 28, 2023 at 9:30 p.m. A copy of the motion is available at https://bit.ly/3I0jJdY from PacerMonitor.com. A copy of the order is available at https://bit.ly/3IwbfNm from PacerMonitor.com. About Beam & Company, Inc. Beam & Company, Inc. is a full service general contractor focusing on commercial real estate remodels. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-10244) on February 10, 2023. In the petition signed by Brandon Cooper, its president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Rene Lastreto II oversees the case. Peter Fear, Esq., at Fear Waddell, PC, represents the Debtor as legal counsel. BEATO AUTO SALES: Seeks Cash Collateral Access ---------------------------------------------- Beato Auto Sales, Inc. asks the U.S. Bankruptcy Court for the District of New Hampshire for authority to use cash collateral in accordance with the budget. The Debtor requires the use of cash collateral to operate the Debtor's business through confirmation of a subchapter V chapter 11 plan of reorganization to: (i) make payroll to the Debtor's employees essential to its continued operations; (ii) pay insurance premiums as necessary to ensure continuation of the necessary insurance coverage, (iii) pay vendors, suppliers and utilities for ongoing supplies and services; (iv) pay other ordinary and necessary expenses to prevent an immediate cessation of the business; and (v) pay the Debtor's professionals and the fees of the United States Trustee. The Debtor has five creditors with secured claims in the Debtor's used car inventory. The remaining secured creditors are the U.S. Small Business Administration and two so-called merchant cash advance lenders who have liens in the Debtor's future receipts. They have not assented to the relief requested therein but will not suffer an impairment of their collateral position as a result of the Debtor's operations. The creditors holding a secured interest in the cash collateral are Automotive Finance Corporation, XL Funding, Lendbuzz, Shamrock Finance, NextGear, Samson Funding, Newtek Small Business Finance Inc., and Small Business Administration. The Debtor's secured debts total $2,068,197. The Debtor asserts that since it intends to sell its used car inventory in the normal course of its business operations during the Use Period and correspondingly reduce its secured debt, but not reduce either its cash or other assets, none of its secured creditors are harmed during the Use Period. As adequate protection, the Debtor proposes to grant the secured creditors valid, binding, enforceable and automatically perfected liens on all of the Debtor's after acquired cash collateral. A copy of the motion is available at https://bit.ly/4150TeC from PacerMonitor.com. A copy of the budget is available at https://bit.ly/3YUJKSR from PacerMonitor.com. The Debtor projects total operating expenses, on a weekly basis, as follows: $20,270 for the week ending February 25, 2023; $20,270 for the week ending March 4, 2023; $20,270 for the week ending March 11, 2023; $20,270 for the week ending March 18, 2023; and $20,270 for the week ending March 25, 2023. About Beato Auto Sales, Inc. Beato Auto Sales, Inc. is engaged in the retail sale of used cars. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.H. Case No. 23-10064) on February 13, 2023. In the petition signed by Rafael Beato, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Bruce A. Harwood oversees the case. Peter N. Tamposi, Esq., at the Tamposi Law Group, P.C., is the Debtor's legal counsel. BELLAIRE IN SPRING: Senior Living Facility Owner Files Chapter 11 ----------------------------------------------------------------- The Bellaire in Spring LLC, owner of a senior living facility in Spring, Texas, filed for chapter 11 protection in the Southern District of Texas. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. The Debtor immediately filed a motion for the court to issue a temporary restraining order against Free MAD Aus, LLC, Dana One Workforce, LLC, and Tracey Suttles and to order the respondents to vacate the premises located at 6420 Cypresswood Drive in Spring, Texas 77379 known as The Bellaire in Spring, and to restrain the respondents from removing assets of at the premises, disbursing funds in the debtor's name or in the respondents' name, and requiring the respondents to provide an accounting, and to turnover all books and records. In addition, the Debtor seeks that the respondents not interfere with the existing tenants of the premises, or interfere with the transition of ownership of the premises. The Court, however, promptly denied the Motion. The bankruptcy judge points out that Federal Rule of Bankruptcy Procedure 7001(1) requires an adversary proceeding on an action to recover money or property, and for requests for an injunction or other equitable relief under Federal Rule of Bankruptcy Procedure 7001(7). If the debtor wishes to proceed against the respondents, the rules require that it must file an adversary proceeding. Senior Living Facility The Debtor explained in court filings that on Nov. 1, 2022, the Debtor entered into a lease agreement with Free MAD AUS, LLC for the lease of the Facility. Tracy Suttles has represented that he is the owner of Free MAD. The Lease provided for the net rental payment of $25,000 in November and $50,000 per month in rent for the next 12 months. Free MAD made the payment in November of $25,000. Such payment was made from funds from the Debtor. Since November, no payments have been made by Free MAD to the Debtor. However, Free MAD has apparently continued to collect rent. Dana One Workforce, LLC (apparently the entity used by Free MAD for operations at the Facility) provided a check to the Debtor dated Dec. 1, 2022, for the December rent of $50,000. However, the payment on the check was then stopped and the funds were removed from the account of the Debtor. As of the filing of the Chapter 11 case, Free MAD owed the Debtor over $150,000 in past due rental payments. The Debtor notes that Tracy Suttles has been involved in other cases in this District. In the case of In re Willis Pumphrey, Bankruptcy Case No. 20-32929, Suttles was involved with obtaining guarantees signed by Pumphrey on real estate transactions for over $20,000,000. Pumphrey filed the bankruptcy case due to the real estate transactions that Pumphrey guaranteed and that got foreclosed and had significant deficiencies. Since November 1, 2022, Free MAD has been operating the Facility. Free MAD or another entity, Dana One Workforce LLC, has been collecting rent payments from tenants or clients. Rent for February has probably been collected. The Debtor believes that there could be up to 20 residents currently at the Facility. However, no payments have been made to the Debtor by Suttles, Free MAD or Dana One Workforce since the initial payment of $25,000 in November of 2022. The Debtor is concerned that Suttles, Free MAD or Dana One Workforce may attempt to move funds, hid funds, remove assets or take other steps to adversely affect the Debtor and/or the operation of the Facility. The Debtor has approached several individuals who have expertise in running senior living facilities. One individual that has outstanding credentials has indicated that Suttles was responsible for a loss to him of approximately $1,000,000. This individual has indicated he may be willing to step in immediately to assume operations of the Facility but he will not go anywhere near the Facility if Suttles is "within 10 miles." According to court filings, The Bellaire in Spring LLC estimates between $1 million and $10 million in debt owed to 1 to 49 creditors. The petition states that funds will not be available to unsecured creditors. A teleconference meeting of creditors under 11 U.S.C. Section 341(a) is slated for March 14, 2023 at 3:00 p.m. About The Bellaire in Spring The Bellaire in Spring LLC owns a senior living facility in Spring, Texas. The Bellaire in Spring LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-30431) on Feb. 7, 2023. In the petition filed by Patrick Boyd, as manager, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. The case is overseen by Honorable Bankruptcy Judge Jeffrey P. Norman. Melissa A Haselden has been appointed as Subchapter V trustee. The Debtor is represented by: Reese Baker, Esq. BAKER & ASSOCIATES 950 Echo Ln Ste 300 Houston TX 77024-2824 Email: courtdocs@bakerassociates.net Spring, TX 77379 BETTER NUTRITIONALS: Seeks to Hire Stursberg as Corporate Counsel ----------------------------------------------------------------- Better Nutritionals, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Stursberg and Associates, LLC as special corporate counsel. The Debtor needs the firm's legal assistance in connection with the proposed financing or acquisition transaction between the Debtor and a potential purchaser. The firm's services include: (a) preparing, reviewing and negotiating company contracts, which may include purchase and sale agreements for goods, manufacturing and supply agreements, licensing agreement of intellectual property, equipment sale and lease agreements, employment agreements, consulting agreements and any and all requests for proposals and other similar legal documents; (b) consulting with management, DIP lenders, other financing sources, commercial advisors, tax experts, accountants and marketing staff; (c) negotiating with debtor-in-possession lenders and any alternative financing source, drafting any and all such financing agreements with DIP lenders and other financing sources, purchasers of inventory and equipment, real estate leases, and advising on employment and compensation matters; (d) developing the organization's policies on industry-specific issues, corporate governance and regulatory affairs; (e) performing other general legal services relating to the Debtor's administration of the estate; (f) advising the Debtor's other counsel with respect to the numerous corporate matters that may affect the Debtor and administration of the Debtor's bankruptcy estate. The firm will be paid at these rates: Attorneys $750 per hour Paralegal/Legal Assistant $175 to $150 per hour In addition, the firm will be reimbursed for out-of-pocket expenses incurred. The Debtor paid the firm a pre-bankruptcy retainer of $215,000, as an advance against fees and costs to be incurred by the firm. Prior to the filing of the petition, the firm was paid $145,920 leaving a balance of $69,920. As disclosed in court filings, Stursberg and Associates is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Stursberg and Associates, LLC 437 Madison Avenue, 24th Floor New York, NY 10022 Tel: (212) 922-1177 Fax: (212) 486-1000 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 its manager, Sharon Hoffman, 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. The Debtor tapped John N. Tedford, IV, Esq., at Danning Gill Israel & Krasnoff, LLP as bankruptcy counsel; Stursberg and Associates, LLC as special corporate counsel; Folkenflik & McGerity, LLP as special litigation counsel; Force 10 Partners, LLC as financial advisor; and Tanton Consulting Group, LLC as special accounting and tax consultant. 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. BETTER NUTRITIONALS: Taps Folkenflik & McGerity as Special Counsel ------------------------------------------------------------------ Better Nutritionals, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Folkenflik & McGerity, LLP as special litigation counsel. The Debtor needs the firm's legal assistance to review certain transactions involving Goli Nutrition, Inc. and Atos IT Solutions and Services, Inc.; negotiate certain settlements with numerous creditors; and appear in a pending arbitration with Atos and in a suit by GOLO, Inc. in the Central District of California. The firm will be paid at hourly rates ranging from $675 to $795, plus reimbursement of out-of-pocket expenses. Paralegal time, if necessary or appropriate, is billed at $175 per hour. The Debtor provided the firm a pre-bankruptcy retainer of $220,781.20, as an advance against fees and costs. Prior to the filing of the petition, the firm was paid $196,762.50, leaving a balance of $24,018.70. Max Folkenflik, Esq., a partner at Folkenflik & McGerity, disclosed in a court filing that his firm 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 at: Max Folkenflik Folkenflik & McGerity, LLP 1500 Broadway, 21st Floor New York, NY 10036 Voice: (212) 757-0400 Email: MFolkenflik@fmlaw.net 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 its manager, Sharon Hoffman, 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. The Debtor tapped John N. Tedford, IV, Esq., at Danning Gill Israel & Krasnoff, LLP as bankruptcy counsel; Stursberg and Associates, LLC as special corporate counsel; Folkenflik & McGerity, LLP as special litigation counsel; Force 10 Partners, LLC as financial advisor; and Tanton Consulting Group, LLC as special accounting and tax consultant. 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. BETTER NUTRITIONALS: Taps Tanton Consulting Group as Tax Consultant ------------------------------------------------------------------- Better Nutritionals, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ The Tanton Consulting Group, LLC as special accounting and tax consultant. The firm will review the Debtor's pre-bankruptcy accounting records and tax filings and assist the Debtor in the preparation of future tax filings. The Debtor proposes to retain the firm on an hourly basis at its usual billing rates of $600 per partner, $375 per supervisor or tax manager, $150 per accountant or administrative personnel. The Debtor provided the firm a pre-bankruptcy retainer of $38,658, as an advance against fees and costs. Prior to the Debtor's bankruptcy filing, the firm was paid $27,825, leaving a balance of $10,833 as of the petition date. Harvey Tanton, a partner at The Tanton Consulting 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: Harvey Tanton The Tanton Consulting Group LLC 9 Terra Nova Circle Westport, CT 06880 Tel: (917) 846-3111 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 its manager, Sharon Hoffman, 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. The Debtor tapped John N. Tedford, IV, Esq., at Danning Gill Israel & Krasnoff, LLP as bankruptcy counsel; Stursberg and Associates, LLC as special corporate counsel; Folkenflik & McGerity, LLP as special litigation counsel; Force 10 Partners, LLC as financial advisor; and Tanton Consulting Group, LLC as special accounting and tax consultant. 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. BIG VILLAGE: Files for Chapter 11 Bankruptcy -------------------------------------------- Ronan Shields of DigiDay reports that Big Village Media, formerly known as Engine Group, and its ad tech entity EMX Digital have filed for bankruptcy protection, a development that will have creditors pondering if they'll ever receive payment. Chapter 11 papers filed in a District of Delaware Court this week (Feb. 8, 2023) by Big Village and EMX Digital, plus affiliated entities, list its estimated number of creditors between "5,000-10,000." The same documents listed its estimated assets between $10-50 million while estimated liabilities are in the range of $50-100 million with the largest creditors including a roster of names including Pluto TV, Yahoo, and Google. Of the 30 largest creditors listed in the filing, sizes of the claims vary between $6.6 million (CPX Interactive) and $348,527 (Roku) with the former filing for payments in mid-January according to separate court papers seen by Digiday. The developments follow the departure of senior executives including the chief executive of both Big Village -- its former CEO Kasha Cacy recently joined Known -- and EMX Digital with Michael Zacharski understood to have already left the company. EMX has closed most of its operations; AdExchanger reported that a "small skeleton crew" remains at the entity, while Zacharski was unable to respond to Digiday's request for comment by press time with the developments coming a week after Big Village's Australia also appointed administrators. Seasoned observers of the sector will recall how the downfall of EMX Digital, a supply-side platform, is evocative of the 2019 bankruptcy of Sizmek -- then a full-stack ad tech offering before it was sold off piecemeal -- whose decline was interpreted as symbolic of the "end of an era" at the time. Similarly, publishers will be reminded of 2020 when the Covid-19 pandemic prompted a number of ad tech vendors citing force majeure clauses in their contracts in developments that left media owners receiving less than they had bargained for in the immediate term. About Big Village Holding 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 Feb. 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. BREAKFORM RESIDENTIAL: Court OKs Interim Cash Collateral Access --------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Breakform Residential Fund I, LP to use cash collateral on an interim basis in accordance with the budget. The Debtor requires the use of cash collateral to (i) continue its operations and maximize the value of its real estate projects, (ii) provide working capital for the Debtor to pursue a restructuring and payment of its obligations, including recovery for its equity holders, through the Chapter 11 Case, and (iii) fund the administrative expenses of the Chapter 11 case. On February 6, 2023, the Debtor filed a response to the Objection and Statement of Developments by the Office of United States Trustee. The Debtor noted that pursuant to a sale of one of the SFR Properties commonly known as 404 Sherman Canal, Venice, California, the Debtor's subsidiary, 404 Sherman, LLC, has received approximately $1.3 million. After calculating an appropriate reserve for 404 Sherman, LLC, the balance of the monies which will constitute cash collateral of Poco Bay Company will be upstreamed to the Debtor. The Debtor advised in the Response that relief to be sought at the interim hearing on its Emergency Motion for Interim Order and Final Order (1) Authorizing Debtor in Possession to Obtain Postpetition Financing; (2) Authorizing the Debtor in Possession to Use Cash Collateral; (3) Providing Adequate Protection; and (3) Granting Liens, Security Interests and Superpriority Claims would not include interim approval of the DIP Financing Facility, but rather would be limited to authorization to use cash collateral and associated relief. The Debtor sought to use cash collateral in the aggregate amount of $520,000 which was the amount requested as DIP loan. Prior to the Petition Date, the Debtor required emergency advance funding to assist the Debtor in meeting essential operating expenses and restructuring costs. Prepetition advances by the Secured Lender are authorized under the Bridge Loan in the aggregate amount of up to $500,000 plus recoverable fees and expenses under the Bridge Loan. The Advances were made on a senior secured basis pursuant to a bridge note and a security agreement and were made in furtherance of preparations for and commencement of the Chapter 11 case and in express contemplation that the Advances and any other obligations incurred under the Bridge Loan would be "rolled up" into the post-petition DIP Loans under the DIP Credit Agreement upon entry of a final order of the Court approving the Motion. In light of the sale of the Sherman property, the Debtor is not seeking the authority to enter into the DIP Credit Agreement, and currently does not have a need for the DIP Loan. As adequate protection for use of cash collateral, the Secured Lender is granted a replacement lien on property of the estate in accordance with Section 361(2) of the Bankruptcy Code. As further adequate protection, and in accordance with Bankruptcy Code section 506(b) of the Bankruptcy Code, the Secured Lender's allowed secured claim shall include interest, and reasonable fees, costs, and charges. The Debtor agrees that failure to materially comply with these milestone covenants will constitute an Event of Default, unless any such conditions have been waived or modified by the Secured Lender, in their sole discretion: (i) On Tuesday of each week (or such other day as may be agreed upon by the Parties), the Debtor will make available representatives reasonably acceptable to the Secured Lender for a telephone/video conference call with the Secured Lender and their respective agents, advisors and/or representatives to discuss the cash flows and operations of the Debtor's business and the Project, and such other matters as are relevant or are reasonably requested by the Secured Lender; (ii) no later than February 14, 2023, 14 calendar days after the Petition Date, the Debtor will have filed with the Bankruptcy Court a plan of reorganization consistent with the RSA; (iii) no later than March 15, 2023, 45 calendar days after the Petition Date, the Bankruptcy Court will have entered (A) the Final Order, and (B) the order approving the assumption of that certain RSA by and between the Debtor, the Secured Lender and the other parties to the RSA; (iv) no later than April 29, 2023, 90 calendar days after the Petition Date, the Bankruptcy Court will have entered an order confirming the Plan, which order will be reasonably acceptable in form and substance to the Secured Lender; and (v) The Plan effective date will occur and the Restructuring will be implemented within 30 days after entry of the Confirmation Order. A final hearing on the matter is set for March 9, 2023 at 10 a.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3XBHsqw from PacerMonitor.com. The Debtor projects $520,000 in total cash receipts and $479,186 in total cash disbursements for one month. About Breakform Residential Fund I, LP Breakform Residential Fund I, LP is engaged in activities related to real estate. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10504) on January 30, 2023. In the petition signed by Andrew De Camara, chief restructuring officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Julia W. Brand oversees the case. Mark Horoupian, Esq., at Greenspoon Marder LLP, represents the Debtor as legal counsel. BURNS ASSET: March 15 Plan Confirmation Hearing Set --------------------------------------------------- Judge Joseph N. Callaway has entered an order conditionally approving the Disclosure Statement of Burns Asset Management, Inc. The hearing on confirmation of the Plan is scheduled on Wednesday, March 15, 2023, at 2:00 PM in Randy D. Doub United States Courthouse, 2nd Floor Courtroom, 150 Reade Circle, Greenville, NC 27858. March 13, 2023, is fixed as the last day for filing and serving written objections to the Disclosure Statement. March 13, 2023, is fixed as the last day for filing written acceptances or rejections of the Plan. March 13, 2023, is fixed as the last day for filing and serving written objections to confirmation of the Plan. The Debtor must prepare and file a summary report on the votes, with a copy of each ballot attached, with the Court by 5:00 pm one day prior to the confirmation hearing. About Burns Asset Management Burns Asset Management, which owns certain properties, first filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-03888) on Dec. 14, 2020. The court entered an order confirming its Chapter 11 plan in September 2021. The Debtor subsequently missed monthly payments to secured creditor Deutsche Bank National Trust Company. In July 2022, the Debtor consented to the U.S. Trustee's motion for dismissal of the case. Burns Asset Management sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-01721) on Aug. 5, 2022, listing as much as $1 million in both assets and liabilities. James Burns, president of Burns Asset Management, signed the petition. Judge Joseph N. Callaway oversees the case. J.M. Cook, Esq., at J.M. Cook, P.A., is the Debtor's legal counsel. C&L DINERS: Court OKs Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the District of Connecticut, Bridgeport Division, authorized C & L Diners, LLC and its debtor-affiliates to use cash collateral on an interim basis in accordance with the budget, with a 20% variance. As adequate protection, the Secured Creditors, namely McLane Foodservice Distribution, Inc., Stearns Bank, Pawnee Leasing Company and Merlin Business Bank, are granted replacement security interests in and liens upon all post-petition inventory and accounts receivable acquired by the Debtors that replaces any pre-petition inventory and accounts receivable that was consumed or used post-petition. The Debtor, as additional adequate protection, will maintain an inventory in an amount equal to 1.1x the value at cost of the food and beverage inventory that existed as of the Petition Date. The Adequate Protection Liens granted to the Secured Creditors will be in the same rank, extent and priority as such Secured Creditor possessed in the Debtors' cash collateral that existed on the Petition Date. A continued hearing on the matter is set for March 28 at 3:30 p.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3xAtdHT from PacerMonitor.com. The budget provides for total cash paid out, on a weekly basis, as follows: $41,640 for the week ending February 15, 2023; $136,740 for the week ending February 22, 2023; $42,835 for the week ending March 1, 2023; $103,835 for the week ending March 8, 2023; and $50,835 for the week ending March 15, 2023. About C & L Diners, LLC C & L Diners, LLC and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Conn. Lead Case No. 22-50599) on November 8, 2022. In the petition filed by Herman Li, operating member, the Debtors disclosed up to $10 million in both assets and liabilities. Judge Julie A. Manning oversees the case. Ira S. Greene, Esq. and Tara L. Trifon, Esq., at Locke Lord LLP, represent the Debtors as legal counsel. CALUMET PAINT: Gets Cash Collateral Access Thru May 31 ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Calumet Paint & Wallpaper, Inc. to use cash collateral on an interim basis and provide related relief for the period March 1 through May 31, 2023, in accordance with the budget. In return for the Debtor's continued interim use of cash collateral, Pratt & Lambert United, Inc. and PPG Architectural Finishes, Inc. are granted the following as adequate protection for the diminution in value of their purported secured interests: 1. The Debtor will permit the Secured Creditors to inspect, upon reasonable notice, within reasonable hours, the Debtor's books and records; 2. The Debtor will maintain and pay premiums for insurance to cover all of its assets from fire, theft and water damage; 3. The Debtors will, upon reasonable request, make available to the Secured Creditors evidence of that which constitutes their collateral or proceeds; 4. The Debtor will properly maintain its assets in good repair and properly manage its business; and 5. The Secured Creditors will be granted valid, perfected, enforceable security interests in and to the Debtor's post-petition assets, including all proceeds and products which are now or hereafter become property of this estate to the extent and priority of their alleged pre-petition liens, if valid, but only to the extent of any diminution in the value of such assets during the period from the commencement of the Debtor's Chapter 11 case through May 31, 2023. A further hearing on the Motion is scheduled for May 24 at 9:30 a.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3S9chBY from PacerMonitor.com. The Debtor projects $88,800 in total expenses for March 2023. About Calumet Paint & Wallpaper, Inc. Calumet Paint & Wallpaper, Inc. is an Illinois corporation operating from leased premises at 12120 Western Avenue, Blue Island, Illinois. Calumet Paint has been in business since 1957 and is currently an authorized Benjamin Moore retailer specializing in the sale of interior and exterior paints, stains and related supplies. Calumet Paint sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-11709 on October 13, 2021. In the petition signed by Mark R. Lavelle, president, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Timothy A. Barnes oversees the case. David K. Wench, Esq., at Burke, Warren, MacKay and Serritella, PC is the Debtor's counsel. CC HILLCREST: Court OKs Interim Access to Cash Collateral --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, authorized CC Hillcrest, LLC to use cash collateral on an interim basis in accordance with the budget, with a 15% variance. The Debtor requires the use of cash collateral to continue the operation of its business. The Debtor is a party to a Loan Agreement dated as of September 17, 2020, with NEF Preservation PB Fund I LP. The Debtor also executed a Promissory Note in the principal amount of $18.575 million in favor of the Secured Lender, and a Deed of Trust, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases and Rents in favor of the Secured Lender. NEF asserts that, pursuant to the Loan Documents, substantially all of the Debtor's assets are subject to the prepetition liens of the Secured Lender including liens on rents. As adequate protection, the Secured Lender is granted valid, binding, enforceable, and automatically perfected liens first priority replacement and additional liens and security interests. The Post-Petition Liens granted to the Secured Lender in the Order are automatically perfected without the need for filing of a UCC-1 financing statement with the Secretary of State's Office or any other such act of perfection. To the extent the Post-Petition Liens are not sufficient to adequately protect the Secured Lender for the diminution in value of its interests, the Secured Lender will have an allowed super-priority administrative expense claim as set forth under section 364(c)(1) of the Bankruptcy Code. As additional adequate protection, the Debtor will pay monthly debt service payments that would be required under the Loan Documents, at the dates and times required under the Loan Documents. A further hearing on the matter is scheduled for March 23, 2023, at 1:30 p.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3xwL16W from PacerMonitor.com. The Debtor projects $207,327 in gross income and $6,514 in total administrative expenses on a monthly basis. About CC Hillcrest, LLC CC Hillcrest, LLC operates an apartment complex in Mesquite, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-31362) on July 29, 2022. In the petition signed by Jared Remington, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Scott W. Everett oversees the case. Joyce W. Lindauer Attorney, PLLC, is the Debtor's counsel. CEDAR FAIR LP: ING Groep N.V. Has 5.15% Stake as of Nov. 2 ---------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, ING Groep N.V. disclosed that as of Nov. 2, 2022, it beneficially owns 2,798,700 shares of common stock of Cedar Fair LP, representing 5.15% of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://tinyurl.com/2ms3cwsk About Cedar Fair Sandusky, Ohio-based Cedar Fair, L.P. -- http://www.cedarfair.com -- is a regional amusement park operator with 13 properties in its portfolio consisting of amusement parks, water parks and complementary resort facilities. Cedar Fair is a publicly traded Delaware limited partnership formed in 1987 and managed by Cedar Fair Management, Inc., an Ohio corporation, whose shares are held by an Ohio trust. Egan-Jones Ratings Company, on December 15, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Cedar Fair, L.P. to B- from CCC+. EJR also maintained its 'B' rating on commercial paper issued by the Company. In November 2022, S&P Global Ratings raised its issuer credit rating on Cedar Fair to 'BB-' from 'B+' after the company fully repaid $195 million outstanding on its term loan due 2024 in the third quarter. "We now expect more value would be available to remaining secured lenders in a default scenario," S&P said. S&P add, "The stable outlook indicates our expectation for Cedar Fair to maintain net leverage below 5x over the next 12 months incorporating our expectation of a shallow recession in 2023 that results in a modest pullback in attendance and per capita spending at Cedar Fair's parks. Our leverage forecast also incorporates some unit repurchases in 2023 and continued distributions to unitholders. "The upgrade to 'BB-' reflects our forecast that Cedar Fair will report net adjusted leverage of about 4x in 2022 and our expectation that it will maintain leverage under our 5x downgrade threshold at the 'BB-' rating level incorporating a modest pullback in demand at its parks next year." * * * This concludes the Troubled Company Reporter's coverage of Cedar Fair until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. CEDAR FAIR: Lenders Push Back Revolving Loan Termination Date ------------------------------------------------------------- Cedar Fair LP disclosed in its Form 8-K Report filed with the Securities and Exchange Commission on February 10, 2023, that the Company entered into Amendment No. 6 to its Amended and Restated Credit Agreement dated as of April 13, 2017, among: * Cedar Fair, Canada's Wonderland Company ("Cedar Canada"), Magnum Management Corporation and Millennium Operations LLC, as borrowers, * the several lenders from time to time party thereto, * JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and * the other parties thereto. Amendment No. 6 amended the Credit Agreement, to, among other things, extend the Revolving Termination Date of the $300.0 million Revolving Credit Facilities to February 10, 2028 -- five years from the effective date of Amendment No. 6 -- provided that the maturity date will be: (x) January 30, 2025 if at least $200.0 million in aggregate principal amount of Cedar Fair's senior secured notes due 2025 remain outstanding as of such date or (y) January 14, 2027 if at least $200.0 million in aggregate principal amount of Cedar Fair's senior unsecured notes due 2027 remain outstanding as of such date. Amendment No. 6 further amended the Credit Agreement to: (i) convert the existing LIBOR-based rate applicable to the U.S. Revolving Facility to a Term SOFR Rate with a SOFR adjustment of 0.10% per annum and a floor of zero; and (ii) make certain other amendments to the Credit Agreement to provide greater covenant flexibility for Cedar Fair, including modifying the requirement for the financial maintenance covenant to be tested at the end of any fiscal quarter to only be applicable to the extent that any Revolving Loans are outstanding as of such date. All other material terms and provisions of the Revolving Credit Facilities remain substantially the same as the terms and provisions in place immediately prior to the Amendment No. 6 Effective Date. A full-text copy of the regulatory filing and Amended No. 6 are available for free at https://tinyurl.com/yckk54ja and https://tinyurl.com/3sza3ja7 About Cedar Fair Sandusky, Ohio-based Cedar Fair, L.P. -- http://www.cedarfair.com -- is a regional amusement park operator with 13 properties in its portfolio consisting of amusement parks, water parks and complementary resort facilities. Cedar Fair is a publicly traded Delaware limited partnership formed in 1987 and managed by Cedar Fair Management, Inc., an Ohio corporation, whose shares are held by an Ohio trust. Egan-Jones Ratings Company, on December 15, 2022, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Cedar Fair, L.P. to B- from CCC+. EJR also maintained its 'B' rating on commercial paper issued by the Company. In November 2022, S&P Global Ratings raised its issuer credit rating on Cedar Fair to 'BB-' from 'B+' after the company fully repaid $195 million outstanding on its term loan due 2024 in the third quarter. "We now expect more value would be available to remaining secured lenders in a default scenario," S&P said. S&P add, "The stable outlook indicates our expectation for Cedar Fair to maintain net leverage below 5x over the next 12 months incorporating our expectation of a shallow recession in 2023 that results in a modest pullback in attendance and per capita spending at Cedar Fair's parks. Our leverage forecast also incorporates some unit repurchases in 2023 and continued distributions to unitholders. "The upgrade to 'BB-' reflects our forecast that Cedar Fair will report net adjusted leverage of about 4x in 2022 and our expectation that it will maintain leverage under our 5x downgrade threshold at the 'BB-' rating level incorporating a modest pullback in demand at its parks next year." * * * This concludes the Troubled Company Reporter's coverage of Cedar Fair until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. CELSIUS NETWORK: Asks Court for Plan Deadline Extension ------------------------------------------------------- Samuel Mbaki Wanjiku of Crypto News reports that Celsius Network and its affiliates are asking for a delay in the current timeline for their exclusive plan filing rights. Initially, they were only allowed to file their plan by Feb. 9, 2023. However, they now wish to extend this period to the end of March to ensure they have sufficient time to finalize their proposal. In addition, they want to retain the exclusive right to solicit support for their plan until Jun. 30. Celsius wants to use the extension to negotiate and present a feasible plan that responsibly and effectively addresses its debts. Besides, they aim to successfully resolve their financial obligations and move forward positively. Objections Raised On Wednesday, Febr. 8, 2023, several objections were raised concerning Celsius. This digital-asset lending firm filed for chapter 11 bankruptcy in July due to the decline in cryptocurrency prices that failed their high-risk investments. The objections came from the US Trustee, the official committee of unsecured creditors, and a group of borrowers, who expressed their lack of confidence in the debtors’ ability to create a successful restructuring plan. Last January 2023, a court-appointed examiner criticized Celsius and its former CEO, Alex Mashinsky, for their poor risk management practices and for providing false information to their customers regarding the company’s operations and financial stability. The examiner's report highlighted the insufficient measures taken by the company to protect its customers and maintain financial stability, which ultimately led to its current bankruptcy proceedings. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankrupty counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC serve as the examiner's legal counsel and financial advisor, respectively. CERTARA HOLDCO: S&P Alters Outlook to Positive, Affirms 'B+' ICR ---------------------------------------------------------------- S&P Global Ratings revised the outlook to positive on Certara Holdco Inc. and affirmed the ratings, including the 'B+' issuer credit rating. S&P said, "We expect continued strong demand for the company's biosimulation software and services to offset foreign-exchange headwinds and softer bookings in the regulatory science business segment. Certara reported total revenue of $249 million for the nine-months ended Sept. 30, 2022, representing 18% growth on a year-over-year basis. Continued strong demand for the company's core biosimulation software (Simcyp and Phoenix) and services, combined with contributions from Pinnacle 21 (acquired in late 2021) boosted growth and helped to offset headwinds from a stronger U.S. dollar and ongoing weakness in the regulatory services segment, which has underperformed due to softer bookings from clinical trial delays and reduced demand from international customers. Despite these setbacks, we continue to expect solid revenue growth due to a still healthy environment for R&D spending and opportunities for cross-selling and expanding services. "Our ratings continue to reflect the companies small-scale and narrow focus in the niche biosimulation industry. In our view, Certara's operations remain very small in scale, reflecting the limited size of its addressable market and niche focus in the biosimulation and regulatory software and services industries. Even though Certara has established relationships with most of the pharmaceutical and contract research organizations in the industry and a wealth of collected data, barriers to entry are not high and given its specialized focus, it could be vulnerable to market disruption and substitution risk. "We expect Certara to be active in pursuing M&A, but given growing cash balances, believe it may be able to do so while maintaining leverage generally below 3.5x.The company acquired Pinnacle 21 in 2021, but since then, gross leverage has declined and the company's cash balance has grown because acquisition spending has been relatively low. Management has stated its willingness to deploy accumulated cash (expected to be greater than $200 million at year-end 2022) for opportunistic M&A. "We believe the company can execute its acquisition strategy while maintaining average leverage below 3.5x, particularly as it grows and generates cash; however, it has a limited track record of doing so. Furthermore, given its relatively small size and the lumpiness of acquisition activity, potential volatility in credit measures could follow large transactions. "The positive outlook reflects our expectation that the company will continue to grow at a brisk pace. It also reflects the potential we could raise the rating if the company develops a longer track record of maintaining leverage below 3.5x or builds capacity in the rating for large acquisitions. "We could revise the outlook to stable if we expect S&P Global Ratings-adjusted debt to EBITDA to be sustained above 3.5x. This could occur if the company announced a large acquisition with poor prospects for subsequent deleveraging. It could also occur if earnings were weaker than we anticipated, potentially due to increased competition that leads to a loss in market share and revenue or if the company's profitability meaningfully deteriorated. "We could raise our rating on the company within the next 12 months if we believe it will sustain adjusted debt to EBITDA below 3.5x, despite an expected increase in business development activity." ESG credit indicators: E-2, S-2, G-2 CHASE CUSTOM: Seeks $1.5MM DIP Loan From Androscoggin and Machias ----------------------------------------------------------------- Chase Custom Homes & Finance, Inc. asks the U.S. Bankruptcy Court for the District of Maine for authority to use cash collateral and obtain postpetition financing. The Debtor seeks to postpetition financing from: (1) Androscoggin Savings Bank, as lender, up to the aggregate principal amount of $625,000; and (2) Machias Savings Bank, as lender, up to a revolving maximum principal amount of $950,000. Each of the loans is subject to the terms and conditions in the Interim Order and the timing of advances and repayments as set forth in the Budget. The ASB DIP Facility will mature on the earliest of: (a) September 30, 2023; (b) the effective date of a confirmed plan of reorganization or liquidation; (c) conversion of the case to one under Chapter 7 or dismissal of the case; or (d) at Androscoggin's discretion, upon the occurrence of an Event of Default. The MSB DIP Facility will mature on the earliest of: (a) September 30, 2023; (b) the date on which the MSB DIP Facility is fully repaid pursuant to the Budget; (c) the effective date of a confirmed plan of reorganization or liquidation; (d) conversion of the case to one under Chapter 7 or dismissal of the case; or (e) at Machias's discretion, upon the occurrence of an Event of Default. The Debtor requires the use of cash collateral and DIP Facility to maintain and operate its business and assets, to sell or otherwise liquidate its assets, to provide financial information, and to pay other expenses necessary to maximize the value of the Debtor's estate in Chapter 11. These events constitute an "Event of Default" under the DIP facility: (a) The Interim Order is reversed, vacated, stayed, amended, supplemented or otherwise modified in a manner which will materially and adversely affect the rights of the DIP Lenders; (b) The Debtor materially fails to perform or materially breaches any of the covenants set forth in the Interim Order, including, but not limited to, using Cash Collateral in any manner not authorized by the Budget, or any representation or warranty of the Debtor set forth in the Interim Order will be false or misleading in any material respect; (c) Any intentional misrepresentation by the Debtor in the weekly financial reporting to be provided by the Debtor under the Interim Order; (d) The chapter 11 case of the Debtor is either dismissed or converted to a chapter 7 case pursuant to a final order of the Court, the effect of which has not been stayed; (e) A chapter 11 trustee, or an examiner with expanded powers beyond those set forth in Bankruptcy Code sections 1106(a)(3) and 1106(a)(4), is appointed by a final order of the Court, the effect of which has not been stayed, in the chapter 11 case of the Debtor; or (f) A default occurs under the DIP Facility Documents. Prior to the Petition Date, Androscoggin made multiple loans to the Debtor as borrower that were secured by various assets of the Debtor and other entities, including, but not limited to: (i) August 9, 2021 loan in the original principal amount of $1.672 million secured by a first position mortgage on the real estate and improvements located at 290 Bridgeton Road, Westbrook, Maine, which is owned by the Chase Trust; (ii) July 7, 2021 loan in the original principal amount of $500,000 secured by a junior position lien on all personal property assets of the Debtor and multiple vehicles owned by the Debtor; and (iii) August 28, 2019 revolving line of credit in the maximum amount of $5,000,000 secured by a second position lien on all personal property assets of the Debtor, including rights to payment under construction contracts and deposit accounts. The Debtor/Androscoggin Loans are cross-collateralized to the extent provided by the loan documents relating to the Debtor/Androscoggin Loans. Androscoggin filed UCC Financing Statements on December 12, 2019, and July 9, 2021, which assert a security interest in all or substantially all of the Debtor's personal property. As of February 14, 2023, the aggregate amount of the debt under the Debtor/Androscoggin Loans was $5.965 million. Prior to the Petition Date, Machias made these loans to the Debtor as borrower that were secured by various assets of the Debtor: (i) October 8, 2015 revolving line of credit in the modified principal amount of $4 million secured by a first priority lien on all personal property assets of the Debtor, including all rights to payment; (ii) September 24, 2021 loan in the original principal amount of $600,000 secured by a first priority mortgage on the real estate and improvements located at lots 15, 17, 19, 21, 27, 29, 33, 34 at the Bramblewood development in Gorham, Maine; (iii) September 23, 2021 loan in the original principal amount of $1.181 million secured by a first priority mortgage on the real estate and improvements located at the Sanctuary Estates (131 and 161 Hogan Road) development in Lewiston, Maine; and (iv) September 24, 2021 loan in the original principal amount of $1.747 million secured by a first priority mortgage on the real estate and improvements located at lots 11-38, 40 in the Rolling Brook development in Raymond, Maine. The Debtor/MSB Loans are cross-collateralized to the extent provided by the Debtor/MSB Loans documents. Machias filed a UCC Financing Statement on or about October 9, 2015, which asserts a security interest in all or substantially all of the Debtor's personal property. As of the Petition Date, the Debtor had obligations to lenders other than the DIP Lenders (either as borrower or guarantor), some of which may hold liens (attachment or otherwise) on certain of the Debtor's assets (primarily real estate). Those additional secured and unsecured lenders include: Bangor Savings Bank, M&T Bank, Gorham Savings Bank, Camden National Bank, Norway Savings Bank, and Skowhegan Savings Bank. A copy of the motion is available at https://bit.ly/3XCwfGn from PacerMonitor.com. About Chase Custom Homes & Finance, Inc. Chase Custom Homes & Finance, Inc. is part of the residential building construction industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Me. Case No. 23-20032) on February 15, 2023. In the petition signed by Terina Chase, authorized party, the Debtor disclosed up to $50 million in both assets and liabilities. The Debtor tapped Sam Anderson, Esq., at Bernstein Shur Sawyer & Nelson, P.A. as legal counsel and Purdy, Powers & Co., P.A. as accountant and financial advisor. CHRISTONE DISTRIBUTION: Taps Ballstaedt Law Firm as Counsel ----------------------------------------------------------- Christone Distribution, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Ballstaedt Law Firm as counsel. The Debtor requires legal counsel to: (a) institute, prosecute or defend any contested matters arising out of the Debtor's Chapter 11 case; (b) assist in the recovery, liquidation and protection of estate assets; (c) determine the priorities and status of claims and file objections thereto when necessary; (d) prepare a disclosure statement and Chapter 11 Subchapter V plan of reorganization; and (e) perform all other legal services for the Debtor. The firm will charge $300 per hour for attorneys and $150 per hour for paralegals. In addition, the firm will seek reimbursement for expenses incurred. The firm received from the Debtor an advance payment of $10,000 as retainer. Seth Ballstaedt, Esq., an attorney at Ball Bankruptcy, 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: Seth D. Ballstaedt, Esq. Ballstaedt Law Firm, LLC d/b/a Fair Free Legal Services 8751 W. Charleston Blvd., Suite 220 Las Vegas, NV 89117 Telephone: (702) 715-0000 Facsimile: (702) 666-8215 Email: help@bkvegas.com About Christone Distribution Christone Distribution, Inc. is a professional auto spares and tires manufacturer in Las Vegas. It has operated with its partners as a special online e-commerce supply chain platform with related online orders' fulfillment services in distributing a variety of aftermarket auto parts. Christone Distribution filed its voluntary petition for Chapter 11 protection (Bankr. D. Nev. Case No. 23-10055) on Jan. 7, 2022, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Jing Liu, president of Christone Distribution, signed the petition. Judge Mike K. Nakagawa oversees the case. Seth D. Ballstaedt, Esq.. at Ballstaedt Law Firm, LLC is the Debtor's bankruptcy counsel. CINEWORLD GROUP: Lenders Pitch Debt-for-Equity Plan --------------------------------------------------- J. Sperling Reic of Celluloid Junkie News reports that Cineworld was back in United States Bankruptcy Court for the Southern District of Texas on February 8, 2023 to update Judge Marvin Isgur on the status of their ongoing bankruptcy case. Lawyers for the United Kingdom-based company provided an overview of current operations, a potential reorganization plan, ongoing interest from third-party bidders and even set a court date to provide a firm schedule for exiting bankruptcy. The world's second largest movie theatre chain, which operates Regal in the United States, filed for Chapter 11 in September 2022 of 2022. Since then they have closed at least 90 Regal cinema locations throughout the U.S. while simultaneously negotiating with lenders, creditors and fielding acquisition proposals from third-parties. Cineworld has also had to grapple with ongoing legal matters such as appealing a breach of contract judgement from a Canadian court over its abandoned acquisition of Cineplex and an adversary proceeding from National CineMedia (NCM), the on-screen advertising company Regal helped found. Representing Cineworld, Joshua Sussberg, a lawyer with Kirkland & Ellis, explained that the hearing was necessary because the company's secured lenders had submitted a term sheet detailing a debt-for-equity transaction that would also grant rights to fund the business moving forward. The ad hoc group is made up of 35 equity funds which hold USD $6 billion in Cineworld debt. "We of course do not have commitments for the financing or the equity. We have agreement on the terms. But suffice to say, we're going to proceed in earnest and negotiate this underlying plan," said Sussberg who set another court date for Feb. 21, 2023, when he believes a deal with the lenders for a stand-alone plan of reorganization will be ready for review and a schedule can be established for bringing Cineworld out of bankruptcy. "It is not lost on the company that this lender group has stepped up multiple times to help in a time of need," Mr. Sussberg added. "That was because of COVID. And there were multiple financings. This will be yet another instance where the lenders will finance the company and finance its recovery. And it's not lost on us that people have lost money. And it's obvious, in situations like that, fingers get pointed." While Sussberg didn't want to get into specifics, he denied any reports of Cineworld or Regal's existing management team leaving the company, voluntarily or otherwise. "Whether or not we are able to negotiate a management incentive arrangement for this existing management team remains to be seen," he said. "But I will tell you in my humble opinion, there are no better operators of this business than these executives. And whether you are a third-party vying company or a lender financing the company, this management team is committed to helping transition in any circumstance, whether it's a third-party sale or a lender led restructuring, we will negotiate and present to your honor the details of that plan." What Sussberg is alluding to is the ongoing window for third-parties to submit bids to acquire Cineworld, whether they be private equity firms, investor groups or other cinema operators. All non-binding bids demonstrating interest are due into Cineworld by 16 February. Though he once again didn't want to get into specifics Sussberg revealed that the number of bids received to date from third-parties had reached into the double digits and there remained significant interest in the company. "These parties come in all different shapes and sizes with all different types of proposals," he said. "We are going to consider all of them in close coordination with our board, our independent directors and ultimately our lenders. Obviously our lenders are effectively a bidder and they've given us a proposal and we will negotiate that proposal. If it turns out the lenders become a stalking horse for the third parties, we've been welcoming that since before these cases were filed. Ultimately we want to review as many bids as is possible so we have a complete comparison and understanding to maximize the value of the estate." What this means is that if one of the third-party bidders comes along and decides to offer a better deal than what the ad hoc group of lenders is willing to extend, then Cineworld would like to consider it. Essentially, the company has been hoping to use whatever deal their existing lenders offer as a baseline for potential buyers to beat. This isn't the only negotiation in which Cineworld is trying to play parties off of one another. Under bankruptcy, the cinema operator terminated its contract with NCM for on-screen advertising and is currently weighing proposals from competitors. NCM filed a complaint with the court over the maneuver explaining their long-standing contract with Regal was exclusive and non-negotiable, even under bankruptcy. This hasn't stopped Cineworld from negotiating with three different on-screen advertising companies, including NCM, for the best deal. Sussberg said the company intends to "file a motion to enter a new contract with one of the three parties, essentially as a stalking horse. To the extent that anyone else wants to come in and try to demonstrate a higher or better offer, we would welcome that as part of the process. This is a very important part of the business." In the meantime, Cineworld and Regal have been operating under bankruptcy and thanks to recent blockbusters such as "Avatar: The Way of Water" and "Puss in Boots: The Last Wish" the exhibitor's box office admissions have beat their projections by approximately 20%. This allowed the company to sock away USD $182 million in cash by the end of January. "Week over week in the month of January we beat our budget and surpassed our cash amounts to the point where we have demonstrated that when there are blockbusters in the theatre people will come," said Sussberg. Cineworld has also successfully renegotiated modifications for 150 of its existing Regal leases, presumably lowering their operating costs, though have not been able to do so at 77 sites. Landlords for some, though not all, of the latter sites will likely come to new terms with Regal, otherwise Cineworld will reject the leases and walkaway from the properties. Also attending the hearing was Michael Messersmith of Arnold & Porter Kaye on behalf of the ad hoc group of lenders. He acknowledged the huge financial loss the Cineworld's lenders had already taken on their investment in the company. Rescuing Cineworld once more, he said, "requires us again to insert additional funds, and that requires diligence on the company, and on the relationships they have with the industry and basically all the diligence that would go into a typical mergers and acquisitions transaction." Messersmith also touched on plans for Cineworld's existing management in his comments to the court. "Obviously, with a debt-for-equity transaction, the leadership of the reorganized company is going to be very important to us," he said. "If the lenders become the owners of the company, which is our base case, we would anticipate that the board of directors of the restructured company would vet and chose a senior management team. There necessarily will be a transition if that's the case and we anticipate working with the debtor and the existing management team about the terms of that transition if it is necessary." What Messersmith didn't say outright is that the board of directors may not be Cineworld's current board and thus decide not to retain the existing management team, in whole or in part. Judge Isgur made it clear that he would like to see Cineworld's bankruptcy case resolved sooner rather than later. "This case is not going to age well," he stated. "At some point there is an end to negotiations and it commences with litigation. You will get facilitation from the court with the respect to the scheduling of necessary hearings so things can get resolved by either agreement or by litigation. I'm no longer taking these mega-cases, so I have all the time in the world, so I will be here when we need to litigate things." The hearing ended on a bit of comedic note with Judge Isgur saying, "If you want me to scare everybody, I have no idea what Avatar is." Sussberg, doing his best to represent his client Cineworld on all fronts, leapt at the opportunity to point out that there were several wonderful Regal theatres in the Houston area and with all the free time the judge had, he might want to see the movie. Judge Isgur however, demurred, "The law doesn't allow me to buy a ticket while the case is ongoing, though I guess I can go to a non-Cineworld theatre and not break the law. But I can’t purchase anything from the estate." "In that case, don't go anywhere else," laughed Sussberg. "Wait for video." About Cineworld Group London-based Cineworld Group PLC was founded in 1995 and is the world's second-largest cinema chain. Cineworld operates 751 sites with 9,000 screens in 10 countries, including the Cineworld and Picturehouse screens in the UK and Ireland, Yes Planet in Israel, and Regal Cinemas in the United States. According to The Guardian, the Griedinger family, including Mooky's brother and deputy chief executive, Israel, have struggled to maintain control of the ailing business but have been forced to reduce their stake from 28% in recent years. Cineworld's top five investors include the Chinese Jangho Group at 13.8%, Polaris Capital Management (7.82%), Aberdeen Standard Investments (4.98%) and Aviva Investors (4.88%). The London-listed Cineworld, which has run up debt of more than $4.8 billion after losses soared during the pandemic, is pinning its hopes on a meatier slate of movies in 2022 to bounce back from a two-year lull. Cineworld Group plc and 104 affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 22-90168) on Sept. 7, 2022, estimating more than $1 billion in assets and debt. Judge Marvin Isgur oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as bankruptcy counsels; PJT Partners, LP as investment banker; AlixPartners, LLP as restructuring advisor; and Ernst & Young, LLP as tax services provider. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Sept. 23, 2022. The committee tapped Weil, Gotshal & Manges, LLP and Pachulski Stang Ziehl & Jones, LLP as legal counsels; FTI Consulting, Inc. as financial advisor; and Perella Weinberg Partners, LP as investment banker. CITY LIVING KC: Debtor to Serve as Disbursing Agent in Plan ----------------------------------------------------------- City Living KC, LLC asks the Bankruptcy Court to allow an Amendment to its First Amended Plan of Reorganization to clarify the disbursing agent. The Amendment provides that the Debtor shall serve as the disbursing agent of all Chapter 11 Plan payments called for in the Amended Plan of Reorganization. Attorneys for the Debtor: Colin N. Gotham, Esq. EVANS & MULLINIX, P.A. 7225 Renner Road, Suite 200 Shawnee, KS 66217 Tel: (913) 962-8700 Fax: (913) 962-8701 E-mail: cgotham@emlawkc.com About City Living KC City Living KC, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 22-41170) on Sept. 20, 2022. In the petition signed by Quashena Wallace, owner, the Debtor disclosed up to $10 million in assets and up to $1 million in liabilities. Judge Brian T. Fenimore oversees the case. Colin Gotham, Esq., at Evans & Mullinix, P.A., is the Debtor's counsel. CLOVIS ONCOLOGY: Committee Hires Jefferies LLC as Investment Banker ------------------------------------------------------------------- The official committee of unsecured creditors of Clovis Oncology, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Jefferies, LLC. The firm will as exclusive investment banker to the committee in connection with a potential merger and acquisition (M&A) transaction, restructuring of the Debtors' outstanding debt or financing transaction the Debtors will enter into. Its services include: (e) advising the committee on the current state of the "restructuring market;" (f) analyzing various Transaction scenarios and the potential impact of these scenarios on the value of the Debtors and the recoveries of those stakeholders impacted by the transaction; (g) assisting the committee in developing a general strategy for accomplishing a transaction; (h) assisting the committee in implementing a transaction involving the Debtors; (i) assisting the committee in evaluating and analyzing any transaction, including any securities or debt instruments that may be issued in any such transaction; and (j) other investment banking services. The firm will be paid as follows: (a) A monthly fee of $125,000 until the termination of the engagement. The first monthly fee shall be payable as of the date of the engagement letter. Additionally, commencing with the fourth full monthly fee actually paid to Jefferies, an amount equal to 50 percent of all full monthly fees actually and subsequently paid to the firm shall be credited once, without duplication, against any transaction fee subsequently payable to the firm. (b) A transaction fee in an amount equal to $2.5 million. The transaction fee shall be earned upon the consummation of an M&A transaction involving all or substantially all of the assets of the Debtors or the confirmation of a Chapter 11 plan. The fee shall be payable upon the consummation of the plan or the dismissal or other resolution of the Debtors' Chapter 11 cases. Only one transaction fee may be payable to Jefferies under the engagement letter. (c) Reimbursement of out-of-pocket expenses. Leon Szlezinger, a managing director and joint global head of Jefferies' Debt Advisory & Restructuring, disclosed in court filings 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: Leon Szlezinger Jefferies LLC 520 Madison Avenue New York, NY 10022 Telephone: (212) 284-2300 About Clovis Oncology Clovis Oncology, Inc. is an American pharmaceutical company, which mainly markets products for treatment in oncology. The company is based in Boulder, Colo. Clovis Oncology and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bank. D. Del. Lead Case No. 22-11292) on Dec. 11, 2022. In the petition signed by Paul E. Gross, executive vice president and general counsel, Clovis Oncology disclosed $319,164,834 in assets and $754,564,457 in liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Morris Nichols Arsht and Tunnell, LLLP and Wilkie Farr & Gallagher, LLP as bankruptcy counsels; Alixpartners, LLP as financial advisor; Perella Weinberg Partners, LP as investment banker; and Kroll Restructuring Administration, LLC as claims, noticing, and solicitation agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' cases. The committee tapped Morrison & Foerster, LLP as lead bankruptcy counsel; Potter Anderson & Corroon, LLP as Delaware counsel; Alvarez & Marsal North America, LLC as financial advisor; and Jefferies, LLC as investment banker. CLOVIS ONCOLOGY: Committee Taps A&M as Financial Advisor -------------------------------------------------------- The official committee of unsecured creditors of Clovis Oncology, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Alvarez & Marsal North America, LLC as financial advisor. The committee requires a financial advisor to: (a) assist in the assessment and monitoring of cash flow budgets, liquidity and operating results; (b) assist in the review of court disclosures, including the Schedules of assets and liabilities, statements of financial affairs, monthly operating reports, and periodic teports; (c) assist in the review of the Debtors' cost/benefit evaluations with respect to the assumption or rejection of executory contracts or unexpired leases; (d) assist in the analysis of any assets and liabilities and any proposed transactions for which court approval is sought; (e) assist in the review of the Debtors' proposed key employee retention plan and key employee incentive plan; (f) attend meetings with the Debtors, the Debtors' lenders and creditors, potential investors, the committee and any other official cmmittees organized in these Chapter 11 cases, the U.S. Trustee, other parties in interest, and professionals hired by the same, as requested; (g) assist in the review of any tax issues; (h) assist in the investigation and pursuit of causes of actions; (i) assist in the review of the claims reconciliation and estimation process; (j) assist in the review of the Debtors' business plan; (k) assist in the review of the sales or dispositions of the Debtors' assets; (l) assist in the valuation of the Debtors' intellectual property; (m) assist in the review or preparation of information and analysis necessary for the confirmation of a plan in these Chapter 11 cases; and (n) render such other general business consulting or such other assistance as the committee or its counsel may deem necessary. The firm will be paid at these rates: Managing Directors $1,025 - $1,375 per hour Directors $775 - $975 per hour Associates $575 - $775 per hour Analysts $425 - $550 per hour In addition, the firm will be reimbursed for out-of-pocket expenses incurred. Mark Greenberg, a managing director at Alvarez & Marsal North America, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark Greenberg Alvarez & Marsal Holdings, LLC 600 Madison Avenue, 8th Floor New York, NY 10022 Tel: +1 212 759 4433 Fax: +1 212 759 5532 Email: mgreenberg@alvarezandmarsal.com About Clovis Oncology Clovis Oncology, Inc. is an American pharmaceutical company, which mainly markets products for treatment in oncology. The company is based in Boulder, Colo. Clovis Oncology and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bank. D. Del. Lead Case No. 22-11292) on Dec. 11, 2022. In the petition signed by Paul E. Gross, executive vice president and general counsel, Clovis Oncology disclosed $319,164,834 in assets and $754,564,457 in liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Morris Nichols Arsht and Tunnell, LLLP and Wilkie Farr & Gallagher, LLP as bankruptcy counsels; Alixpartners, LLP as financial advisor; Perella Weinberg Partners, LP as investment banker; and Kroll Restructuring Administration, LLC as claims, noticing, and solicitation agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' cases. The committee tapped Morrison & Foerster, LLP as lead bankruptcy counsel; Potter Anderson & Corroon, LLP as Delaware counsel; Alvarez & Marsal North America, LLC as financial advisor; and Jefferies, LLC as investment banker. CLOVIS ONCOLOGY: Committee Taps Morrison & Foerster as Lead Counsel ------------------------------------------------------------------- The official committee of unsecured creditors of Clovis Oncology, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Morrison & Foerster LLP as counsel. The firm's services include: (a) advising the committee in connection with its powers and duties under the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules; (b) assisting and advising the committee in its consultation with the Debtors relative to the administration of these Chapter 11 cases; (c) attending meetings and negotiating with the representatives of the Debtors and other parties in interest; (d) assisting and advising the committee in its examination and analysis of the conduct of the Debtors' affairs; (e) assisting and advising the committee in connection with any sale of the Debtors' assets pursuant to Section 363 of the Bankruptcy Code; (f) assisting the committee in the review, analysis, and negotiation of any Chapter 11 plan of reorganization or liquidation that may be filed and assisting the committee in the review, analysis, and negotiation of the disclosure statement accompanying any such plan; (g) taking all necessary action to protect and preserve the interests of the committee, including: (i) possible prosecution of actions on its behalf; (ii) if appropriate, negotiations concerning all litigation in which the Debtors are involved; and (iii) if appropriate, review and analysis of claims filed against the Debtors' estates; (h) preparing legal papers; (i) appearing, as appropriate, before the bankruptcy court, the appellate courts, and the U.S. Trustee; and (j) other necessary legal services. The firm will be paid at these rates: Partners and Senior Of Counsel $1,200 to $2,050 per hour Of Counsel $1,050 to $1,650 per hour Associates $710 to $1,130 per hour Paraprofessionals $340 to $560 per hour In addition, the firm will be reimbursed for out-of-pocket expenses incurred. Lorenzo Marinuzzi, Esq., a partner at Morrison & Foerster, 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, Morrison & Foerster 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 prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The committee and the firm expect to develop a prospective budget and staffing plan to comply with the U.S. Trustee's requests for information and additional disclosures, and any other orders of the Court, recognizing that in the course of these Chapter 11 cases there may be unforeseeable fees and expenses that will need to be addressed by the committee and the firm. The firm can be reached at: Lorenzo Marinuzzi, Esq. Theresa A. Foudy, Esq. Benjamin Butterfield, Esq. Raff Ferraioli, Esq. Alexander G. Severance, Esq. Morrison & Foerster LLP 250 West 55th Street New York, NY 10019 Tel: (212) 468-8000 Fax: (212) 468-7900 Email: lmarinuzzi@mofo.com tfoudy@mofo.com bbutterfield@mofo.com rferraioli@mofo.com aseverance@mofo.com About Clovis Oncology Clovis Oncology, Inc. is an American pharmaceutical company, which mainly markets products for treatment in oncology. The company is based in Boulder, Colo. Clovis Oncology and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bank. D. Del. Lead Case No. 22-11292) on Dec. 11, 2022. In the petition signed by Paul E. Gross, executive vice president and general counsel, Clovis Oncology disclosed $319,164,834 in assets and $754,564,457 in liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Morris Nichols Arsht and Tunnell, LLLP and Wilkie Farr & Gallagher, LLP as bankruptcy counsels; Alixpartners, LLP as financial advisor; Perella Weinberg Partners, LP as investment banker; and Kroll Restructuring Administration, LLC as claims, noticing, and solicitation agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' cases. The committee tapped Morrison & Foerster, LLP as lead bankruptcy counsel; Potter Anderson & Corroon, LLP as Delaware counsel; Alvarez & Marsal North America, LLC as financial advisor; and Jefferies, LLC as investment banker. CLOVIS ONCOLOGY: Committee Taps Potter Anderson as Delaware Counsel ------------------------------------------------------------------- The official committee of unsecured creditors of Clovis Oncology, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Potter Anderson & Corroon LLP as Delaware counsel. The firm's services include: a. providing legal advice regarding local rules, practices, and procedures and providing substantive and strategic advice on how to accomplish committee goals; b. drafting, reviewing and commenting on drafts of documents to ensure compliance with local rules, practices, and procedures; c. drafting, filing and service of documents as requested by Morrison & Foerster, LLP; d. preparing certificates of no objection, certifications of counsel, and notices of fee applications; e. printing of documents and pleadings for hearings, preparing binders of documents and pleadings for hearings; f. appearing in court and at any meetings of creditors; g. monitoring the docket for filings and coordinating with Morrison & Foerster on pending matters that may need responses; h. participating in calls with the committee; i. providing additional administrative support to Morrison & Foerster, as requested; and j. taking on any additional tasks or projects the committee may assign. The firm will be paid at these rates: Partners $675 to $865 per hour Associates $440 to $640 per hour Paraprofessionals $330 to $350 per hour In addition, the firm will be reimbursed for out-of-pocket expenses incurred. Christopher Samis, Esq., a partner at Potter Anderson & Corroon, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Potter Anderson & Corroon 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 prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Potter Anderson & Corroon did not represent the committee in the 12 months prepetition. The firm may represent in the future certain committee members or their affiliates in their capacities as members of official committees in other Chapter 11 cases or individually in matters wholly unrelated to the Debtors' cases. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Potter Anderson & Corroon expects to develop a budget and staffing plan to reasonably comply with the U.S. Trustee’s request for information and additional disclosures, as to which the firm reserves all rights. The committee has approved Potter Anderson & Corroon's proposed hourly billing rates. The firm can be reached at: Christopher M. Samis, Esq. L. Katherine Good, Esq. Aaron H. Stulman, Esq. Elizabeth R. Schlecker, Esq. Potter Anderson & Corroon LLP 1313 North Market Street, 6th Floor Wilmington, DE 19801 Tel: (302) 984-6000 Fax: (302) 658-1192 Email: csamis@potteranderson.com kgood@potteranderson.com astulman@potteranderson.com eschlecker@potteranderson.com About Clovis Oncology Clovis Oncology, Inc. is an American pharmaceutical company, which mainly markets products for treatment in oncology. The company is based in Boulder, Colo. Clovis Oncology and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bank. D. Del. Lead Case No. 22-11292) on Dec. 11, 2022. In the petition signed by Paul E. Gross, executive vice president and general counsel, Clovis Oncology disclosed $319,164,834 in assets and $754,564,457 in liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Morris Nichols Arsht and Tunnell, LLLP and Wilkie Farr & Gallagher, LLP as bankruptcy counsels; Alixpartners, LLP as financial advisor; Perella Weinberg Partners, LP as investment banker; and Kroll Restructuring Administration, LLC as claims, noticing, and solicitation agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' cases. The committee tapped Morrison & Foerster, LLP as lead bankruptcy counsel; Potter Anderson & Corroon, LLP as Delaware counsel; Alvarez & Marsal North America, LLC as financial advisor; and Jefferies, LLC as investment banker. CM RESORT: April 5 Plan Confirmation Hearing Set ------------------------------------------------ MAR Living Trust filed with the U.S. Bankruptcy Court for the Northern District of Texas a Fifth Amended Joint Disclosure Statement and Fifth Amended Joint Plan of Reorganization for CM Resort, LLC, et al. On Feb. 14, 2023, Judge Edward L. Morris approved the Fifth Amended Joint Disclosure Statement and ordered that: * April 5, 2023, at 9:30 a.m. at the United States Bankruptcy Court, 501 W. 10th Street, Fort Worth, Texas 76102 is the hearing on confirmation of the Fifth Amended Joint Plan of Reorganization. * The Equity Auction of the Debtors' new equity interests to be issued under the Plan shall be held in-person only at the offices of the Chapter 11 trustee (Cavazos Hendricks Poirot, P.C., Suite 570, Founders Square, 900 Jackson Street, Dallas, TX 75202) on April 3, 2023, at 2:00 p.m. * March 29, 2023, is fixed as the last day to file and serve objections to the confirmation of the Plan. * March 29, 2023, is fixed as the last day to submit ballots accepting or rejecting the Debtor's Plan of Reorganization. A copy of the order dated February 14, 2023 is available at https://bit.ly/3Iw3V4b from PacerMonitor.com at no charge. Attorneys for MAR Living Trust, Plan Proponent Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 About CM Resort Based in Gordon, Texas, CM Resort LLC, a single-asset real estate, filed a voluntary petition for bankruptcy under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-43168) on Aug. 15, 2018. The case is jointly administered with the Chapter 11 cases filed by CM Resort Management LLC and nine other companies. Case No. 18-43168 is the lead case. In the petition signed by Mark Ruff, member and authorized agent, CM Resort estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Russell F. Nelms presides over the case. Gerrit M. Pronske, Esq., at Pronske Goolsby & Kathman, P.C., is CM Resort's legal counsel. John Dee Spicer was appointed as Chapter 11 trustee. The trustee is represented by Cavazos Hendricks Poirot, P.C. COLUMBIA ASTHMA: U.S. Trustee Appoints Tamar Terzian as PCO ----------------------------------------------------------- Peter C. Anderson, the United States Trustee for Region 16, appointed Tamar Terzian as Patient Care Ombudsman for Columbia Asthma & Allergy Clinic I, PC. The appointment was made pursuant to the order from the U.S. Bankruptcy Court for the Central District of California approving a stipulation for the appointment of a Patient Care Ombudsman. The United States Trustee is authorized to appoint a patient care ombudsman in this case under Section 333(a)(1) of the Bankruptcy Code. In the PCO's investigation, the PCO discovered no known connections with the Debtor, principles of the Debtor, insiders, the Debtor's creditors, any other party or parties-in-interest, and their respective attorneys or accountants or any person employed in the Office of the United States Trustee. A copy of the notice is available for free at https://bit.ly/3jThMYO from PacerMonitor.com. About Columbia Asthma & Allergy Clinic I, PC Columbia Asthma & Allergy Clinic I, PC has been providing breakthrough customized approaches to treating asthma and allergy, including desentization treatments for shrimp and nut allergies. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10579) on February 1, 2023. In the petition signed by Sanjeev Jain, MD, chief executive officer, the Debtor disclosed $370,723 in assets and $6,903,223 in liabilities. Judge Vincent P. Zurzolo oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, is the Debtor's legal counsel. CONSTELLATION AUTOMOTIVE: GBP325M Bank Debt Trades at 47% Discount ------------------------------------------------------------------ Participations in a syndicated loan under which Constellation Automotive Ltd is a borrower were trading in the secondary market around 53.4 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The GBP325 million facility is a Term loan that is scheduled to mature on July 16, 2029. The amount is fully drawn and outstanding. Constellation Automotive Group Limited offers digital used car marketplace. The Company offers used passenger cars, utility vehicles, and trucks, as well as provides parts and accessories, repairs and maintenance, finance, and insurance services. The Company's country of domicile is the United Kingdom. CONVERGEONE HOLDINGS: $275M Bank Debt Trades at 50% Discount ------------------------------------------------------------ Participations in a syndicated loan under which ConvergeOne Holdings Inc is a borrower were trading in the secondary market around 50 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The $275 million facility is a Term loan that is scheduled to mature on January 4, 2027. The amount is fully drawn and outstanding. ConvergeOne Holdings, Inc. operates as a holding company. The Company, through its subsidiaries, provides managed cloud, cyber security, enterprises networking, data center, application and software development, security infrastructure, and hosted collaboration solutions. DACO CONSTRUCTION: Non-Insider Unsecureds to Get 15% Under Plan --------------------------------------------------------------- DACO Construction Corporation submitted a Disclosure Statement in support of Chapter 11 Plan of Reorganization. Class 14 consists of Allowed General Unsecured Claims under the amount of $1,000,000. Unsecured general claims total $5,435,434. However, the Debtor believes it to be appropriate to separately classify the general unsecured claim of Sepol Construction Corporation which the Debtor had scheduled in the amount of $3,449,553. By limiting Class 14 to Allowed Claims under $1,000,000 and separately classifying the claim of Sepol into Class 15 as an Allowed Unsecured Claim equal to or in excess of $1,000,000, the amount of Allowed General Unsecured Claims in Class 14 on which a distribution will be made under the Debtor's Plan is calculated to be $1,985,881. Had Daco classified all general unsecured claims totaling $5,434,516.38 into Class 14, the projected distribution of $300,000 under the Debtor's Plan would have yielded a distribution of 6 percent. Daco has separately classified the allowed unsecured claim of Sepol into Class 15 which will NOT receive any distribution during the pendency of the debtor's Confirmed Plan; Daco believes this to be appropriate in consideration of Sepol's status as an insider. By doing so, the separate classification of Sepol's claim into Class 15 reduces the amount of allowed unsecured claims in Class 14 to $1,985,866 which increases the projected distribution to Class 14 Creditors to 15 percent. The Debtor dedicates to the repayment of allowed claims in Class 14 under any confirmed Plan of Reorganization its Net Operating Revenue for a period of 5 years -- that is 60 months -- ending March 23, 2028, presuming the entry of a final and non- appealable Confirmation Order confirming any plan of reorganization filed by the debtor is obtained in order that the Effective Date of the Plan is prior to April 23, 2023. In order to maximize the return to its creditors and to increase its Net Operating Revenue to fund the repayment proposals made in its Plan, the Debtor has reduced many of its operating expenses. Daco has remained current on payment of its various secured debts and has also remained current on the payment of its tax obligations that have come due postpetition. Daco has proposed an extended repayment period in order to maximize its return on its existing unsecured obligations. In addition, the Debtor has attempted to reduce its operating expenses where possible. These reductions have increased its Net Operating Revenue to fund its Plan. Funds required for the implementation of the Plan shall come from (i) Net Operating Revenue consisting of those funds remaining in the Debtor's general account from its operation less those expenses necessary and required by the debtor for its operation which have been generally reflected in Daco's monthly reports and (ii) the investment by the holders of Interests in the debtor of the total principal sum of $2,500 as new value for and in consideration of the cancellation of existing shares of stock and the issuance and receipt of new shares of stock in the Reorganized Debtor. Attorney for Daco Construction Corporation: Marc R. Kivitz, Esq. Suite 1330, 201 North Charles Street Baltimore, MD 21201 Tel: (410) 625-2300 Fax: (410) 576-0140 E-mail: mkivitz@aol.com A copy of the Disclosure Statement dated Feb. 8, 2023, is available at https://bit.ly/3DX9y8F from PacerMonitor.com. About DACO Construction Corporation DACO Construction Corporation is a construction company based in Hanover, Md. DACO Construction sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 22-14371) on Aug. 10, 2022. In the petition filed by its chief operating officer, Pedro Couto, the Debtor reported assets between $1 million and $10 million and liabilities between $1 million and $10 million. Judge Michelle M. Harner oversees the case. Marc Robert Kivitz, Esq., at the Law Office of Marc R. Kivitz, is the Debtor's counsel. DAMON CAPITAL: TX Building Owner Hits Chapter 11 Bankruptcy ----------------------------------------------------------- Damon Capital Ltd. filed for chapter 11 protection in the Western District of Texas. Damon Capital, Ltd. is the owner and operator of a building located in Georgetown, Texas known by its address as 701 Main Street, Georgetown, Texas 78626. The Debtor leases space in the Building to commercial tenants engaged in a variety of businesses, as the Building is located off the historic Main Square in Georgetown. First National Bank of Ft. Stockton, owed $891,507, is the secured lender on the Building. The Building is valued at $2,180,916. According to court filings, Damon Capital estimates between $1 million and $10 million in total debt owed to 1 to 49 creditors. The petition states that funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for March 7, 2023 at 10:00 a.m. in Room Telephonically on telephone conference line: (866)711-2282 (participant passcode: 3544189#). About Damon Capital Ltd. Damon Capital, Ltd. is primarily engaged in renting and leasing real estate properties. Damon Capital sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10063) on Feb. 6, 2023. In the petition signed by Chris Damon, president, the Debtor disclosed between #1 million and $10 million in both assets and liabilities. The case is overseen by the Honorable Bankruptcy Judge H. Christopher Mott. Stephen W. Sather, Esq., at Barron & Newburger, P.C., represents the Debtor. DCIJ BEE HIVE: No Resident Complaints, PCO Report Says ------------------------------------------------------ Kim Marheine, the appointed Patient Care Ombudsman (PCO) for DCIJ Bee Hive, LLC d/b/a Beehive Homes of Eau Claire, filed with the U.S. Bankruptcy Court for the Western District of Wisconsin a report on the Debtor's health care facility. Since the prior report, this home has gone through a name change, and is now known as Sapphire Senior Living. During the most recent visit the Regional Ombudsman, Sarah Thorsberg, spoke with all residents and visitors who were available and able to be interviewed, and received no complaints or concerns. In speaking with the staff in charge it was noted that the resident census had remained stable, as had staffing, though like most providers, they continue to seek additional staff. There were no noted concerns or issues to suggest that staffing was not adequate. The PCO stated that no concerns were noted in either the cleanliness of the home or the supply of necessary food, hygiene and general supplies. The home had been decorated for the upcoming holidays, and the calendar showed some holiday-based social programs planned. There were no concerns noted with petty cash and no resident funds are managed by the home's staff. Staff were observed to interact with residents with respect, humor and kindness. Residents reported being largely satisfied, though would like more outings into the community once the weather improves, which has been an enduring request. A copy of the Ombudsman Report is available for free at https://bit.ly/3jPwX5c from PacerMonitor.com. About DCIJ Bee Hive, LLC DCIJ Bee Hive, LLC is part of the health care industry. DCIJ Bee Hive sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wis. Case No. 22-10427) on March 25, 2022. In the petition signed by Daniel Pekol, managing member, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Catherine J. Furay oversees the case. Evan M. Swenson, Esq., at Swenson Law Group, LLC, is the Debtor's counsel. DERMARITES INDUSTRIES: PennantPark Investment Says Loan at 40% Off ------------------------------------------------------------------ PennantPark Investment Corporation has marked its $8,755,000 loan extended to DermaRite Industries LLC to market at $5,288,000 or 60% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in PennantPark Investment's Form 10-Q for the quarterly period ended December 31, 2022, filed with the Securities and Exchange Commission on February 8, 2023. PennantPark Investment is a participant in a First Lien Secured Debt to DermaRite Industries LLC. The loan accrues interest at a rate of 11.73% (1M L+700) per annum. The loan matures on June 30, 2023. PennantPark Investment was organized as a Maryland corporation in January 2007. PennantPark Investment is a closed-end, externally managed, non-diversified investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. PenantPark invests primarily in U.S. middle-market companies in the form of first lien secured debt, second lien secured debt, subordinated debt and, to a lesser extent, equity investments. Dermarite Industries LLC manufactures personal care products. The Company offers skin and wound care, as well as nutritional products including hand wash, soap, skin cleansers, and protactants. DIAMOND SPORTS: Bally Sports Owner to Miss Interest Payment ----------------------------------------------------------- Joe Reedy of AP News reports that Diamond Sports Group, the largest owner of regional sports networks, will miss a $140 million interest payment in the third week of February 2023, which would put the company closer to filing for bankruptcy. Two people familiar with the financing plans told The Associated Press that the missed interest payments would begin a 30-day grace period, where Diamond Sports Group could negotiate with creditors and restructure its debt. Another avenue could be a pre-arranged Chapter 11 bankruptcy filing. The people spoke on condition of anonymity because they were not at liberty to discuss financial transactions. Diamond owns 19 networks under the Bally Sports banner. Those networks have the rights to 42 professional teams -- 14 baseball, 16 NBA and 12 NHL. Bloomberg reported last January 2023 that Diamond Sports Group has an overall debt of $8.6 billion. Sinclair Broadcast Group -- which owns Diamond -- bought the regional sports networks from Walt Disney Company for nearly $10 billion in 2019. Disney was required by the Department of Justice to sell the networks in order for its acquisition of 21st Century Fox's film and television assets to be approved. Diamond has nearly $1 billion in rights payments, mostly to baseball teams, due in the first quarter this 2023. Commissioner Rob Manfred told the AP earlier this week after an owners’ meeting that MLB would be in a position to step in if Diamond was unable to broadcast games. "Our goal would be to make games available not only within the traditional cable bundle but on the digital side, as well," Manfred said. "What we do is largely dependent on how Diamond and the creditors play their cards, what they decide to do." Bally Sports has tried to offset the effects of cord cutting by offering a Bally Sports+ digital package, where fans in some markets would be able to stream their team's games. About Bally Sports Regional Bally Sports Regional Sports Networks are a group of regional sports networks in the United States owned by Diamond Sports Group, a joint-venture company of the Sinclair Broadcast Group and Entertainment Studios. DIOCESE OF NORWICH: Fires Epiq After Release of Victim IDs ---------------------------------------------------------- Brian Steele of Law360 reports that The Roman Catholic Diocese of Norwich, Connecticut, has fired Epiq Corporate Restructuring LLC from its Chapter 11 bankruptcy case after the legal services company allegedly published the full list of people who claim they were sexually abused within the church as children, an attorney for the debtor said Friday, February 10, 2023. As reported in the TCR, Epiq, the claims and noticing agent, mistakenly published the names and addresses of 142 clergy sexual assault victims in a federal court document that was publicly available online. The names were available for about 21 hours even though all but one of the victims had been assured their names would not be released and the federal bankruptcy judge handling the case had ordered they remain anonymous. The Diocese, in collaboration with the Committee representing the Diocese's creditors, including abuse survivors, promptly filed a motion with the Bankruptcy Court to remove the names that were published in error, and seal the record to protect the identity of the survivors. The diocese filed for bankruptcy in 2021 as it faced more than 60 lawsuits filed by men who say they were sexually assaulted as boys by Christian Brothers, staff and students at the diocese-run Mount Saint John Academy, a residential school for troubled boys in Deep River, from 1990 to 2002. Since the bankruptcy filing, 82 additional people, whose sexual assault allegations involved not only the school, but diocesan churches, have filed claims in the bankruptcy case. About The Norwich Roman Catholic Diocesan Corporation The Norwich Roman Catholic Diocesan Corporation is a nonprofit corporation that gives endowments to parishes, schools, and other organizations in the Diocese of Norwich, a Latin Church ecclesiastical territory or diocese of the Catholic Church in Connecticut and a small part of New York. The Norwich Roman Catholic Diocesan Corporation sought Chapter 11 protection (Bankr. D. Conn. 2:21-bk-20687) on July 15, 2021. The Debtor estimated $10 million to $50 million in assets against liabilities of more than $50 million. Judge James J. Tancredi oversees the case. The Debtor tapped Ice Miller, LLP as bankruptcy counsel and Robinson & Cole, LLP as Connecticut counsel. Epiq Corporate Restructuring, LLC is the claims and noticing agent. DIOCESE OF SAN DIEGO: Reportedly Considering Bankruptcy Filing -------------------------------------------------------------- Greg Moran of San Diego Union-Tribune reports that the Roman Catholic Diocese of San Diego is warning it may have to file bankruptcy in the future because of the potential fallout from hundreds of pending lawsuits alleging sexual abuse by clergy over the last 75 years. The warning comes nearly 15 years to the day since the diocese last sought the sanctuary of the bankruptcy code, filing for Chapter 11 reorganization in the face of 144 claims of sexual abuse by clergy. The bankruptcy was dismissed eight months later, after the diocese reached a settlement with the victims for $198 million. Now the diocese might have to go down the same path, said Keven Eckery, the communications director for the sprawling diocese of 1.3 million Roman Catholics in San Diego and Imperial counties. On Thursday night at a 90-minute meeting with priests from the 96 diocesan parishes, Cardinal Robert McElroy informed them of the possibility the diocese could again file for reorganization under Chapter 11 of the U.S. bankruptcy code. Lawyers representing accusers criticized the move and said the diocese was trying to avoid or lessen its liability for clergy misconduct, as well as pressure plaintiffs into seeking a settlement. Irwin Zalkin, who represents about 120 of the 400 plaintiffs who have filed suits in San Diego Superior Court, said the diocese has enough assets to pay settlements. Zalkin represented hundreds of claimants in the 2007 cases and was instrumental in negotiating the final settlement. He said in an interview that the announcement took him by surprise. Lawyers have been in mediation on the cases for the last two years, he said. "For them to pull this stunt without warning us, and allowing us to give our clients a warning, is outrageous," he said. The lawsuits have all been coordinated in front of San Diego Superior Court Judge Eddie Sturgeon. The first case, one filed by Zalkin, is set to go to trial in July 2023, he said. At the briefing, Eckery could not say when or if the diocese would file for bankruptcy. He said such filing was not imminent and gave a time frame of late spring or summer for any possible decision by McElroy. That would put it just before the first trial is set to begin. Filing for bankruptcy prompts an immediate halt to any lawsuits against the person or entity filing for bankruptcy protection. That stay remains in effect for the duration of the bankruptcy. If the diocese were to file in late spring or early summer, it would be similar to what happened in February 2007, when the diocese went into bankruptcy court just hours before a trial in the first of the 144 cases was set to begin. The trial never happened because the settlement resolved all the cases. Eckery said the main driver behind a possible bankruptcy was the passage by the state Legislature in 2019 of AB 218, a law that reopened for three years a window for filing claims of sexual abuse that allegedly occurred long ago and would otherwise be barred by legal deadlines. The law applied not only to churches but any organization. That window closed at the end of 2022. The law, which was signed by Gov. Gavin Newsom in October 2019, also contains a provision allowing a tripling of any monetary damages awarded if the organization was proved to have engaged in a cover-up. Eckery said the majority of the claims date from 50 to 75 years ago, and no cases have been filed alleging abuse by a clergy member this century. No current priests are named in the suits, he said. Still, he said that if the diocese settled for the same amount as the average case settled for in 2007 — a figure he gave as $1.4 million — the total bill would be in excess of $550 million. "And frankly, we don't have that kind of money," he said. Plaintiffs' lawyers disagree and say the diocese has ample assets in property and other holdings to compensate their clients, an issue that could be hashed out in a separate lawsuit Zalkin said he will file next week alleging the diocese has engaged in a fraudulent effort to hide its assets over the past several years. In 2010 he said the diocese formed individual corporations for each parish, then formed real-estate holding companies. Previously the assets were held in trust by the diocese and under control of the bishop. But nothing was transferred into those entities until 2019, after the bill was signed, he said. "Why didn't they transfer those assets in 2010?" he asked. The suit will argue the diocese was simply trying to divest itself of assets to separate corporations, thereby lowering the amount of money available to plaintiffs. John Manly, another lawyer representing claimants in the current batch of cases, said he would oppose any bankruptcy filing by the diocese. "The Diocese of San Diego has a well-documented history of lying about its financial assets in order to dodge liability for their knowing concealment of child molesting priests," he said in a statement. Manly was referencing the 2007 bankruptcy case, which ended up being a bruising proceeding for the diocese. At one point, the judge overseeing the case appointed a forensic accounting expert to review 1,000 diocesan accounts and other parts of its finances. The review found that the diocese had made conflicting statements about its assets and highlighted "purposeful attempts" to circumvent federal law and "openly questionable activities" relating to the bankruptcy filings. When Judge Louise De Carl Adler formally dismissed the bankruptcy after the settlement was reached, she said that the diocese had enough assets then to settle all the claims without filing for bankruptcy. "Chapter 11 is not supposed to be a vehicle, a method, to hammer down the claims of those abused," she said then. Eckery said that the diocese is not trying to leverage or pressure claimants here, but instead any bankruptcy filing would be so all people who claimed they were abused would be treated fairly. "We have 400 claims," he said. "How do you equitably make sure everyone who has a claim gets it treated correctly, and you have provided all the assets you can," he said. He said that parishioners at churches in the diocese will be told of the possibility of a bankruptcy filing at masses this weekend. About the San Diego Diocese The Roman Catholic Diocese of San Diego in California -- http://www.diocese-sdiego.org/-- is a Latin Church ecclesiastical territory or diocese of the Catholic Church in Southern California, United States. Its ecclesiastical territory includes all of San Diego and Imperial Counties in Southern California, with a Catholic population of approximately 1.4 million. In 2007, the Diocese filed for Chapter 11 protection just before commencement of the first of court proceedings for 140 sexual abuse lawsuits filed against the Diocese. The San Diego Diocese filed for chapter 11 protection on Feb. 27, 2007 (Bankr. S.D. Cal. Case No. 07-00939). In its schedules of assets and liabilities, the Diocese listed total assets of $152,510,888 and total liabilities of $72,754,092. Gerald P. Kennedy, Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represented the Diocese. Attorneys at Pachulski Stang Ziehl & Jones LLP represented the Official Committee of Unsecured Creditors. On April 24, 2007, the Diocese won confirmation of its Chapter 11 Plan. In September 2007, the Diocese announced a $198.1 million deal to settle 144 claims of sexual abuse by clergy, then the second-largest payment since the abuse scandal erupted in 2002. DIVERSIFIED HEALTHCARE: S&P Cuts ICR to 'CCC+', Outlook Negative ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Diversified Healthcare Trust (DHC) to 'CCC+' from 'B'. At the same time, S&P lowered its issue-level rating on the company's senior unsecured notes that aren't guaranteed to 'CCC+' from 'B', and its rating on its guaranteed senior unsecured notes to 'B' from 'BB-'. The negative outlook reflects S&P's view that significant liquidity pressure and refinancing risks remain, with the company's fully drawn revolver and senior unsecured notes due in 2024. The outlook also reflects our expectation for a gradual recovery in operating performance within the company's senior housing operating property (SHOP) portfolio, though the pace of the recovery remains uncertain. The amendment to DHC's revolving credit facility was insufficient to ease near-term refinancing risks as its revolver remains due in January 2024. The company announced that it has amended the agreement governing its revolving credit facility, which most notably extended the waiver of the FCC covenant through maturity of the facility on Jan. 15, 2024, and reduced the total commitments to $450 million. However, the revolver's maturity was not extended. As of Sept. 30, 2022, the company's ratio of consolidated income available for debt service to debt service was below the 1.5x incurrence requirement under its public debt covenants, thus DHC is not allowed to incur additional debt until the ratio is above 1.5x on a pro forma basis. The company has $250 million of senior unsecured notes due in May 2024 in addition to the company's fully drawn revolver due in Jan. 2024. Given the upcoming maturities and the company's inability to incur additional debt, there is significant uncertainty surrounding refinancing options and the company's ability to raise capital. The company raised significant proceeds from dispositions in 2022, but a declining portfolio of unencumbered life science properties and medical office buildings, along with a more challenging economic environment with limited transaction activity, could limit its ability to generate sufficient proceeds to meet upcoming debt maturities. Operating performance should improve in 2023, though the pace and magnitude of the recovery remains uncertain. Through the first three quarters of 2022, cash net operating income (NOI) from DHC's SHOP portfolio declined by nearly 95%, generating less than $1 million in NOI. As of Sept. 30, 2022, S&P Global Ratings-adjusted debt to EBITDA was 14.9x and fixed-charge coverage was 0.7x, both metrics at their weakest levels since the onset of the pandemic. While occupancy increased to 74.7% as of Sept. 30, 2022, from 72.5% as of year-end 2021, expense pressure was significant and offset rate increases. S&P said, "Looking ahead to 2023, we expect occupancy to continue to improve, while labor and cost pressures should ease, resulting in margin and NOI expansion. However, the recovery is likely to be slow and gradual and DHC is working with a much shorter window given its upcoming debt maturities. We believe that improvement in operating performance in 2023 is crucial as DHC looks to deleverage and refinance its upcoming maturities. "The negative outlook reflects our view that significant liquidity pressure and refinancing risks remain, with the company's fully drawn revolver and senior unsecured notes due in the first half of 2024. "We could lower our ratings on DHC if we expect a payment default, debt restructuring, or distressed exchange to occur within the next 12 months." S&P could revise its outlook to stable or raise the ratings if: -- The company successfully refinances its upcoming debt maturities such that we view the capital structure as sustainable and its liquidity position improves; and -- Operating performance shows continued signs of recovery. ESG credit indicators: E-2, S-3, G-3 DMD SERVICES INC: Hires Law Offices of Timothy Zearfoss as Counsel ------------------------------------------------------------------ DMD Services, Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ the Law Offices of Timothy Zearfoss as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Zearfoss will charge $250 per hour for legal services rendered out of court and $300 per hour for in-court legal services. The firm received an advance retainer in the sum of $10,000 from the Debtor prior to the Petition Date. Timothy Zearfoss, Esq., disclosed in a court filing that he does not represent any interests adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Timothy Zearfoss, Esq. Law Offices of Timothy Zearfoss 143-145 Long Lane Upper Darby, PA 19082 Tel: (610) 734-7001 About DMD Services, Inc. DMD Services, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 23-10152) on January 18, 2023. The Debtor hires the Law Offices of Timothy Zearfoss as legal counsel. ELK SERVICES: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------- Elk Services LLC asks the U.S. Bankruptcy Court for the District of Colorado for authority to use cash collateral on an expedited basis. The Debtor requires the use of cash collateral to stabilize business, eliminate unnecessary expenses, and restructure the terms of the factoring agreements. As of December 1, 2022, the Debtor transported freight for Amazon Logistics, Inc., which generated an average monthly gross revenue of $385,404 from December 1, 2021, up to and through November 30, 2022. However, in or around the second week of December 2022, Amazon withdrew its month-to-month contract with the Debtor and opened the bidding process for the four shipping routes previously serviced by the Debtor. On January 1, 2023, Amazon notified the Debtor that it was awarding three of the four serviced shipping routes to lower-cost third party vendors unless the Debtor could price match the winning bids of each route. As a job cost analysis disclosed that the costs of services and ordinary business operations for each route exceeded the contract rate awarded to the winning bid for such same route, the Debtor elected not to reduce its shipping rates for the sake of retaining all 4 shipping routes with Amazon. Since Amazon renewed only one-fourth of its business with the Debtor, gross revenue generated from January 1, 2023 through January 31, 2023 was 37% less than the 1-Year Average of total income and anticipated to continue to decline by another 29%. However, prior to Amazon re-opening the bidding process for the 4 shipping routes, the Debtor obtained the approximate sum of $285,000 through factoring agreements with Retail Capital LLC doing business as Credibly and LG Funding, LLC to fund a larger workforce, new truck and trailer rentals, and an increase in customary transportation costs during the prime shipping season for which commenced on November 25, 2022 and continued up to and through January 31, 2023. Pursuant to a Receivables Purchase Agreement dated November 2, 2022, the Debtor granted a security interest in accounts receivable of $150,375 as consideration for receipt of cash funds in the amount of $125,000. The Debtor also executed a Standard Merchant Cash Advance Agreement in favor of LG Funding on December 7, 2022, which provides that the Debtor granted a security interest in accounts receivables worth the sum of $219,200 as consideration for cash funds in the amount of $160,000. Analogous to the RC Agreement, the LGF Agreement provides for the Debtor to tender payments to LG Funding by either remitting the "Specified Percentage" of 14.0% of settlement amounts due from each transaction up to the "Cap" amount of $5,220 per week. As of the Petition Date, the Debtor owed to LG Funding $207,052, together with interest assessed at a "prejudgment rate" of 24.0% per annum; and owed the approximate amount of $122,680 to Credibly under the Nov. 2 RC Agreement. Furthermore, a UCC-1 Search Report arising from the Debtor utilizing the State Secretary's Standard Search Logic discloses holders of validly perfected security interests against the Debtor's cash, deposit accounts, and accounts receivable by and through recording a UCC-1 Financing Statement, as follows: (a) Credibly, by and through First Corporate Solutions, on October 25, 2022 at Validation Number 20222109293; (b) LG Funding, through C T Corporation System, on December 12, 2022 at Validation Number 20222124701; and (c) Credibly on December 21, 2022 at Validation Number 20222128105. As adequate protection, the Debtor proposes to grant Credibly a replacement lien on post-petition depository accounts and accounts receivable in the amount of $30,583, pursuant to 11 U.S.C. section 506(a), with the same priority and validity as its pre-petition security interest to the extent of the Debtor's post-petition use of the proceeds of the cash collateral. Meanwhile, LG Funding is not entitled to any form of adequate protection as it holds a wholly unsecured claim on account of a second priority position in the cash collateral. A copy of the motion is available at https://bit.ly/3ItsTB0 from PacerMonitor.com. About Elk Services LLC Elk Services LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-10430 ) on February 28, 2023. In the petition signed by Gary St. John, member, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Stephen Berken, Esq., at Berken Cloyes, PC, represents the Debtor as legal counsel. ENTEGRIS INC: S&P Downgrades ICR to 'BB', Outlook Stable -------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Entegris Inc. to 'BB' from 'BB+' based on this forecast of materially higher leverage. S&P said, "At the same time, we lowered our issue-level rating on the senior secured credit facilities to 'BB' from 'BB+', with the '3' recovery rating unchanged, and lowered our issue-level rating on the senior unsecured notes to 'BB-' from 'BB', with the '5' recovery rating unchanged. "The stable outlook reflects our expectation that despite near-term weakness, Entegris remains well positioned to benefit from medium-term semiconductor market tailwinds, returning to revenue growth in 2024 while improving margins and enabling modest deleveraging over the next 12-24 months. "Our expectation for a downturn in the semiconductor industry, with a broad-based inventory correction and reduced wafer starts, underpins our forecast of high-single-digit revenue decline in 2023.In fourth quarter ended Dec. 31, 2022, Entegris reported a modest year-over-year revenue decline, pro forma for the CMC Materials Inc. acquisition, with declines in the Specialty Chemicals and Engineered Materials and Advanced Planarization Solutions divisions, primarily due to softening in the semiconductor market. S&P Global Ratings forecasts semiconductor sales will decline 10% in 2023 as macro weakness and an inventory correction hits all end markets, with memory sales in particular declining 35% for the year. Recently announced production cuts by memory suppliers (e.g. Micron Technology Inc., SK Hynix Inc., and Western Digital Corp.) and lower fab utilization rates guided by leading-edge logic and foundry manufacturers (e.g. Intel Corp. and Taiwan Semiconductor Manufacturing Co. Ltd.) indicate a near-term top-line impact for Entegris, whose revenue is about 80% unit-driven and correlated with wafer starts. We note that about 55% of Entegris' revenue is tied to fabs, of which 70% is exposed to advanced foundry and logic, with the remainder being exposed to memory. In addition to deteriorating industry conditions, we expect the recently implemented export control restrictions by China on the U.S. semiconductor market to result in an about $80 million reduction to Entegris' 2023 revenue. Overall, we expect a 7% revenue decline for 2023, after about 11% pro forma revenue growth in 2022. "The stable outlook on Entegris incorporates our view that despite expected industry downturn and revenue declines in 2023, the company will return to growth in 2024 while improving profitability and generating free cash flow in excess of $400 million, enabling modest deleveraging over the next 12-24 months." S&P could lower the rating if: -- A prolonged industry downturn led to material operating performance deterioration, the company failed to realize synergies from the acquisition, or more aggressive financial policies resulted in adjusted leverage sustained above 4x; or -- The integration of CMC caused significant disruption to business operations. S&P could consider an upgrade if: -- Performance improved through a softer-than-expected market downturn or divestment of non-core businesses, leading to deleveraging under 3x; or -- Leverage declined below 3x through market recovery and a return to growth in 2024 with improving profitability, realization of synergies, and stable free cash flow generation. ESG credit indicators: E-2, S-2, G-2 S&P said, "ESG factors have an overall neutral influence on our credit rating analysis of Entegris. The company provides products and equipment that purify, protect, and transport critical materials used in the semiconductor manufacturing process. Its operations involve the consumption of substantial energy resources and handling of a substantial amount of water. The company has aggressive goals in mitigating these risks, including reducing energy consumption more than 20% per revenue dollar, achieving 100% electricity consumption generated from renewable sources where available, and decreasing water consumption more than 50% per revenue dollar, all by 2030." EQUINOX HOLDINGS: $1.02B Bank Debt Trades at 16% Discount --------------------------------------------------------- Participations in a syndicated loan under which Equinox Holdings Inc is a borrower were trading in the secondary market around 84.2 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.02 billion facility is a Term loan that is scheduled to mature on March 8, 2024. The amount is fully drawn and outstanding. Equinox Holdings Inc., through its subsidiaries, provides fitness services such as yoga classes and studio cycling. EQUINOX HOLDINGS: $150M Bank Debt Trades at 16% Discount -------------------------------------------------------- Participations in a syndicated loan under which Equinox Holdings Inc is a borrower were trading in the secondary market around 84.2 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The $150 million facility is a Term loan that is scheduled to mature on March 8, 2024. The amount is fully drawn and outstanding. Equinox Holdings Inc., through its subsidiaries, provides fitness services such as yoga classes and studio cycling. ESSI LLC: Anticipates Having Sufficient Funds to Pay Unsecureds --------------------------------------------------------------- ESSI, LLC, d/b/a Engineered Security Systems, submitted a Combined Plan and Disclosure Statement. In this Chapter 11 Case, the Debtor has filed a motion with the Court, seeking entry of (i) an order (a) authorizing and approving bidding procedures in connection with the sale of substantially all of the Debtor's assets; (b) establishing procedures for the Debtor to enter into a stalking horse agreement with bid protections in connection with a sale of the Debtor's assets; (c) approving procedures for the assumption and assignment of executory contracts and unexpired leases; (d) scheduling a sale hearing; (e) approving the form and manner of notice thereof; and (f) granting related relief; and (ii) an order (a) authorizing and approving the sale of substantially all of the Debtor's assets free and clear of all claims, liens, rights, interests, and encumbrances, (b) authorizing and approving the assumption and assignment of executory contracts and unexpired leases related thereto, and (c) granting related relief [ECF No. 100] (the "Bid Procedures Motion"). The Bid Procedures Motion is currently scheduled to be heard on February 15, 2023 (the "Bid Procedures Hearing"), and if granted, will pave the way for a competitive auction process whereby interested bidders may submit bids to purchase the Debtor's assets (the "Sale Process"). If successful, the Sale Process will result in sufficient proceeds to pay all of the Debtor's secured, priority, and administrative obligations, as well as make a distribution to general unsecured creditors. Additionally, concurrent with the filing of the Debtor's bankruptcy petition, the Debtor filed an adversary proceeding (Adv. Pro. No. 22-01366 (VFP)) against a former officer as well as a former employee of the Debtor, also naming both a competing safety security business and safety security technology business that the executive and employee founded during their employment at ESSI, respectively, seeking to enjoin them from continuing to harm the Debtor's business (the "Adversary Proceeding"). The defendants named in the Adversary Proceeding have been subject to a restraining order since November 11, 2022, which resulted in assisting the Debtor's stabilization of its business. The Adversary Proceeding may result in additional funds coming into the estate that may be distributed to creditors should the litigation ultimately be successful. If this Chapter 11 Case was not instituted, the Debtor's business, which had been severely hampered by the acts complained of in the Adversary Proceeding, may have stopped operating, at which point the Debtor's assets would have likely been foreclosed upon by the Debtor's secured lenders, many businesses and residences would have lost their fire, burglary, and other safety security system monitoring, and the Debtor's employees would have lost their jobs. Through this Chapter 11 Case, the Debtor has been able to stabilize its business, reconstruct its business and financial records, and seek to monetize its assets for the benefit of all creditors. This Plan will allow the Debtor to make distributions to its creditors, including the payment of its Allowed secured, priority, and administrative obligations in full, consistent with the priority scheme set forth in the Bankruptcy Code. The Debtor has significant cash on hand in excess of $500,000 that it is using to continue to operate its business as Debtor-in-possession, as well as in excess of $1 million in collectible receivables. Executory contracts that provide recurring revenue for the Debtor, on monthly, quarterly, or annual bases, also form a valuable asset of the Debtor's estate, and will be the driving force behind the Sale Process, as these contracts are the lifeblood of the safety security industry and will be highly sought-after by potential purchasers. After the Sale Process is completed, the Debtor anticipates that the Sale Proceeds will aggregate in excess of $2,250,000 and, after payment of Allowed security, priority, and administrative Claims, the Debtor anticipates having sufficient funds to wind down the estate and make distributions to general unsecured creditors holding Allowed Claims. Under the Plan, Class 7 Unsecured Creditors are impaired. There are approximately $1.82 million in filed general unsecured claims. The Debtor continues to analyze the filed general unsecured claims, and reserves the right to object to any filed Claims prior to them becoming Allowed Unsecured Claims. After payment of all secured, administrative, and priority Allowed Claims, as applied to the Cash Collateral Budget, the Debtor anticipates having sufficient funds to continue operating its estate and making distributions to general unsecured creditors. While the Debtor is unable to propose a percentage distribution to general unsecured creditors at this time, the Debtor will amend its Plan when more facts are known. The Debtor expects to have sufficient cash to make the payments required under this Plan. Counsel to the Debtor: John S. Mairo, Esq. Christopher P. Mazza, Esq. PORZIO, BROMBERG & NEWMAN, P.C. 100 Southgate Parkway, P.O. Box 1997 Morristown, NJ 07962 Tel: (973) 538-4006 Fax: (973) 538-5146 E-mail: jsmairo@pbnlaw.com cpmazza@pbnlaw.com A copy of the Combined Plan and Disclosure Statement dated Feb. 8, 2023, is available at https://bit.ly/3YncaVD from PacerMonitor.com. About ESSI, LLC ESSI, LLC is a life safety and security firm that designs, installs, and monitors integrated systems. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-18943) on Nov. 10, 2022. In the petition signed by Steven San Filippo, chief restructuring officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Vincent F. Papalia oversees the case. John S. Mairo, Esq., at Porzio, Bromberg & Newman, P.C., serves as the Debtor's counsel. EYECARE PARTNERS: $300M Bank Debt Trades at 17% Discount -------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 82.6 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The $300 million facility is a Term loan that is scheduled to mature on November 15, 2029. The amount is fully drawn and outstanding. Eyecare Partners, LLC provides eye care services. The Company offers eye care practices, treatment, eye wears, lenses, and other related products and services. FAST RADIUS: U.S. Trustee Seeks Revision to Exculpated Parties -------------------------------------------------------------- Andrew R. Vara, the United States Trustee for Region 3, objects to confirmation of the Revised Combined Disclosure Statement and Joint Chapter 11 Plan (With Technical Modifications) of Legacy FSRD, Inc. (f/k/a Fast Radius, Inc., et. al), and its debtor-affiliates. The United States Trustee claims that the exculpation provision is overbroad, and inconsistent with controlling case law, because it is not limited to estate fiduciaries, and instead creates an issue for potential future courts to ascertain whether a party claiming exculpation was an estate fiduciary during the relevant time period, after the Petition Date and before the Effective Date. The United States Trustee asserts that the Plan's definition of Exculpated Parties is inconsistent with controlling case law because it is not limited to estate fiduciaries. The Plan definition of Exculpated Parties includes many parties who are not fiduciaries of the estates, namely, a litany of Related Parties that are removed from the Debtors and the Committee. The definition of Exculpated Parties includes over 30 categories of parties who are related to each Exculpated Party. The United States Trustee further asserts that the Plan cannot be confirmed unless its definition of Exculpated Parties is limited to: (i) the Debtors; (ii) the directors and officers of the Debtors who served during any portion of the cases; (iii) the Creditors' Committee; (iv) the members of Creditors' Committee, in their capacity as such; (v) the individuals who sat on the Creditors' Committee, in their capacity as such; and (vi) the professionals retained in these cases by the Debtors or the Creditors' Committee. The United States Trustee states that Exculpation relief should not extend past the effective date of a plan, to avoid exculpating actions that have not yet occurred and are as of yet unknown. In addition, post-effective date entities cannot receive prospective immunity by way of exculpation, just as they cannot receive prospective immunity through a release. The United States Trustee contends that this Court should deny confirmation of the Plan absent revision to the Exculpated Parties definition to remove inclusion of parties that are not estate fiduciaries. A full-text copy of the United States Trustee's objection dated February 14, 2023 is available https://bit.ly/3Z2bK7e from Stretto, Inc., claims agent. About Fast Radius Fast Radius, Inc. (OTCMKTS: FSRDQ) is a cloud manufacturing and digital supply chain company in Chicago, Ill. Fast Radius, Inc. and affiliates, Fast Radius Operations, Inc. and Fast Radius PTE Ltd., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11051) on Nov. 7, 2022. In the petition signed by Patrick McCusker, authorized signatory, Fast Radius, Inc. disclosed $69.329 million in assets and $55.212 in liabilities. The Debtors tapped DLA Piper LLP (US) and Bayard, P.A., as legal counsels; Lincoln Partners Advisors, LLC, as investment banker; Alvarez & Marsal North, America, LLC as financial advisor; and Stretto, Inc. as claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Nov. 18, 2022. The committee is represented by Potter Anderson Corroon, LLP. FELIX BRACE: Unsecured Creditors to Get Nothing in Plan ------------------------------------------------------- Felix Brace & Limb Co., filed with the U.S. Bankruptcy Court for the Western District of Louisiana a Plan of Reorganization dated February 14, 2023. The Debtor is in the business of preparing and fitting customized prosthetics and orthotics, with a location in Hot Springs, AR, and a business office in Alexandria, LA. Debtor owns no real property, and estimates its personal property (or its interest in such) to be valued at $268,279.20. The majority of the Debtor's personal property is in the form of accounts receivable. The Citizens Bank alleges a secured claim amount of $316,214.62. The IRS alleges a priority tax claim in the amount of $63,364.30, most of which is expected to be resolved when Debtor files outstanding tax returns. Garland County alleges a priority tax claim in the amount of $3,718.30. Debtor has also obtained several Merchant Cash Advances ("MCAs"), which balances are alleged by Susquehanna Salt Lake LLC to be approximately $154,316 and estimated as to Libertas Funding, LLC to be $36,178. Additionally, Old Republic Surety Company is estimated to be owed $25,000 for a claim against a Centers for Medicare and Medicaid ("CMS") bond. Debtor also owes IncentAdvise, Inc., approximately $15,769. The balance of Debtor's unsecured nonpriority debt is estimated to be less than $10,000. The Chapter 11 filing was necessitated by CMS reimbursement and offset issues due to a series of prior medical coding and billing errors. On discovering the errors, Bryan Sims personally assumed responsibility for medical billing, but errors of the past continued to cost the Debtor. Because of the inability to service the debt, Medicare was expected to offset the overpayments owed by withholding all future Medicare payments to Debtor. Debtor would then have to cease operations, as there would be insufficient financial resources to continue operations. Class 1 consists of the Secured Claim against the Debtor in the total approximate amount of $316,214.62 held by The Citizens Bank. The Debtor shall conduct an asset sale to its affiliate, Abana, which will include all assets except for Debtor's CMS provider number (the "Plan Sale"). The purchase price for the Plan Sale will be Abana's assumption of the entire secured debt owed by Debtor to The Citizens Bank. The Citizens Bank shall receive 100% of the value of its Secured Claim under a new promissory note and related correlative agreements to be entered into by The Citizens Bank and Abana. The Citizens Bank will retain its security interests in all of its collateral presently owned by Debtor, and as to Abana's property in those same categories of collateral, will also acquire security interests. Class 2 consists of the General Unsecured Claims against the Debtor in the total approximate amount of $241,263. Class 2 will receive nothing under the Plan. Class 2 is impaired under the Plan and shall be entitled to vote to accept or reject the Plan. Class 3 consists of Equity Interests in the Debtor. The sole member of this class is Bryan Sims. Class 3 will be canceled and these claims will take nothing under the Plan. Following the performance of all other provisions of the Plan, the Reorganized Debtor may dissolve or may forfeit its corporate existence due to inaction, in accordance with applicable Arkansas law, at the option of the Equity Interest Holder. Class 3 is impaired. The Plan provides for essentially a complete transfer of the Debtor's assets, with the exception of its CMS provider number, and further provides for the assumption of Debtor's secured priority debt by Abana. The Debtor will thereafter cease doing business except as required to fulfill its obligations in this bankruptcy case. Debtor submits that no further liquidation or reorganization will be necessary. A full-text copy of the Plan of Reorganization dated February 14, 2023 is available at https://bit.ly/40XUtO6 from PacerMonitor.com at no charge. Attorneys for Debtor: Bradley L. Drell, Esq. Heather M. Mathews, Esq. Gold Weems Bruser Sues & Rundell, APLC P.O. Box 6118 Alexandria, LA 71307-6118 Tel: (318) 445-6471 Fax: (318) 445-6476 Email: bdrell@goldweems.com About Felix Brace & Limb Co. Felix Brace & Limb Co. is in the business of preparing and fitting customized prosthetics and orthotics, with a location in Hot Springs, AR, and a business office in Alexandria, LA. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 22-80585) on Nov. 16, 2022, with as much as $1 million in both assets and liabilities. Judge Stephen D. Wheelis oversees the case. Bradley L. Drell, Esq., at Gold Weems Bruser Sues & Rundell, APLC and Whitehall Advisors, LLC serve as the Debtor's bankruptcy counsel and financial advisor, respectively. FLUOROTEK USA: Court Approves Disclosure Statement -------------------------------------------------- Judge Mindy A. Mora has entered an order approving the Disclosure Statement of Fluorotek USA, Inc. The Court will conduct the Plan confirmation hearing and consider approval of timely-filed fee applications on March 28, 2023 at 2:30 P.M. in Flagler Waterview Building, 1515 N. Flagler Dr., Room 801, Courtroom A, West Palm Beach, Florida 33401. The Court approved these deadlines apply with respect to the confirmation hearing and hearing on fee applications: * The Deadline for Objections to Claims (40 days before the confirmation hearing) will be on February 16, 2023. * The Deadline for Filing and Serving Notice of Fee Applications (21 days before the confirmation hearing) will be on March 7, 2023. * The Deadline for Filing Ballots Accepting or Rejecting Plan (14 days before the confirmation hearing) will be on March 14, 2023. * The Deadline for Filing Objections to Confirmation (14 days before the confirmation hearing) will be on March 14, 2023. * The Deadline to File Motions Under Fed. R. Civ. P. 43(a) (7 days before the confirmation hearing) will be on March 21, 2023. * The Deadline for Filing Proponent's Report and Confirmation Affidavit (3 business days before the confirmation hearing) will be on March 24, 2023. * The Deadline for Filing Local Form 71 "Individual Debtor Certificate for Confirmation Regarding Payment of Domestic Support Obligations and Filing of Required Tax Returns" (individual cases only) (3 business days before the confirmation hearing) will be on March 24, 2023. * The Deadline for Filing Exhibit Register and Uploading Any Exhibits a Party Intends to Introduce into Evidence at the confirmation hearing (3 business days before the confirmation hearing) will be on March 24, 2023. Attorneys for Fluorotek USA, Inc.: Jonathan M. Sykes, Esq. NARDELLA & NARDELLA, PLLC 135 W. Central Blvd., Suite 300 Orlando, FL 32801 Telephone: (407) 966-2680 Facsimile: (407) 966-2680 E-mail: jsykes@nardellalaw.com Secondary Email: klynch@nardellalaw.com About Fluorotek USA Fluorotek USA, Inc., a Riveria Beach, Fla.-based manufacturer of rubber products, filed its voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 21-16236) on June 25, 2021, listing $4,171,101 in assets and $7,061,033 in liabilities. David J. Helbi, chief operating officer, signed the petition. Judge Mindy A. Mora oversees the case. Nardella & Nardella, PLLC and John F. Costello C.P.A. P.A. serve as the Debtor's legal counsel and accountant, respectively. FREE SPEECH: Wins Interim Cash Collateral Access ------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas, Victoria Division, authorized Free Speech Systems, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Court directed the Debtor to maintain debtor-in-possession accounts at Axos Bank, which accounts will contain all operating revenues and any other source of cash constituting cash collateral, which is (or has been) generated by and is attributable to the Debtor's business. Other than as provided for in the Budget, the Debtor will not make any payment to or for the benefit of any insider of the Debtor, either directly or indirectly, as that term is defined in section 101(31) of the Bankruptcy Code. In addition, no payments to any insider during the Interim Period will exceed $10,000. The Court's order provides that (i) the rights of creditors and parties-in-interest to object to the appropriateness of post-petition payments to PQPR for Inventory Purchases and file pleadings with the Court seeking to claw back the PQPR Payment as set forth in the First and Second Interim Cash Collateral Orders are fully preserved by the Order; and (ii) the Debtor will provide notice to creditors and parties in interest upon the upon payment in full of the $500,000 inventory purchase payment to PQPR originally scheduled to be paid in the Second Interim Cash Collateral Order and the time for objections to that payment will expire 30 days following the date the notice of final payment is filed with the Court. The Debtor will report each Tuesday for the preceding calendar week reflecting weekly sales and disbursement of the proceeds of those sales. A copy of the report will be forwarded to the U.S. Trustee, the Subchapter V Trustee, counsel for PQPR and Jarrod Martin as a representative of the Connecticut and Texas plaintiffs. A further hearing on the matter is set for March 27 , 2023 at 1 p.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3YTfJD0 from PacerMonitor.com. The budget provides for total operating expenses, on a weekly basis, as follows: $262,450 for the week ending February 24, 2023; $345,010 for the week ending March 3, 2023; $234,100 for the week ending March 10, 2023; $44,950 for the week ending March 17, 2023; $181,600 for the week ending March 24, 2023; and $344,660 for the week ending March 31, 2023. About Free Speech Systems LLC Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. On July 29, 2022, Free Speech Systems LLC filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-60043). The Debtor has elected to proceed under subchapter V of chapter 11. In the petition filed by W. Marc Schwartz, as chief restructuring officer, the Debtor estimated assets and liabilities between $50 million and $100 million. Judge Christopher Lopez oversees the case. Melissa A. Haselden has been appointed as Subchapter V trustee. The Law Offices of Ray Battaglia, PLLC, is the Debtor's counsel. FTX TRADING: Texas Supports Bid to Appoint Examiner --------------------------------------------------- The attorney general of Texas has expressed support for the appointment of an examiner in the Chapter 11 cases of FTX Trading Ltd. and its affiliates. The Texas State Securities Board and the Texas Department of Banking ("Texas") asked the U.S. Bankruptcy Court for the District of Delaware to grant the motion filed by the U.S. Trustee for Regions 3 and 9 to direct the appointment of an examiner. In support of the Joinder, Texas respectfully states as follows: * The Debtors commenced chapter 11 bankruptcy proceeding in this Court on November 11, 2022. The Debtors allegedly have millions of creditors and assets that may be located in various parts of the world. * As has been widely documented and revealed by current CEO, John J. Ray, III, in the First Day Declaration and as set forth in the Motions, before and up to the Petition Date, the Debtors had many indications of upcoming serious financial issues, including the lack of accurate financial statements, failure of internal governance or controls, commingling of assets, unreliable auditing information, and absence of appropriate books and records with respect to the Debtors' assets. * Texas, among several other state and federal regulators, is currently investigating the Debtors and their related entities for violations in connection with their transaction of business in Texas and with Texas account holders. * Due to the magnitude and history of mismanagement by the Debtors, the lack of transparency into the financial condition and assets of the Debtors, and the continued regulatory investigations that are ongoing, the appointment of an examiner with specific guidelines as to their duties is not only appropriate and in the best interest of creditors, but mandatory pursuant to section 1104(c) of the Bankruptcy Code as well. * Texas, along with other regulators, will require constant access to information and documentation in connection with its investigation, and would benefit from working with and gaining this information from a neutral third-party investigator whose focus is on investigating the Debtors as opposed to running the Debtors' business. As the estate's investigations into the Debtors are still in the early stages, such a framework will ensure an effective and orderly process that is in the best interests of the estate. Attorneys for Texas: Roman N. Desai, Esq. Layla D. Milligan, Esq. Abigail R. Ryan, Esq. Office of the Attorney General of Texas Bankruptcy & Collections Division P. O. Box 12548 MC008 Austin, Texas 78711-2548 Telephone: (512) 463-2173 Facsimile: (512) 936-1409 Email: roma.desai@oag.texas.gov layla.milligan@oag.texas.gov abigail.ryan@oag.texas.gov About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal the next day amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home Index Lawyers at Paul Weiss represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GABHALTAIS TEAGHLAIGH: In Talks With Unsecureds on 50% Payout ------------------------------------------------------------- Gabhaltais Teaghlaigh LLC filed with the U.S. Bankruptcy Court for the District of Massachusetts a Chapter 11 Plan and a Disclosure Statement on Feb. 14, 2023. Organized in 2017, GabTeag is a real estate rental company that immediately prior to the petition date, owned 6 residential or commercial properties. The Debtor was forced into bankruptcy through a dispute with a second lien holder, Synergy Funding, LLC, which refused to cooperate in the sale of 4 properties that secured its debt, due primarily to a dispute regarding the amount owed. Synergy wrongfully foreclosed its mortgage(s), which cross-collateralized the four properties, shortly before the bankruptcy petition was filed; the Adversary Proceeding seeks to recover those properties. All of the properties are, or were, leased to either residential or commercial tenants, except that the Torrington, CT, property (formerly a Roman Catholic church) was vacant. The Torrington property has been sold, and the proceeds are being held in a separate Debtor in Possession bank account, and not used in connection with any other property except as may be authorized by the court. The Debtor intends to continue to operate and manage its property(ies) in Lowell, Massachusetts, and otherwise continue as an operating entity. The Debtor intends to pay all creditors in accordance with the requirements of the Bankruptcy Code, and chapter 11 in particular. Said payments will be made by the liquidation of some of the properties the Debtor currently owns in addition to cash on hand. Class 2 consists of all non-insider general unsecured claims, as scheduled or as filed, and not disallowed by the court against the Debtor of whatever kind or nature which are not included in any other class hereof. Claims listed as $0.00 will receive no distribution unless a Proof of Claim was filed and allowed. An agreement is being negotiated with all unsecured parties for a 50% payment of all outstanding creditor amounts, which would result in the following payment schedule and legal releases: * Eversource's unsecured claim amount of $4,669 shall be reduced to $2,335 with a release of any claim upon payment. * Amguard Insurance Company's unsecured claim amount of $11,328 shall be reduced to $5,664 with a release of any claim upon payment. Amguard shall also dismiss its civil case against the Debtor, with prejudice, upon payment. * Stedronsky & Meter's unsecured claim amount of $8,272 and $3,658 shall be reduced to $4,136 and $1,829 with a release of any claim upon payment. * National Grid's unsecured claim amounts of $31,255 and $2,337 and shall be reduced to $15,627 and $1,168 with a release of any claim upon payment. * Narragansett Electric's unsecured claim amount of $2,690 shall be reduced to $1,345 with a release of any claim upon payment. Because these modifications are intended to be consensual and treated equally, these creditors are not impaired and thus not entitled to vote on the plan. The total of these claims, as reduced, is $30,893. As indicated, some claims have been withdrawn and other(s) amended to assert a claim of $0.00. Class 3 consists of all claims of insiders. This claim is estimated at $350,000 to Dexterity Surgical, LLC (owned by Dr. Virginia Hung, sole member of the LLC). This claim will be paid after all other unsecured claims are paid, on the terms of the original agreement between the debtor and the insider unless otherwise subsequently agreed. This claimant will retain her equity interest, but no new value will be contributed under the plan. This plan is intended to indemnify her for any liability on the debtor's debts (but not any debts unrelated to this debtor), and shall be construed as such. The Plan will be funded from the liquidation of the properties in Torrington, which has already been sold, and from general operating cash on hand, which may include the surplus from Torrington. If necessary, funds from rents collected from the Lowell property will also be used, but only after expenses relating to the Lowell property are paid. Because the debtor has sold the Torrington property and hopes to sell the Synergy properties, the only remaining property producing income as of the likely date of confirmation is the Lowell property. A full-text copy of the Disclosure Statement dated Feb. 14, 2023, is available at https://bit.ly/3Ec7slK from PacerMonitor.com at no charge. Attorney for the Debtor: David G. Baker, Esq. 236 Huntington Avenue Room 317 Boston, MA 02115 Email: david@bostonbankruptcy.org Telephone: (617) 367-4260 About Gabhaltais Teaghlaigh Gabhaltais Teaghlaigh, LLC, is a real estate rental company that immediately prior to the petition date, owned 6 residential or commercial properties. Gabhaltais Teaghlaigh sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 22-10839) on June 15, 2022. In the petition filed by Virginia Hung, as member, Gabaltais Teaghlaigh LLC listed under $50,000 in both assets and liabilities. The case is assigned to Judge Christopher J. Panos. David G. Baker, Esq., at Baker Law Offices is the Debtor's counsel. GARCIA GRAIN: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Garcia Grain Trading Corp. 101 N. Val Verde Rd. Donna, TX 78537 Business Description: Garcia Grain's line of business includes buying and/or marketing grain, dry beans, soybeans, and inedible beans. Chapter 11 Petition Date: February 17, 2023 Court: United States Bankruptcy Court Southern District of Texas Case No.: 23-70028 Debtor's Counsel: David R. Langston, Esq. MULLIN HOARD & BROWN, L.L.P. P.O. Box 2585 Lubbock, TX 79408 Tel: 806-765-7491 Email: drl@mhba.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Octavio Garcia as CEO/president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/E2FH6HA/Garcia_Grain_Trading_Corp__txsbke-23-70028__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. American Bean LLC Trade Debt $184,000 101 1st Avenue Petersburg, ND 58272 Tel: 701-345-8264 2. BH Genetics Trade Debt $228,960 5933 Farm to Market Rd. 1157 Ganado, TX 77962 Kimberly Hajovsky Tel: 361-771-2755 Email: kimberly@hbgenetics.com 3. BWAB Mexico S De RL De CV Av Wheat $303,353 Humberto Junco Voigt 3 2307 Torre 2 Local 3 Col Valle Oriente SECC Loma Larga San Pedro Garza Garcia Nuevo Leon CP 66269 Mexico German Vivanco Tel: 682-404991 Email: germanvivanco@yahoo.com 4. Fike Farms Trade Debt $346,948 1601 N. Sharp Rd. Edinburg, TX 78542 George Fike Tel: 956-369-1032 5. Forest River Bean Co. Trade Debt $565,372 P.O. Box 68 Forest River, ND 58233 Heather Tel: 701-248-3261 Email: heatherh@invisimax.com 6. Frank Bailey Grain Co., Inc. Trade Debt $624,790 2301 Montgomery St. Fort Worth, TX 76107 Bill Bailey Tel: 817-296-1887 7. Grain Chain, Inc. Ed Couch $5,662,000 c/o Alex Mancias Elevator 2023 N. Jackson Rd. McAllen, TX 78501 Jaime Lopez Tel: 958-874-4527 Email: jlopez@grainchain.com 8. Graneros Guadalupe Sa De CV Corn $450,000 Calle Mier 7 Noriega #890 Col Pablo Es Los Santos, Sabinas Hidalgo NL CP 65200 Mexico Jacobo Saunas Tel: 824-620-9118 Email: sandra651209@msn.com 9. Harvest Farms Trade Debt $160,000 c/o Tudor G. Uhlhorn 2601 S. 77 Sunshine Strip Harlingen, TX 78550 Tudor Unlhorn Tel: 956-423-6344 10. Helena Agri Enterprises, LLC Trade Debt $377,650 c/o Frances Rodriguez 107 S. Border Rd. Alamo, TX 78516 Frances Rodriguez Tel: 956-464-441 Email: rodriguezf@helenaagri.com 11. Manuel Ramiro Sanchez Beans $495,000 Loreto De Tejada #304 Col. Celanece CD Rio Bravo CP 88900 Mexico Manuel Ramiro Sanchez Tel: 956-227-6860 Email: ramirosanchez1224@hotmail.com 12. Planters Grain Coop Trade Debt $228,852 796 FM Rd. 234 Edroy, TX 78352 Jacob Hulsi Tel: 361-368-4110 Email: jacob@planterscoop.com 13. Prosesadora De Alimentos Sorghum $1,000,000 Integrales SA Carrt-Atotonilc o/ Encarnacion KM 95 San Juan De Los Lagos JAL. CP 47000 Mexico Glona Iseka Garcia Tel: 333-777-1680 Email: pagoos_proveedor esGempresasguad alupe.com.mx 14. R.L. Dreibelbis Trade Debt $322,186 1911 S. Stewart Rd. San Juan, TX 78589 Tel: 956-624-2609 15. Russell Plantation Gin, Inc. Trade Debts $665,169 28481 State Highway 100 Los Fresnos, TX 78566 Frank Russell Tel: 956-367-1092 16. Simplot Grower Solutions Trade Debt $211,826 24203 Port Rd. Harlingen, TX 78550 John Williams Tel: 956-428-0575 Email: john.williams@simplot.com 17. Stonex Commodity Ownership $7,278,789 Solutions, LLC Interest in c/o Juan Tercero Grain 1251 NW Briarcliff Parkway, Suite 800 Kansas City, MO 64116 Juan Tercereo Email: juan.tercero@stonex.com Tel: 786-310-830 18. Stoney Ridge Food, Inc. Trade Debt $1,416,928 715 Atrlanticavenue Benson, MN 56215 Joe Robuski Tel: 320-842-3401 19. Vantage Bank Real Property $3,263,528 c/o Brian Disque 1801 S. 2nd St. McAllen, TX 78503 Brian Disque Tel: 956-329-0114 Email: brian.disque@vantagebank.com 20. Zdansky Farms JV Trade Debt $346,739 c/o Thomas Zdansky 14167 FM 498 Lyford, TX 78569 Tel: 956-642-7576 GENWORTH FINANCIAL: S&P Raises LT ICR to 'BB-', Outlook Stable -------------------------------------------------------------- On Feb. 16, 2023, S&P Global Ratings raised its long-term issuer credit ratings on Genworth Financial Inc. and Genworth Holdings Inc. to 'BB-' from 'B+'. The outlook is stable. S&P said, "At the same time, we raised our long-term financial strength and issuer credit ratings on Enact Mortgage Insurance Corp. to 'BBB+' from 'BBB'. We also raised our long-term issuer credit rating on Enact Holdings Inc. to 'BB+' from 'BB'. The outlook is stable. "Genworth's strategic and capital actions in the past two years have significantly reduced financial difficulties of the group, and thereby lessened the overhang on its MI operations. We believe Enact's access to the market (underwriting) has broadened, allowing it to compete effectively and solidify its market presence. We think Enact's competitive position, and its SACP have strengthened, which underlies our rating action on the company. "In our view, Genworth's group credit profile is entirely based on its U.S. MI operations. While Genworth also has life insurance businesses (including long-term care, fixed annuities, and life insurance), these businesses are in run-off and we believe they do not contribute meaningfully to Genworth's competitive position. In addition, most of the group's earnings and capital are contributed by its MI operations, hence we think that Genworth's group credit profile is closely tied to Enact. Therefore, we believe Enact's improved SACP propels Genworth's group credit profile, which underscores our rating action." In 2022, Genworth reported net income of $739 million, mainly driven by Enact which contributed approximately 96% or $709 million. The life insurance businesses profitability was primarily affected by investment losses, offset by continued rate actions in long-term care under Genworth's multi-year rate action plan. Enact continued its solid performance in 2022, which was mainly driven by significant reserve releases. Enact's cure rate from COVID-19-related mortgage delinquencies were far better than expectations, that resulted in material buffers being built into its established reserves. Enact reported a combined ratio of 14.1% in 2022, and over the past five years (2017-2021) its combined ratio averaged about 40%, slightly higher than the industry average of 36.4%. S&P said, "Prospectively, we believe the underwriting profitability could moderate because of the U.S. economy. S&P Global economist expects the U.S. economy to fall into a shallow recession in the first half of 2023, labor market conditions to weaken, and the unemployment rate to rise and peak at 5.6% in fourth quarter 2023, and thereafter gradually decline to 4.7% by fourth quarter 2025. Under our base case scenario, we expect Enact's insured losses to elevate, and the combined ratio to be 50%-55% in 2023-2024. While we expect Genworth's long-term care business to continue to seek rate actions, and benefit from rising interest rates, we believe prospective group earnings will largely come from its MI operations." Enact's capital adequacy as of year-end 2021 improved to 'A' confidence level, primarily owing to significant home price appreciation since 2020, and reduced mortgage delinquencies that resulted in lower expected losses from the underwriting portfolio. S&P said, "However, we expect prospective capital requirements through 2024 could elevate, driven by potential increased mortgage delinquencies, continued growth in insurance in force, home price decline, rising reinsurance cost, and certain borrowers' loan risk characteristics like debt-to-income ratio could be elevated. Nonetheless, we believe an increase in insured losses could be contained within Enact's earnings, and capitalization could remain well redundant at the 'BBB' level through 2024." S&P said, "We think Genworth will continue to pursue capital actions and maintain financial leverage below 30% through 2024, with a healthy fixed charge coverage of at least 4x. We believe regular and extraordinary dividends from Enact will support Genworth's capital strategy, including its shareholders' distribution plans. Whereas for Enact, we think the potential removal of the government sponsored enterprises (Freddie Mac and Fannie Mae) restrictions could eliminate limitations on its capital and provide additional capital flexibility." Genworth: The stable outlook reflects S&P's expectations that Genworth will sustain its underwriting performance and maintain capital adequacy redundant at the 'BBB' level. It expects the company risk profile will not change materially. S&P could lower its ratings in the next two years if: -- Genworth's consolidated capitalization deteriorates significantly at the 'BBB' level, or -- Its risk profile worsens materially; or -- Financial leverage increases to 40% or the coverage ratio deteriorates sustainably below 4x. S&P does not anticipate raising its ratings in the next two years. However, S&P's could raise the ratings if the U.S. economic and housing fundamentals are supportive and if: -- Genworth's consolidated capitalization sustainably strengthens to a level that is sufficiently redundant at 'A' stress level; or -- Enact's standalone profile improves. Enact: S&P said, "The stable outlook reflects our expectations that Enact will maintain capital adequacy well redundant at the 'BBB' level. While we expect the economic risk to persists and the insured losses could be elevated, we expect Enact will maintain its underwriting prudence and any potential losses to be contained within its earnings." S&P could lower its ratings in the next two years if: -- Losses are higher than anticipated such that they become a capital event or operating performance is significantly worse than that of its peer group, or -- Capitalization materially weakens at the 'BBB' level; or -- Financial leverage increases to 40% or the coverage ratio deteriorates sustainably below 4x, or -- Genworth's (ultimate parent) group credit profile deteriorates to below bb+. S&P does not anticipate raising its ratings in the next two years. However, S&P could raise the ratings if the U.S. economic and housing fundamentals are supportive and if: -- Capitalization sustainably strengthens to a level that is sufficiently redundant at 'A' stress level; or -- The company has strong underwriting discipline and risk controls supporting sustainable risk-adjusted returns through the cycle that are higher than its peers. GIBSON BRANDS: $300M Bank Debt Trades at 19% Discount ----------------------------------------------------- Participations in a syndicated loan under which Gibson Brands Inc is a borrower were trading in the secondary market around 81 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The $300 million facility is a Term loan that is scheduled to mature on August 13, 2028. The amount is fully drawn and outstanding. Gibson Brands, Inc. is an American manufacturer of guitars, other musical instruments, and professional audio equipment from Kalamazoo, Michigan, and now based in Nashville, Tennessee. The company was formerly known as Gibson Guitar Corporation and renamed Gibson Brands, Inc. on June 11, 2013. GOLDEN Z: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: Golden Z LLC 213 4th Ct. S. Kirkland WA 98033-6047 Business Description: The Debtor is Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns a condo or coop located at 213 4th Ct. S. #9 Kirkland, WA, valued at $2.4 million. Chapter 11 Petition Date: February 17, 2023 Court: United States Bankruptcy Court Western District of Washington Case No.: 23-10300 Judge: Hon. Timothy W. Dore Debtor's Counsel: James E. Dickmeyer, Esq. LAW OFFICE OF JAMES E. DICKMEYER, PC 520 Kirkland Way Suite 400 PO Box 2623 Kirkland WA 98083-2623 Tel: 425-889-2324 Email: jim@jdlaw.net Total Assets: $2,400,000 Total Liabilities: $1,599,000 The petition was signed by Zhandos Belbayev as authorized representative of the Debtor. The Debtor stated it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/35BVABY/Golden_Z_LLC__wawbke-23-10300__0001.0.pdf?mcid=tGE4TAMA GUNTHER CHARTERS: Gets OK to Hire Weiss Law Group as Co-Counsel --------------------------------------------------------------- Gunther Charters, Inc. received approval from the U.S. Bankruptcy Court for the District of Maryland to employ The Weiss Law Group, LLC as co-counsel with Frost & Associates, LLC. The firm's services include the preparation and filing of the required schedules, statements and reports; settlement negotiations; legal advice concerning administration of the estate; the preparation and filing of necessary motions; the prosecution and defense of any contested matters or adversary proceedings involving the Debtor; and confirmation of the disclosure statement and Chapter 11 plan. The firm will be paid at the rate of $595 per hour and will be reimbursed for out-of-pocket expenses incurred. Brett Weiss, Esq., a partner at The Weiss Law Group, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: The Weiss Law Group, LLC Brett Weiss, Esq. 8843 Greenbelt Road, Suite 299 Greenbelt, MD 20770 Tel: (301) 924-4400 Fax: (240) 627-4186 Email: brett@BankruptcyLawMaryland.com About Gunther Charters Since 1985, Gunther Charters, Inc. has been providing motor coach transportation services, specializing in a variety of professional transportation services. Based in Harmans, Md., Gunther Charters provides corporate and business transportation, convention shuttle service, airport transfers, military reunion tours, school groups, group charters, and tour operator transportation services. Gunther Charters filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 23-10416) on Jan. 20, 2023, with $9,677,008 in assets and $13,495,288 in liabilities. Martin Gunther, president of Gunther Charters, signed the petition. Daniel Alan Staeven, Esq., at Frost & Associates, LLC and The Weiss Law Group, LLC represent the Debtor as counsel. HELIX FITNESS: Court OKs Cash Collateral Access Thru April 5 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Massachusetts authorized Helix Fitness, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through the earlier of the effective date of a confirmed plan of reorganization, or April 5, 2023. The Court said the Debtor's use of cash collateral will be on the same terms and conditions as set forth in the Order on Motion By Debtor for Entry of an Order Authorizing the Interim and Permanent Use of Cash Collateral, Granting Adequate Protection, and Related Relief, dated November 9, 2022, except as modified by the current order. In addition to the expenses set forth in the budget, the Debtor is permitted to make the payments to Motivational Marketing Inc. under the stipulation approved on an interim basis by separate order of the Court. A further hearing on the matter is set for April 4 at 9:45 a.m. A copy of the order is available at https://bit.ly/3I94dwz from PacerMonitor.com. About Helix Fitness Inc. Helix Fitness Inc. is engaged in the sale of fitness equipment. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 22-11609) on November 7, 2022. In the petition signed by Leonard Snyderman, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Janet E. Bostwick oversees the case. Andrew G. Lizotte, Esq., at Murphy and King, Professional Corporation, represents the Debtor as counsel. HERITAGE POWER: Wins Final OK on Cash Collateral Use ---------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Heritage Power, LLC and its debtor-affiliates to use cash collateral on a final basis in accordance with the budget, with a 15% variance. As of the Petition Date, certain of the Debtors were borrowers or guarantors under a 2019 secured credit facility with Jefferies Finance LLC, as administrative agent, and MUFG Union Bank, N.A. as collateral agent and depositary agent. Under Jefferies-MUFG facility, the Debtors owed the lenders: * a principal amount totaling not less than $485 million under a term loan; * a principal amount totaling not less than $32.27 million, plus interest accrued as of the Petition Date in an amount no less than $747,024, under revolving loan; * contingent reimbursement obligations in a principal amount not less than $10.387 million plus fees accrued as of the Petition Date in an amount not less than $45,851, with respect to revolving letters of credit; and * accrued and unpaid interest, fees, costs, expenses, and charges, including reasonable and documented attorneys' fees and expenses and financial advisor fees and expenses incurred by the Prepetition Secured Lenders' professionals. Certain of the Debtors also owed J. Aron & Company LLC under an ISDA Master Agreement between Heritage Power Marketing, LLC and JANY, dated as of July 27, 2021, in an unliquidated amount. The Final Court Order permits the Debtors to use cash collateral to pay expenses and make disbursements in accordance with the Final Budget during the period commencing on the Petition Date and ending on the so-called Termination Date, provided, that any disbursement in excess of $1 million that constitutes an "Other Operating Disbursement," as described in the Final Budget, will require the prior written consent of the Ad Hoc Group of Prepetition Lenders. As adequate protection, all Secured Parties are granted a valid, binding, continuing, enforceable, fully-perfected, non-voidable first-priority replacement lien on, and security interest in, all of the Debtors' rights in tangible and intangible assets. The Secured Parties are also granted a valid, binding, continuing, enforceable, fully-perfected non-voidable junior priority replacement lien on, and security interest in, all tangible and intangible assets and a valid, binding, continuing, enforceable, fully-perfected non-voidable priming lien on, and security interest in, all tangible and intangible assets comprising the Collateral and all products and proceeds thereof. As additional adequate protection, the Debtors agreed to pay all reasonable and documented fees and expenses, whether incurred prior to, on, or after the Petition Date, of: -- the advisors to the Ad Hoc Group of Prepetition Lenders, including Milbank LLP, Porter Hedges LLP, Ross Aronstam & Moritz LLP, Ducera Partners, LLC, and any regulatory counsel retained by the Ad Hoc Group of Prepetition Lenders; -- a representative of the so-called Consenting Creditors appointed under and in accordance with the Transition Services Agreement, each as defined in the RSA; -- counsel to Jefferies as Administrative Agent, including Latham & Watkins LLP and local counsel; and counsel to MUFG as Collateral Agent, including Thompson Hine LLP; and -- Cleary Gottlieb Steen & Hamilton LLP, as counsel to JANY, and one local counsel to JANY. The Interim Order provides for a Carve Out consisting of the sum of: (i) all fees and expenses required to be paid to the Clerk of the Court and the U.S. Trustee pursuant to 28 U.S.C. Section 1930(a) plus interest at the statutory rate; (ii) all reasonable fees and expenses up to $75,000 incurred by a trustee under section 726(b) of the Bankruptcy Code; and (iii) to the extent allowed at any time, all unpaid fees and expenses accrued or incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code through the day the Administrative Agent -- at the direction of the Required Lenders -- delivers a written notice, specifying that the Termination Date has occurred -- Carve-Out Trigger Notice -- and (iv) Professional Fees in an aggregate amount not to exceed $1,500,000 incurred after delivery of the Carve-Out Trigger Notice, as the fees and expenses are allowed at any time, whether by interim order, procedural order, or otherwise. Unless extended or waived by a writing executed among the Debtor Loan Parties and Jefferies as Administrative Agent, the Debtors' right to use cash collateral terminates on the earliest to occur of: (a) the Final Order is revoked, reversed, vacated, stayed, amended, supplemented, or otherwise modified without the prior written consent of the Ad Hoc Group of Prepetition Lenders, and no replacement order that is reasonably acceptable to the Ad Hoc Group of Prepetition Lenders will be entered within five business days thereof); (b) Failure of the Debtors to comply in any material respect with any covenant, agreement, or provision of the Interim Order of such failure; (d) Failure of the Debtors to maintain unrestricted cash of at least $10 million at any time, excluding any amounts that may be netted; (e) The Court enters an order dismissing any of the Chapter 11 Cases or any of the Chapter 11 Cases are converted to cases under chapter 7 of the Bankruptcy Code; (f) The Court enters an order appointing a chapter 11 trustee, receiver, or examiner with expanded powers and such order remains unstayed for at least three business days or is not withdrawn within three business days; (g) The Court enters an order terminating the use of cash collateral and such order remains unstayed for at least five business days or is not withdrawn within five business days; and (h) Five business days after the Restructuring Support Agreement, dated January 24, 2023, by and between the Debtors, certain Lenders, and GenOn Holdings, LLC, among other parties, is terminated in accordance with its terms. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3I6fNIJ from PacerMonitor.com. The Debtor projects total operating disbursements, on a weekly basis as follows: $1,444,000 for the week ending February 18, 2023; $1,699,000 for the week ending February 25, 2023; $1,217,000 for the week ending March 4, 2023; $2,968,000 for the week ending March 11, 2023; $813,000 for the week ending March 18, 2023; and $817,000 for the week ending March 25, 2023. About Heritage Power, LLC Heritage Power, LLC and affiliates are a power company with a focus on power generation activities in Pennsylvania, New Jersey and Ohio. The Debtors own or operate sixteen power generation assets with thirteen in Pennsylvania, two in New Jersey and one in Ohio. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90032) on January 24, 2023. In the petition signed by David Freysinger, president, the Debtors disclosed up to $100 million in assets and up to $1 billion in liabilities. Judge Christopher M. Lopez oversees the case. The Debtors tapped Haynes and Boone, LLP as legal counsel, Alvarez and Marsal North America, LLC as restructuring and financial advisor, Epiq Corporate Restructuring LLC, as notice, claims and solicitation agent. The counsel to the Ad Hoc Group of Prepetition Lenders is Milbank LLP. The Ad Hoc Group of Prepetition Lenders also retained Porter Hedges LLP, Ross Aronstam & Moritz LLP, Ducera Partners, LLC, as advisors. Jefferies Finance LLC, as administrative agent, is represented by Latham & Watkins LLP. MUFG, Collateral Agent, is represented by Thompson Hine LLP. J. Aron & Company LLC, counterparty under an ISDA Master Agreement, is represented by Cleary Gottlieb Steen & Hamilton LLP. HI-POINT CONSTRUCTION: Bid to Use Cash Collateral Denied -------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan denied the Motion for Entry of Interim Order Authorizing the Debtor to Use Cash Collateral Pursuant to 11 U.S.C. section 363, Granting Adequate Protection Pursuant to 11 U.S.C. section 361, and Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001(b) filed by Hi-Point Construction Co. The Court said the motion is denied without prejudice to the Debtor's ability to file a subsequent motion if required. As previously reported by the Troubled Company Reporter, the Debtor sought authority to use cash collateral during the period commencing on the date of the Bankruptcy Court's entry of the Interim Order and ending on the earlier of (a) the date the Bankruptcy Court enters a Final Order relative to the Motion and (b) the date on which the Debtor's right to use cash collateral terminates under the terms of the Interim Order. The first to file lender which claims to hold a perfected all asset lien on the Debtor's property is Broad Street Capital. Broad Street Capital was granted a lien in connection with a short-term loan with an interest rate of 103.46% APR, so this is not a normal bank loan. No other secured claims of a traditional nature exist in the case. However, the Debtor previously entered into agreements with several lenders which purport to have "purchased" certain receivables of the Debtor. These entities may also claim an interest in cash collateral. The entities that may claim an interest in the cash collateral are Broad Street Capital, NFG Advance LLC, Eagle Eye Advance LLC, Capital Assist, LLC, Reliant Account Management, Clearstone Fund LLC, and Family Funding. A copy of the order is available at https://bit.ly/3XATLDy from PacerMonitor.com. About Hi-Point Construction Co. Hi-Point Construction Co. is a construction company in Michigan. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-30135) on January 20, 2023. In the petition signed by Jeremy Huntoon, owner, the Debtor disclosed up to $100,000 in assets and up to $10 million in liabilities. Judge Joel D. Applebaum oversees the case. Zachary R. Tucker, Esq., at Winegarde, Haley, Lindholm, Tucker and Himelboch PLC, represents the Debtor as legal counsel. HOLLEY INC: $600M Bank Debt Trades at 17% Discount -------------------------------------------------- Participations in a syndicated loan under which Holley Inc is a borrower were trading in the secondary market around 82.6 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The $600 million facility is a Term loan that is scheduled to mature on November 18, 2028. About $594 million of the loan is withdrawn and outstanding. Holley Inc. operates as an automobile company. The Company designs, manufactures, and distributes carburetors, fuel pumps, fuel injection and nitrous oxide injection systems, superchargers, exhaust headers, mufflers, ignition components, engine tuners, and automotive performance plumbing products for car and truck enthusiasts. ICON PARTNERS: PennantPark Investment Marks $1.9M Loan at 33% Off ----------------------------------------------------------------- PennantPark Investment Corporation has marked its $1,990,000 loan extended to Icon Partners III, LP to market at $1,336,000 or 67% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in PennantPark Investment's Form 10-Q for the quarterly period ended December 31, 2022, filed with the Securities and Exchange Commission on February 8, 2023. PennantPark Investment is a participant in a First Lien Secured Debt to Icon Partners III, LP. The loan accrues interest at a rate of 8.82% (3M L+450) per annum. The loan matures on May 11, 2028. PennantPark Investment was organized as a Maryland corporation in January 2007. PennantPark Investment is a closed-end, externally managed, non-diversified investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. PenantPark invests primarily in U.S. middle-market companies in the form of first lien secured debt, second lien secured debt, subordinated debt and, to a lesser extent, equity investments. Icon Partners III is a 2021 vintage buyout fund managed by Clearlake Capital Group. The fund is located in Santa Monica California and invests in North America. The fund targets information technology, industrial, consumer products and services sectors. INDEPENDENT PET: Loyal Companion to Close 14 Stores in Maryland --------------------------------------------------------------- Mark Reilly and Garrett Dvorkin of Baltimore Business Journal report that pet store chain Loyal Companion will close its 14 Maryland stores by the end of February 2023 as the retailer's parent company, Independent Pet Partners Holdings, has filed for Chapter 11 bankruptcy protection. All Loyal Companion stores will close by Feb. 28, 2023, according to the retailer's website, but individual store hours and final days of business may vary by location. The stores will sell all remaining inventory at a discount before closing their doors, and closing store sales began on February 3, 2023. "To our Loyal Companion community, with a heavy heart, we want to inform you that we've made the tough decision to close our Loyal Companion stores.  We have loved serving the community and supporting you on your pet wellness journey," the company said in a statement. Loyal Companion has seven stores in Greater Baltimore, including three in Baltimore City, with locations in Canton, Locust Point and Mt. Washington. The company also operated two stores in Baltimore County, with locations in Catonsville and Pikesville, and two Howard County stores. Independent Pet Partners made its bankruptcy filing Sunday in U.S. Bankruptcy Court in Delaware, citing total assets of approximately $182 million and total liabilities of approximately $215 million. Independent Pet Partners rolled up several pet-supply store chains over the past decade with the goal of building a national business focused on pet wellness and happiness. At its peak, the business included nearly 160 stores across four brands: * Chuck & Don's, which operates 50 stores in Minnesota, Colorado, Kansas and Wisconsin * Kriser's Natural Pet, which operates 39 stores in California, Colorado, Texas and Illinois * Loyal Companion, which operates 53 stores in Massachusetts, Maryland, Maine, New Hampshire, Virginia and the District of Columbia * Natural Pawz, which operates 17 stores in Texas. The company also owned three private-label pet brands: Roosevelt, Attachment Theory and Wild Saint. The company has 1,300 total employees, 850 of them full time. According to court filings, the business was stung by two industry-shaking events beyond its control. In 2019, not long after the acquisition of Chuck & Don's, an unexplained rise of a potentially fatal condition in dogs called dilated cardiomyopathy (DCM) led the Food and Drug Administration to investigate if there was a link between the disease and a diet of high-protein, grain-free foods — the sort of food that Independent Pet Partners specialized in. "While the FDA has yet to identify a specific dietary link between grain-free diets and DCM, the publicity surrounding the investigation had a significant and negative impact on the debtors' business, as many of their customers immediately changed their buying habits," Independent Pet Partners' attorney said in a filing, which estimated that the shift cost it $10 million in sales. The company didn't have much time to recover before the Covid-19 pandemic struck the following year. The pandemic was in some ways a positive for the pet industry, as millions of remote workers adopted new dogs and cats. About Independent Pet Partners Holdings Independent Pet Partners Holdings, LLC and various affiliated entities sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10153) on Feb. 5, 2023. In the petition signed by Stephen Coulombe, co-chief restructuring officer, the Debtor disclosed up to $500 million in both assets and liabilities. Independent Pet Partners offers a one-stop pet experience with healthy, high-quality food products and treats and a range of pet services, including grooming, self-wash, pet parent education, and veterinary services. The Debtors also sell goods through their e-commerce platform with each of the Debtors' banners having its own standalone website. As of the Petition Date, the Debtors operated under four unique regional banners: Chuck and Don's, Kriser's Natural Pet, Loyal Companion, and Natural Pawz. The Debtors tapped McDonald Hopkins, LLC as general counsel, Young Conaway Stargatt and Taylor, LLP as co-counsel, Berkeley Research Group, LLC as co-chief restructuring officer, Houlihan Lokey Capital, Inc. as financial advisor and investment banker, and Omni Agent Solutions as notice, claims, and balloting agent. CION Investment Corporation; Main Street Capital Corporation; MCS Income Fund, Inc.; Newstone Capital Partners III, L.P; Newstone Capital Partners III-A, L.P.; and Newstone Capital Partners III-B, L.P., as DIP Lenders and Prepetition Lenders, are represented by: Shmuel Vasser, Esq. Stephen Wolpert, Esq. Dechert LLP 1095 Avenue of the Americas New York, NY 10036 E-mail: shmuel.vasser@dechert.com stephen.wolpert@dechert.com Co-counsel to the DIP Lenders and Prepetition Lenders: Russell Silberglied, Esq. Brendan Schlauch, Esq. Richards, Layton & Finger, P.A. P.O. Box 551 Wilmington, DE 19899 E-mail: silberglied@rlf.com schlauch@rlf.com Acquiom Agency Services, LLC, as administrative and collateral agent under the DIP facility and as Prepetition ABL Agent, and Prepetition Priming Agent, is represented by: Alex Cota, Esq. Daniel Ginsberg, Esq. Paul Hastings, LLP 200 Park Avenue New York, NY 10166 E-mail: alexcota@paulhastings.com danielginsberg@paulhastings.com Counsel to Wilmington Trust, National Association, as Prepetition DDTL Agent: Chad Pearlman, Esq. Arnold & Porter Kaye Scholer LLP 250 West 55th Street New York, NY 10019-9710 E-mail: Chad.Pearlman@arnoldporter.com INDUSTRIAL CONVEYORS: Files Bare-Bones Chapter 11 Petition ---------------------------------------------------------- Industrial Screw Conveyors Inc. filed for chapter 11 protection in the Northern District of Texas without stating a reason According to court filings, Industrial Screw Conveyors estimates between $10 million and $50 million in debt owed to 1 to 49 creditors. The bare-bones petition states that funds will be available to unsecured creditors. About Industrial Screw Conveyors Industrial Screw Conveyors Inc. is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). Its business is located at 4133 Conveyor Drive, Burleson, TX 76028. Industrial Screw Conveyors Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-30228) on Feb. 7, 2023. In the petition filed by William A. Hartley, as president, the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. The Debtor is represented by: John P. Lewis, Jr., Esq. HAYWARD PLLC 10501 N. Central Expressway Suite 106 Dallas, TX 75231 Tel: 972-755-7100 Email: jplewis@haywardfirm.com INFOGROUP INC: $250M Bank Debt Trades at 17% Discount ----------------------------------------------------- Participations in a syndicated loan under which infoGroup Inc is a borrower were trading in the secondary market around 82.9 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The $250 million facility is a Term loan that is scheduled to mature on April 3, 2023. About $236.3 million of the loan is withdrawn and outstanding. Infogroup Inc., headquartered in Omaha, Nebraska, is a provider of proprietary business and consumer data and multi-channel marketing solutions to enterprise and SMB customers. INNERLINE ENGINEERING: Wins Cash Collateral Access Thru June 30 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Riverside Division, authorized Innerline Engineering, Inc. to use cash collateral on an interim basis through June 30, 2023. The Debtor is permitted to use cash collateral in accordance with the budget, with a 15% variance. The Debtor is directed to provide the adequate protection by making monthly payment through June 1, 2023, as follows: a. HOP Capital: $3,000 b. Danny Song: $1,000 c. U.S. Small Business Administration: $731 d. Internal Revenue Service: $5,207.17 Secured creditors holding valid, pre-petition liens secured by the cash collateral used by the Debtor post-petition were granted a replacement lien on all post-petition revenues of the Debtor to the same extent, priority and validity (if any) that their liens attached to the cash collateral. The scope of the replacement lien is limited to the amount (if any) that cash collateral diminishes post-petition as a result of the post-petition use of cash collateral by the Debtor. A copy of the order is available at https://bit.ly/3S5Pk2C from PacerMonitor.com. About Innerline Engineering Corona, Cal.-based Innerline Engineering, Inc. - http://www.innerlineengineering.com/-- offers a variety of services to municipalities, utility owners, industrial facilities and commercial property owners for the maintenance of their underground utilities. Innerline Engineering filed a petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 21-14305) on Aug. 9, 2021, listing as much as $10 million in both assets and liabilities. Thomas J.C. Yeh, chief financial officer, signed the petition. Judge Wayne E. Johnson oversees the case. Resnik Hayes Moradi LLP serves as the Debtor's bankruptcy counsel. INSTANT BRANDS: $450M Bank Debt Trades at 44% Discount ------------------------------------------------------ Participations in a syndicated loan under which Instant Brands Holdings Inc is a borrower were trading in the secondary market around 55.7 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The $450 million facility is a Term loan that is scheduled to mature on April 12, 2028. About $399.5 million of the loan is withdrawn and outstanding. Instant Brands Holdings Inc. designs, manufactures and markets kitchen products. The Company offers bakeware, dinnerware, kitchen, and household tools for storage and cutlery. IRONWOOD FINANCIAL: Wins Cash Collateral Access Thru April 18 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Mississippi authorized Ironwood Financial, LLC to continue using cash collateral on an interim basis, pursuant to the budget, through April 18, 2023. Worldpay ISO, Inc., f/k/a Vantiv, Inc., f/k/a National Processing Company, is directed to release $122,000 of any residual payments to the Debtor in the ordinary course of Worldpay's business after ascertaining the amount of the residual payments in accordance with the terms of the underlying agreement between the Debtor and Worldpay provided that the total amount of the residual payment due to the Debtor for the applicable period is at least $122,000. A further telephonic hearing on the matter is scheduled for April 18 at 10 a.m. Objections are due April 11. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3KeDf9i from PacerMonitor.com. The Debtor projects $72,276 in total monthly expenses. About Ironwood Financial Oxford, Miss.-based Ironwood Financial, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 21-10866) on May 3, 2021. In the petition signed by John H. Lewis, manager, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Jason D. Woodard oversees the case. Mitchell, McNutt & Sams, P.A. serves the Debtor's legal counsel. J&B EXPRESS: Trucking Business Files in Wisconsin ------------------------------------------------- J&B Express LLC filed for chapter 11 protection in the Eastern District of Wisconsin. The Debtor operates a national, over-the-road trucking business with 13 to 17 trucks on the road at any one time. Presently, the Debtor's annual revenue is $4.4 million. January and February are typically its lowest revenue months. The Debtor has 9 drivers and 5 non-driver employees. The Debtor also contracts with 3 drivers who are 1099 employees and 2 dispatchers who are 1099 employees. The Debtor's trucking business covers the entire United States. Its drivers travel extensively. The Debtor must have fuel and be able to have trucks serviced if they break down anywhere in the Country. In preparation of the Chapter 11 filing, the Debtor made a number of deposits to ensure its trucks would receive fuel, emergency repairs on the road could be made and its driver employees could be fed and lodged while they worked. The Debtor's creditors are as follows: (a) BMO with a line of credit of $240,000 secured by a general business security agreement ("GBSA"); (b) BMO with a term loan of $128,000 secured by a GBSA; (c) The SBA that provided an Economic Injury Disaster Loan ("EIDL Loan") totaling $1,750,000 secured by a GBSA; and (d) 23 loans from various parties to purchase trucks and other vehicles that are secured by purchase money security interests ("PMSI") that only have the vehicle financed as the collateral to secure each loan. According to court filings, J&B Express LLC estimates between $1 million and $10 million in debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. About J&B Express LLC J&B Express LLC specializes in reefer, trucking, logistics, OTR, freight, and brokerage services. 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 Feb. 7, 2023. In the petition signed by Mark S. Werner, manager, the Debtor disclosed up to $10 million in both assets and liabilities. The case is overseen by Honorable Bankruptcy Judge Rachel M. Blise. Nicholas W. Kerkman, Esq., at Kerkman and Dunn, is the Debtor's counsel. JDI DATA: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: JDi Data Corporation 100 West Cypress Creek Road Suite 1052 Fort Lauderdale, FL 33309 Business Description: JDi has developed innovative solutions for professionals within the insurance, risk, and legal communities. Its software solutions are designed to allow organizations to invest in tools that truly transform their day-to-day processes. Chapter 11 Petition Date: February 17, 2022 Court: United States Bankruptcy Court Southern District of Florida Case No.: 23-11322 Judge: Hon. Scott M. Grossman Debtor's Counsel: John A. Moffa, Esq. MOFFA & BIERMAN 2929 E Commercial Blvd Suite 205 Fort Lauderdale, FL 33308 Tel: 954-634-4733 Email: john@Moffa.Law Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John Heller as CRO. 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/4IQ264A/JDi_Data_Corporation__flsbke-23-11322__0001.0.pdf?mcid=tGE4TAMA JORGABY FREIGHT: Unsecureds to Get Paid From Disposable Income -------------------------------------------------------------- Jorgaby Freight Services, LLC, Jorgaby Delivery Services, Inc., Jorgaby Investments, LLC and Jorgaby Logistix, Inc., submitted a Fourth Amended Plan of Reorganization dated Feb. 8, 2023. The Plan Proponent's financial projections show that the Debtors will have projected disposable income for the period described in s 1191(c)(2) of $2,943,414. After payment of administrative, priority and secured claims, the Debtor projects that it will have $256,147 to distribute to unsecured creditors. The final Plan payment is expected to be paid on Feb. 1, 2028. This Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay creditors from continued operation of the Debtors freight hauling business. Under the Plan, Class 3 Unsecured Claims and Under Secured Claims are impaired. Class 3 Claims will be paid from the projected Disposable Income of the Debtor on a monthly basis after the payment of all Claims pursuant to Unclassified Claims through Class 2F. Payments will be made directly by the Debtor in an amount sufficient to amortize the allowed amount of the Claim together with interest thereon at 1% per annum. Counsel for the Debtors: Donald L. Wyatt, Jr., Esq. 26418 Oak Ridge Drive The Woodlands, TX 77380 Tel: (281) 419-8733 Fax: (281) 419-8703 E-mail: don.wyatt@wyattpc.com A copy of the Fourth Amended Plan of Reorganization dated Feb. 8, 2023, is available at https://bit.ly/3HTQTMe from PacerMonitor.com. About Jorgaby Freight Services Jorgaby Freight Services LLC, a trucking services provider, filed a voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-32608) on Sept. 5, 2022. In the petition filed by Magdiel Herrera, as chief operating officer, Jorgaby Freight disclosed between $1 million and $10 million in assets and between $100,000 and $500,000 in liabilities. Jarrod B. Martin has been appointed as Subchapter V trustee. Judge Jeffrey P. Norman oversees the case. Donald Wyatt, Jr., Esq., at Donald Wyatt PC, serves as the Debtor's counsel. KURNCZ FARMS: Amends Unsecured Claims Pay Details ------------------------------------------------- Kurncz Farms, Inc., submitted a Third Amended Combined Disclosure Statement and Plan of Reorganization dated Feb. 16, 2023. Class 5 consists of all Allowed Unsecured Claims. Unless a different treatment is agreed upon by the Holder that does not conflict with the Plan or the Bankruptcy Code, each Holder of an Allowed Unsecured Claim ("Class 5 Claimant" or "Class 5 Claimants") will receive the following ("Class 5 Payments"): * Pro Rata share of the lesser of (i) $2,346,739.23 or (ii) 70% of each Allowed Unsecured Claim, payable as follows: -- (i) Shareholder Payments: On or before December 31, 2023, Debtor will cause the Shareholders to pay $50,000.00 to be distributed Pro Rata to Holders of Allowed Unsecured Claims, if Debtor has insufficient funds to make this payment from its own operating income. On or before December 31, 2024, Debtor will cause the Shareholders to pay $50,000.00 to be distributed Pro Rata to Holders of Allowed Unsecured Claims, if Debtor has insufficient funds to make this payment from its own operating income. -- (ii) Plan Payments: Pro Rata distribution of: (i) $50,000.00 on or before December 31, 2025; (ii) $100,000.00 on or before December 31, 2026; (iii) $100,000.00 on or before June 30, 2027; and (iv) $200,000.00 on or before December 31, 2027 (the "Unsecured Creditors Plan Payments"). -- (iii) Excess Delta Payments. Beginning with the year ending 2025, the Debtor will compare the difference between its cash basis revenues less feed, seed, fertilizer, fuel, and chemicals (the "Delta") with the Delta for the year-ending 2024. To the extent the Delta in 2025 exceeds the Delta in 2024 by 10% (the "Excess Delta"), a Pro Rata distribution of 15% of the Excess Delta will be paid to Holders of Allowed Unsecured Claims by February 1 of the following year. The same calculation will be made in each subsequent year for the life of the plan. -- (iv) Balloon Payment: On or before the date that is five years from the Effective Date of this Plan, Debtor will pay a balloon payment that will be distributed Pro Rata to Holders of Allowed Unsecured Claims in the amount that when combined with the Unsecured Plan Payments, the total Excess Delta Payments, and the Shareholder Payments provides Holders of Allowed Unsecured Claims the lesser of (a) an aggregate amount of $2,346,739.23 or (b) 70% of each of their Allowed Unsecured Claim (collectively with a.(i), (ii), (iii) and (iv) the "Class 5 Payments"). * Avoidance Actions: upon the Effective Date, each Holder of an Allowed Unsecured Claim will be released from any liability under any Avoidance Action. * Security. The Class 5 Payments will be secured by mortgages on certain of the property owned by the Individual Co-Borrowers (the "Class 5 Property") up to the value of $2,500,000.00 (the "Class 5 Mortgage"). The Class 5 Mortgage is subordinate to mortgages of PNL Devine, LLC and the United States of America acting through the Internal Revenue Service. The mortgagors, while not liable for the Class 5 Payments, will acknowledge in the Class 5 Mortgage that, as members of the Debtor, they are granting the Class 5 Mortgage for valuable consideration which is to induce the Class 5 Claimants to vote for the Class 5 Treatment, resulting in confirmation of the Debtor's Plan. The Class 5 Mortgage shall secure the Class 5 Payments and any reasonable costs, including attorneys' fees which are incurred with respect to enforcing the collection of the Class 5 Payments ("Costs and Expenses"). The only defaults under the Class 5 Mortgages shall be: (i) failure to make a Class 5 Payment; (ii) failure to maintain insurance on the Class 5 Property or; (iii) the filing of a bankruptcy, receivership, or other insolvency of the mortgagor. There shall be no right to accelerate the Class 5 Payments for failure of the Debtor to make a Class 5 Payment. * Recovery percentage will vary based on the amount of Allowed Unsecured Claims, including Allowed Unsecured Claims filed by the Bar Date. Caledonia Farms Elevator Company has agreed, upon confirmation, to reduce its claim to $1,250,000.00. If the amount of claims remains as it is today, the recovery will be 70%. If, however, an additional claim is filed and becomes an Allowed Unsecured Claim, the recovery percentage may decrease. The Debtor does not foresee additional unsecured claims to be filed. * The Unsecured Creditors Committee appointed in this case retained the law firm of Keller and Almassian PLLC (the "Law Firm") to represent it during Debtor's Chapter 11 Case and has agreed the Law Firm shall represent, as their agent, all of the Class 5 Claimants, collectively, with respect to the post confirmation execution, administration, and enforcement of the Class 5 Mortgage. The Law Firm shall be designated as mortgagee on behalf of and for the benefit of all of the Class 5 Claimants under the Class 5 Mortgage. The Law Firm shall have all of the rights and powers of the mortgagee under the Class 5 Mortgage and shall exercise those rights and powers for the benefit of the Class 5 Claimants, including but not limited to: (i) executing the mortgage on behalf of and for the benefit of the Class 5 Claimants; (ii) communicating with the mortgagor, the Debtor, and the Class 5 Claimants regarding the status of the Class 5 Payments; (iii) sending notices of default to the mortgagors; and (iv) executing a discharge of the Class 5 Mortgage upon full payment of the Class 5 payments and Costs and Expenses, if any. In the event of default in the payment the Class 5 Payments, the Law Firm may, in its sole discretion, exercise all rights and remedies under the Class 5 Mortgage to foreclose the Class 5 Mortgage, pay any Costs and Expenses from the sale proceeds and make distribution of the net proceeds of sale to the Class 5 Claimants according to the Class 5 Treatment. The Law Firm is expressly authorized to execute the mortgage, as mortgagee for the benefit of the Class 5 Claimants. The Law Firm shall not be liable to the Class 5 Claimants for any damage arising from the exercise of its duties as mortgagee with respect to the Class 5 Mortgage except in the event of willful conduct or gross negligence. Class 5 is Impaired. Distributions will be made from Debtor's operating income. A full-text copy of the Third Amended Combined Disclosure Statement and Plan dated February 16, 2023 is available at https://bit.ly/3EhK9qu from PacerMonitor.com at no charge. Counsel to Debtor: Susan M. Cook, Esq. Warner Norcross & Judd, LLP 715 E. Main Street, Suite 110 Midland, MI 48640-5382 Tel: 989-698-3759 Fax: 989-486-6159 Email: smcook@wnj.com About Kurncz Farms Based in Saint Johns, Michigan, Kurncz Farms, Inc., Kurncz Farms was incorporated in 1991 by Peter J. Kurncz, Sr., Marion Kurncz, Peter J. Kurncz, Jr., and Lisa Kurncz and now operates as a Michigan corporation. Peter Kurncz, Jr. took over control of the farming operation in the early 1990s. Kurncz Farms is currently owned by Lisa Kurncz and Peter J. Kurncz, Jr. Kurncz Farms's herd now includes over 1666 milking and dry cows and 430 calves through breeding age heifers. Kurncz Farms farms 3,000 acres in Clinton, Shiawassee, and Gratiot counties. The farming operation also includes growing crops and feed, including beans, wheat, haylage, corn bushels, and corn silage. The company employs 30 full and part-time associates. The main farm is located at 4777 Gilson Road, St. Johns, Clinton County, Michigan. The farm's operations have $8 million to $9 million in annual revenues. Kurncz Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mich. Case No. 21-02612) on Nov. 30, 2021, listing as much as $10 million in both assets and liabilities. Peter J. Kurncz, president of Kurncz Farms, signed the petition. Susan M. Cook, Esq., at Warner Norcross + Judd, LLP and Barron Business Consulting serve as the Debtor's legal counsel and business consultant, respectively. The U.S. Trustee for Region 17 appointed an official committee of unsecured creditors in the Debtor's case on Nov. 22, 2021. The committee is represented by Keller & Almassian, PLC. LADO ENTERPRISES: April 18 Plan & Disclosure Hearing Set -------------------------------------------------------- On Jan. 24, 2023, Lado Enterprises, Inc., filed with the U.S. Bankruptcy Court for the District of Maryland a Disclosure Statement and Plan. On Feb. 13, 2023, Judge Maria Ellena Chavez-Ruark conditionally approved the Disclosure Statement and ordered that: * April 18, 2023, at 10:00 a.m. at the U.S. Bankruptcy Court, U.S. Courthouse, Courtroom 3-C, 6500 Cherrywood Lane, Greenbelt, Maryland is the hearing to consider the final approval of the Disclosure Statement and the confirmation of the Plan. * March 31, 2023, is fixed as the last day for filing and serving written objections to the conditionally approved Disclosure Statement or to confirmation of the Plan. * March 31, 2023, is fixed as the last day for filing written acceptances or rejections of the plan. * Objections to claims, estimations for purposes of voting, and requests for valuation of security shall be filed at least 14 days before the confirmation hearing, and they may be heard in conjunction with the confirmation hearing. A copy of the order dated Feb. 13, 2023 is available at https://bit.ly/4139o9F from PacerMonitor.com at no charge. About Lado Enterprises Lado Enterprises Inc., an educational service provider in Silver Spring, Md., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 22-14357) on Aug. 9, 2022, listing $657,396 in assets and $1,447,002 in liabilities. Margaret Lado Schepis, chief executive officer, signed the petition. Judge Maria Ellena Chavez-Ruark oversees the case. The Law Offices of Steven H. Greenfeld, LLC, serves as the Debtor's counsel. LAKELAND TOURS: $200M Bank Debt Trades at 16% Discount ------------------------------------------------------ Participations in a syndicated loan under which Lakeland Tours LLC is a borrower were trading in the secondary market around 84 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The $200 million facility is a Payment-in-Kind Term loan that is scheduled to mature on September 25, 2025. The amount is fully drawn and outstanding. Lakeland Tours LLC provides educational student travel programs. The Company offers history, science, discoveries, onstage, sports, and career-focused travel opportunities. LAZY J. RANCH: Kelly M. Hagan Named Subchapter V Trustee -------------------------------------------------------- Andrew R. Vara, United States Trustee for Regions 3 and 9, has appointed Kelly M. Hagan as Subchapter V trustee for Lazy J. Ranch Corporation. To the best of the United States Trustee's knowledge, Ms. Hagan's connections with the Debtor, creditors, and other parties-in-interest, their respective attorneys and accountants, the United States Trustee, and persons employed in the Office of the United States Trustee are limited to the connections set forth in Ms. Hagan's Verified Statement. A copy of the appointment is available for free at https://bit.ly/40N0vB9 from PacerMonitor.com. Proposed Subchapter V Trustee: Kelly M. Hagan P.O. Box 6844 Traverse City, MI 49686 Telephone: 231-938-7095 Email: kelly@haganlawoffices.com About Lazy J. Ranch Lazy J. Ranch Corporation filed Chapter 11 Petition (Bankr. W.D. Mich. Case No. 23-00137) on Jan 20, 2023. LTI FLEXIBLE: $142M Bank Debt Trades at 17% Discount ---------------------------------------------------- Participations in a syndicated loan under which LTI Flexible Products Inc is a borrower were trading in the secondary market around 83.5 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The $142 million facility is a Term loan that is scheduled to mature on April 17, 2023. The amount is fully drawn and outstanding. LTI Flexible Products, Inc., doing business as Boyd Corporation, provides metal and chemical products. The Company offers acoustic, seals, molded rubber, gaskets, thermal insulation, cushioning, shock absorption, bonding systems, and fabricated metal products. Boyd serves customers worldwide. LUCKY BUCKS: PennantPark Floating Marks $4.2M Loan at 43% Off ------------------------------------------------------------- PennantPark Floating Rate Capital Ltd has marked its $4,275,000 loan extended to Lucky Bucks, LLC to market at $2,426,000 or 57% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in PennantPark Floating's Form 10-Q for the quarterly period ended December 31, 2022, filed with the Securities and Exchange Commission on February 8, 2023. PennantPark Floating is a participant in a Lien Secured Debt to Lucky Bucks, LLC. The loan accrues interest at a rate of 10.43% per annum. The loan matures on July 20, 2027. PennantPark Floating was organized as a Maryland corporation in October 2010. PennantPark Floating is a closed-end, externally managed, non-diversified investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. On April 14, 2022, listing and trading of the Company's common stock commenced on the New York Stock Exchange after the Company voluntarily withdrew the principal listing of its common stock from the Nasdaq Stock Market LLC effective at market close on April 13, 2022. Lucky Bucks, LLC provides coin-operated amusement machines. MATCON CONSTRUCTION: Hires Underwood Murray as Counsel ------------------------------------------------------ Matcon Construction Services, Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Underwood Murray, P.A. as counsel. The firm will provide these services: a. advise the Debtor with respect to its responsibilities in complying with the United States Trustee's Guidelines and Reporting Requirements and with the rules of the Court; b. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of this case; c. protect the interests of the Debtor in all matters pending before the Court; d. represent the Debtor in negotiations with its creditors and in the confirmation of a plan; and e. other services as required of general bankruptcy counsel in a Chapter 11 bankruptcy case. The firm will be paid at these rates: Scott A. Underwood $525 per hour Megan W. Murray $425 per hour Adam M. Gilbert $300 per hour Paralegal $170 per hour The firm received from the Debtor a retainer of $60,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott A. Underwood, Esq., a partner at Underwood Murray PA, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Scott A. Underwood, Esq. Megan W. Murray, Esq. Adam M. Gilbert, Esq. Underwood Murray PA 100 N Tampa St. Suite 2325 Tampa, FL 33602 Tel: (813) 540-8401 Email: sunderwood@underwoodmurray.com mmurray@underwoodmurray.com agilbert@underwoodmurray.com About Matcon Construction Services, Inc. Matcon Construction Services, Inc. provides general contracting, solar solutions and development Services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00215) on January 20, 2023. In the petition signed by Derek Mateos, president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Roberta A. Colton oversees the case. Scott Underwood, Esq., at Underwood Murray, P.A., represents the Debtor as counsel. MEDLY HEALTH: Core Assets Acquired by Walgreens ----------------------------------------------- Dallas Heltzell of Greeley Tribune reports that in a deal that will result in the closure of the former Pharmaca Integrative Pharmacies, drugstore giant Walgreens has acquired the core business of Medly Health Inc. -- the digital-pharmacy company that purchased Boulder-based Pharmaca in June 2021 and then filed for bankruptcy two months ago. According to a Tuesday, February 7, 2023, filing in the U.S. Bankruptcy Court for the District of Delaware, Walgreen Inc. -- the Deerfield, Illinois-based subsidiary of holding company Walgreens Boots Alliance (Nasdaq: WBA) -- will pay $19.35 million in cash for Medly's prescription files, pharmacy inventory and intellectual property, including its trademarks and logos. In a statement issued Wednesday, Walgreens spokeswoman Kris Lathan said Walgreens will close the Pharmaca locations, which include stores rebranded as Medly Pharmacy at 2700 Broadway and 645 S. Broadway in Boulder. Another store at 17th and Pearl streets closed in 2020. A spokeswoman in the Pharmaca home office in Boulder told BizWest on Thursday that the stores in Boulder will be closed February 25, 2023. "We are pleased to have reached agreement to acquire the pharmaceutical records and other select assets across 22 Pharmaca Integrative Pharmacies and four Medly Pharmacies nationally," Lathan said. "Although specific store details are being finalized given bankruptcy court's ruling Tuesday, February 7, 2023, prescription files and inventory are expected to be transferred to nearby Walgreens by mid-February." Lathan said Walgreens will automatically transfer patients' pharmacy files to a designated Walgreens store, adding that "patients will receive notice about any changes through mail and other means with details about continued access to their prescriptions and other services." At the February 3, 2023 bankruptcy auction, Walgreens outbid "stalking-horse" MedPharmaca Holdings Inc. When Medly filed for Chapter 11 bankruptcy protection in December 2022, MedPharmaca agreed to place a starting $18.5 million bid for just about all of Medly’s assets, including the Pharmaca stores. However, the bankruptcy filing said MedPharmaca would get a $450,000 breakup fee and up to $500,000 in reimbursed expenses if some other bidder won the auction. In its bankruptcy filing, Brooklyn, New York-based Medly reported $110 million in secured debt. Walgreens is the second-largest pharmacy store chain in the United States behind CVS Health Corp. (NYSE: CVS), which also placed a bid for Medly's pharmacy scripts and other assets, according to bankruptcy filings. Pharmacist B. Douglas Hoey, CEO of the National Community Pharmacists Association, told Business Insider that drugstore chains often buy prescription files from smaller pharmacies that are going out of business. According to the bankruptcy filings, Medly had 22 locations, all of which originally belonged to Pharmaca. Medly filed for Chapter 11 bankruptcy protection on Dec. 9, 2022 in the U.S. Bankruptcy Court for the District of Delaware in Wilmington. The filing requests that bankruptcy petitions for Medly Health and 31 of its affiliates, including Pharmaca, be jointly administered in the petition. During a virtual hearing, U.S. Bankruptcy Judge Karen Owens gave Medly interim permission to access half of its $8 million in debtor-in-possession financing, despite concerns expressed at the hearing from Linda Casey, a representative of the U.S. Trustee's Office, that Medly could end up in default on that financing before the next hearing Jan. 3 if it failed to close on the sales. Pharmaca was founded in June 2000 in Boulder as the nation's first integrative pharmacy chain offering traditional pharmacy services alongside natural and complementary health solutions, including natural health and beauty products. Medly was forced to file for bankruptcy after it failed to get a $100 million loan for which it applied last summer. In the court filing, the company said that made it impossible to buy the drugs it needed to fill prescriptions. As a result, it said, more than 20 of its stores closed. Medly, founded in 2017, had described itself as the nation's fastest-growing digital pharmacy. About Medly Health Medly Health Inc. and affiliates operate four full service digital pharmacies, 21 brick-and-mortar, full-service specialty pharmacies serving 20 markets across nine states and one health and wellness store in Seattle, Washington. Medly Health also operates an e-commerce business through the "Pharmaca.com" website. It offers orchestrated consumer services such as delivery, prior authorization coordination, copay management, refill management and much more. Its strategic pillars include prescription medications, health and wellness and order fulfilment, including, where available, same day delivery. Medly Health and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11257) on Dec. 9, 2022. In the petition signed by Richard S. Willis, chief executive officer and chief financial officer, Medly Health disclosed up to $500 million in both assets and liabilities. Judge Karen B. Owens oversees the case. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, is the Debtor's counsel. Epiq Corporate Restructuring serves as claims and notice agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors on Dec. 21, 2022. Porzio, Bromberg & Newman, P.C. and Rock Creek Advisors, LLC serve as the committee's legal counsel and financial advisor, respectively. MILLER'S QUALITY MEATS: Wins Cash Collateral Access Thru March 31 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania authorized Miller's Quality Meats, LLC to use cash collateral on a final basis in accordance with the budget, with a 15% variance, through March 31, 2023. Within 10 days prior to the expiration of the Initial Budget and each budget provided thereafter, the Debtor is directed to provide MMG REO II, LLC with a 13-week cash flow budget commencing with the week following the expiration of the then current Budget. To the extent MMG REO II, LLC agree with the form and substance of the Budgets submitted after the Initial Budget, this final order will be extended for such additional 13-week periods upon the same terms and conditions of the Final Cash Collateral Order. In the event that MMG REO II, LLC and the Debtor are unable to agree upon a new Budget, the parties will request hearing before the Court to attempt to resolve the issues. The Debtor will be permitted a variance of 15% of the budgeted amount of total weekly operating expenses. The Debtor agrees to pay $2,000 per month to MMG REO II LLC for the use of cash collateral with payments due on or before the 20th of each month. The Pre-Petition liens of MMG REO II, LLC are continued postpetition to the same extent, priority, and validity as existed prior to the within bankruptcy on the Debtor's post-Petition receivables and inventory. The value of MMG REO II, LLC's liens will not be greater post-petition than the value thereof at the time of the filing of the bankruptcy petition initiating the case, plus accruals thereafter and minus payments to MMG REO II, LLC thereafter. No additional financing statements or mortgages need to be filed to perfect such post-petition liens and security interests. MMG REO II, LLC's pre-petition lien, as identified by PA UCC filing numbers 2022042502670 & 2022042502651 is a valid first priority lien on the assets set forth in the UCC. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3lHlyVG from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $16,774 for January 2023; $23,819 for February 2023; and $25,519 for March 2023. About Miller's Quality Meats, LLC Miller's Quality Meats, LLC produces and sells high-quality dried, spiced, and smoked meat products to both retail and individual customers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-22280) on November 17, 2022. In the petition signed by James Perko, managing member, the Debtor disclosed up to $1million in both assets and liabilities. Judge Jeffery A. Deller oversees the case. Ryan J. Cooney, Esq., at Cooney Law Offices, represents the Debtor as legal counsel. MURPHY OIL: Fitch Affirms LongTerm IDR at 'BB+', Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed Murphy Oil Corporation's Long-Term (LT) Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook remains at Stable. The ratings reflect a strong recovery from the pandemic-related decline in commodity prices, increased management focus on debt reduction and FCF generation leading to USD1.2 billion of debt reduction since the end of 2020, strong credit metrics, abundant liquidity and a solid maturity profile. These considerations are balanced by the significant environmental remediation costs of operating in the Gulf of Mexico (GOM) compared with U.S. onshore peers, dependence on GOM revenues for the majority of revenues, minimal hedge book, and the need to grow and develop core U.S. onshore and offshore assets. The Stable Rating Outlook reflects management's commitment to continuing debt reduction, offset by Murphy's small scale relative to peers. KEY RATING DRIVERS Capital Allocation Priorities: Murphy's capital allocation plans, while becoming more equity friendly now that Murphy has reduced debt by USD1.2 billion since year end 2020, remain credit accretive. While total debt remains between USD1.0 billion and USD1.8 billion, Murphy will allocate 75% of FCF to debt reduction and 25% to share buybacks and potential dividend increases. To this end, Murphy is targeting USD500 million in debt reduction in 2023 and has recently announced a 10% dividend increase to USD1.10 per share. According to Fitch price deck projections, Murphy's total debt will decline below USD1 billion in 2024. When debt declines below USD1 billion Murphy plans to utilize a minimum of 50% of FCF for share buybacks and potential dividend increases while allocating up to 50% of FCF to the balance sheet. GOM Projects Drive Production: Murphy's GOM development projects have and will continue to drive increased production, while spending on these projects will decline going forward. U.S. Offshore production increased 8% in 2022, and is projected to increase a further 9% in 2023. The Khaleesi, Mormont, and Samurai projects field development projects were completed in 2022 with seven operated wells producing across three fields. Two additional wells are likely to be drilled in 2023 with potential for more wells in the years beyond. Murphy achieved first oil at the King's Quay Floating Production Facility in April 2022 and has maintained industry-leading facility uptime of 97%. The St. Malo waterflood (non-operated) remains on schedule for first water injection in 2024. These projects are expected to have a breakeven oil price of less than USD30/bbl. Fitch believes these projects are expected to add 20 to 30 mboe/d through 2023 to 2029 and the completion of the projects will lead to a material drop in capex, resulting in increased FCF. Potential Regulatory Considerations: Recent changes in the regulatory environment have had minimal impact on Murphy's operations in the Gulf of Mexico. The Biden administration's announcement, in January 2021, of a temporary moratorium on the leasing of new oil and natural gas on federal land and waters did not affect work and permitting on existing leases. The administration later reversed course with a lease sale in November 2022. GOM lease sales are currently planned for March and September of 2023. It is important to note that the majority of Murphy's activity in the GOM is focused on development and production which are least exposed to this risk. Tupper Montney Optionality. High natural gas prices allowed Murphy to economically increase gas production in the Tupper Montney. Gas production was increased 21% in 2022 with 82% under fixed forward prices and only 5% facing AECO pricing. While AECO pricing is typically disadvantaged relative to Henry Hub pricing, Murphy's drilling locations face breakeven pricing of USD1.65 or lower assuming a 10% rate of return. The fixed price swaps (priced at CAD2.36/mcf and CAD2.39/mcf or USD1.75/mcf and USD1.78/mcf at Feb. 8, 2023 exchange rate) covering about 83% and 50% of expected 2023 and 2024 production volumes, respectively, were put in place to lock in an attractive return on the development project. The remaining volumes will face spot AECO pricing or will access pipeline capacity connections to diversified pricing points that typically offer at least a modest improvement over AECO pricing. In addition, the LNG Canada liquefaction project is on track to export up to 1.9 Bcf/d of LNG from the basin by the middle of the decade. DERIVATION SUMMARY Murphy's production of 196,000 barrels of oil equivalent per day (mboe/d) as of Sept. 30, 2022 is at the low end of the range of most investment-grade issuers and high 'BB' issuers, such as Occidental Petroleum (BB+/Positive; 1,179 mboe/d), Southwestern Energy Corp. (BB+/Positive; 802 mboe/d), Apache Corporation (BBB-/Stable; 366 mboe/d), Ovintiv Inc. (BBB-/Stable; 516 mboe/d), Hess Corp. (BBB-/Positive; 368 mboe/d), and Marathon Oil Corporation (BBB-/Positive; 353 mboe/d). Murphy's netbacks are toward the high end of its investment-grade and high 'BB' peers'. Murphy's Fitch-calculated netback of USD43.6/bbl for Sept. 30, 2022 compared with Occidental (USD44.2/bbl), Apache (USD44.3/bbl), Ovintiv (USD35/bbl), Hess (USD42/bbl), and Marathon (USD50/bbl). Murphy's leverage metrics improved in 2021 and still further in YTD 2022 due to improved commodity prices and the use of FCF for debt paydown. Murphy's approximately USD971 million of asset retirement obligations offsets the positive leverage metrics. The obligations are lower than Occidental (USD4,026 million), Apache (USD2,130 million) and Hess (USD1,190 million), but significantly higher than onshore peers, such as Ovintiv (USD385 million), Marathon (USD316 million), and Southwestern (USD109 million). KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - WTI oil prices of USD95/bbl in 2022, USD81/bbl in 2023, USD62/bbl in 2024 and USD50/bbl thereafter; - Henry Hub natural gas prices of USD6.75/mcf in 2022, USD5/mcf in 2023, USD4/mcf in 2024, USD3/mcf in 2025 and USD2.75/mcf thereafter; - 7.7% production growth in 2022 and mid-single digit increases in later years as Gulf of Mexico projects are completed; - Capex of USD1,183 million in 2022, decreasing to USD950 in 2023 and declining to USD900 million thereafter; - Contingent consideration payment of USD225 million in 2023; - Dividends increase to USD171 million in 2023 and thereafter; - Debt payment of USD648 million in 2022. In 2023, 75% of FCF allocated to debt repayment and 25% to stock buybacks in line with Murphy 2.0 Capital Allocation Policy. In 2024 and beyond, at least 50% of FCF allocated to stock buybacks or dividend increases in line with Murphy 3.0 Capital Allocation Policy. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Increasing net production above 200,000 barrels of oil equivalent per day and a material growth in reserve base; - Sustained reduction of gross debt to below USD1 billion; - Gross mid-cycle EBITDA leverage below 2.0x and lease-adjusted EBITDA approaching USD1.5 billion; - Continued clear and conservative capital-allocation and financial policy that demonstrates capex, shareholder return and M&A discipline. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Midcycle debt greater than 2.5x and EBITDA below USD1 billion; - A change in financial policy that results in material weaker credit metrics; - Major operational issue or loss of momentum across key plays, or failure to maintain adequate drilling inventory; - Deviation from management's stated policy of no more than 10% of the capital budget in exploratory projects. LIQUIDITY AND DEBT STRUCTURE Murphy Oil refinanced its USD1.6 billion revolver that was due in November 2023 with a USD800 million revolver that is due in November 2027. With the aggressive paydowns of debt and focus on FCF the management team believes that the company no longer needs a revolver as large as the replaced facility. With substantial FCF forecast in Fitch's rating case, liquidity is ample. Even in Fitch's stress case, liquidity is sufficient. Based on the Murphy 2.0 capital allocation framework, the company is likely to pay back at least USD500 million of debt in 2023 with a focus on the USD249 million that matures in 2025. ISSUER PROFILE Murphy Oil Corporation is a global oil and natural gas exploration and production company. The company primarily operates in The Gulf of Mexico, Canadian Onshore and the U.S. Onshore. Murphy had total proved reserves of 697 MMBoe as of Dec. 31, 2022. ESG CONSIDERATIONS Murphy Oil has an ESG Relevance Score of '4' for waste and hazardous materials management/ecological impacts, due to the enterprise-wide solvency risks that an offshore oil spill poses for an E&P company. This factor has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Murphy Oil Corporation LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ guaranteed LT BB+ Affirmed RR4 BB+ NATIONAL PHARMACY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: National Pharmacy Acquisition, LLC d/b/a National Infusion Services d/b/a National Pharmacy LTC d/b/a Advantage RX d/b/a National Specialty Infusion Pharmacy d/b/a National Specialty Pharmacy 5344 Brittany Drive Baton Rouge, LA 70808 Chapter 11 Petition Date: February 17, 2023 Court: United States Bankruptcy Court Middle District of Louisiana Case No.: 23-10102 Judge: Hon. Michael A. Crawford Debtor's Counsel: Noel Steffes Melancon, Esq. THE STEFFES FIRM, LLC 13702 Coursey Blvd. Building 3 Baton Rouge, LA 70817 Tel: 225-751-1751 Email: nmelancon@steffeslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sharon LeBouef as manager. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IVAWEFY/National_Pharmacy_Acquisition__lambke-23-10102__0013.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KBWFQ6I/National_Pharmacy_Acquisition__lambke-23-10102__0001.0.pdf?mcid=tGE4TAMA NATIVE ENGINEERS: Court OKs Cash Collateral Use Thru March 1 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Louisiana authorized Native Engineers, LLC to use cash collateral in accordance with the budget, with a 10% variance, through March 1, 2023. b1Bank asserts liens on the Debtor's cash collateral for certain disbursements. As adequate protection, b1Bank is granted replacement security interests in and liens on all post-petition accounts and general intangibles of the Debtor on which b1Bank holds valid and perfected liens as of October 28, 2022 and all proceeds of the foregoing in the same respective priority it held prior to the Petition Date, and subject and subordinate only to valid, perfected, enforceable and non-avoidable liens and security interests granted by law or by the Debtor to any person or entity that were superior in priority to the prepetition security interests and liens held by b1Bank. The Debtor will continue to make minimum monthly payments to b1Bank on its four loans and lines of credit in accordance with terms and conditions of any pre-petition loan documents and the Budget. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3lHCo6Q from PacerMonitor.com. The budget provides for total expenses, on a weekly basis, as follows: $12,500 for the week ending February 25, 2023; $23,030 for the week ending March 4, 2023; $5,500 for the week ending March 11, 2023; $16,250 for the week ending March 18, 2023; and $5,620 for the week ending March 25, 2023. About Native Engineers Native Engineers, LLC -- https://nativeengineers.com/-- provides engineering, construction management, and program management services. The company is based in Mandeville, La. Native Engineers filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 22-11316) on Oct. 28, 2022, with $1 million to $10 million in both assets and liabilities. Greta M. Brouphy has been appointed as Subchapter V trustee. Judge Meredith S. Grabill oversees the case. The Debtor is represented by Ryan James Richmond, Esq., at Sternberg, Naccari & White, LLC. NAUTICAL SOLUTIONS: Wins Final OK on Cash Collateral Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Nautical Solutions, LLC and its debtor-affiliates to use cash collateral on a final basis in accordance with the budget. The Debtors require the use of cash collateral to, among other things, permit the orderly continuation of the operation of their businesses. Nautical Solutions, L.L.C. is a borrower under a First Amended and Restated Credit Agreement, first dated as of December 7, 2018, with: -- JPMorgan Chase Bank, N.A., as administrative agent and collateral agent; -- Bank of America, N.A., Wells Fargo Bank, N.A., and Suntrust Bank, as co-syndication agents; -- Capital One, National Association and Compass Bank, as co-documentation agents; and -- the lenders from time to time party thereto, the Prepetition Credit Facility Lenders provided a credit facility to Nautical. As of the Petition Date, the Debtors were indebted under the Prepetition Credit Facility in the approximate outstanding principal amount of $338.095 million plus interest and fees. In addition, pursuant to two substantially identical note purchase agreements, Nautical issued two series of senior secured notes: (a) the Series A 7.50% amended and restated senior secured notes, due November 14, 2023, which were issued by Nautical pursuant to the Amended and Restated Note Purchase Agreement, dated December 7, 2018, by and among Nautical, the noteholders party thereto, and JPMorgan Chase Bank, N.A., as collateral agent; and (b) the Series B 7.50% amended and restated senior secured notes, due November 14, 2023. The Notes were issued by Nautical pursuant to the Amended and Restated Note Purchase Agreement, dated December 7, 2018, by and among Nautical, the noteholders party thereto, and the Prepetition Note Agent. As of the Petition Date, the Debtors owed the Prepetition Noteholders in the aggregate principal amount of $312.783 million plus interest and fees. The Debtors are permitted to use cash collateral for these purposes: a. To pay the costs of administration of the Cases and claims or amounts approved by the Court in the "first" and "second" day orders or as required under the Bankruptcy Code; b. For general corporate and working capital purposes; c. To pay adequate protection payments to the extent set forth; and d. To fund the Carve Out, in each case, subject to the terms and conditions of the Final Order, including the Budget. As adequate protection, the Prepetition Secured Parties are granted first ranking allowed superpriority administrative expense claims against each of the Debtors on a joint and several basis. The Prepetition Agent, for itself and for the benefit of the other Prepetition Secured Parties, is granted valid, binding, enforceable, and automatically perfected security interests in and liens upon in all Adequate Protection Collateral, which Adequate Protection Liens (1) will be subject and subordinate only to (x) the Carve Out and (y) the Permitted Prior Liens, and (2) will otherwise be senior to any and all other liens and security interests in the Adequate Protection Collateral. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3lLeCac from PacerMonitor.com. The Debtor projects net cash flow, on a weekly basis, as follows: $211,000 for the week ending February 3, 2023; $5,959,000 for the week ending February 10, 2023; $99,000 for the week ending February 17, 2023; and $1,068,000 for the week ending February 24, 2023. About Nautical Solutions, LLC Nautical Solutions, LLC and its affiliates are providers of vessel services to the offshore oil and gas exploration and production, oilfield service, and construction sectors. Their services include transportation of personnel and supplies to fixed and floating drilling and production rigs and platforms, surface support for subsea installation activities, and support and supply of offshore accommodation units. Nautical Solutions and several affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90002) on January 9, 2023. In the petition signed by Charles F. Comeaux, chief financial officer, Nautical Solutions disclosed up to $1 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtor tapped Kirkland and Ellis LLP and Kirkland and Ellis International LLP as general bankruptcy counsel, Jackson Walker LLP as local bankruptcy counsel, Jefferies LLC as investment banker, Ankura Consulting Group as financial advisors, and Kurtzman Carson Consultants LLC as notice and claims agent. NAUTILUS POWER: S&P Places 'B' Sec. Debt Rating on Watch Negative ----------------------------------------------------------------- S&P Global Ratings placed its 'B' rating on Nautilus Power LLC's senior secured debt on CreditWatch with negative implications. The negative CreditWatch placement highlights the uncertainty regarding the extension of the project's RCF, which ultimately affects its future liquidity. S&P expects to resolve the CreditWatch over the coming weeks after it has more clarity on the RCF extension process. The PJM Interconnection (PJM) will likely impose penalties on Nautilus after it experienced limits on gas purchases because of a winter storm from Dec. 23 to Dec. 26, 2022. The final amount is expected to be determined within the next three months. Nautilus comprises a power portfolio of about 2.2 gigawatts in the Eastern Mid-Atlantic Area Council (EMAAC) zone of the PJM and in the ISO New England (ISO-NE) regional transmission organization (RTO). The EMAAC assets include Lakewood, a 224-megawatt (MW) combined cycle facility; Rock Springs 1, 2, 3, and 4, a 744-MW natural gas peaking facility; and OPP, a 374 MW simple cycle natural gas peaking facility. The ISO-NE assets are Newington, a 630-MW combined cycle facility; and EPMA, a 254-MW portfolio of natural gas, oil, and diesel and kerosene peaking facilities. S&P said, "The CreditWatch placement reflects the possibility of a negative rating action if we believed that Nautilus will be unable to extend the term of its RCF, which expires in May 2023. The RCF provides a backstop for various operational letters of credit (LOC), as well as a six-month debt service reserve account. Although we understand that the project is engaging with the lender group for an extension, in an event where the facility is not extended, Nautilus will likely have to fund the LOCs with cash, which would strain its liquidity position." S&P said, "We are also assessing the financial impact from potential penalties arising from Nautilus' inability to operate its PJM assets during the RTO's emergency period. Rock Springs, OPP, and Lakewood experienced difficulties dispatching power during scarcity conditions, largely due to a lack of natural gas. PJM is assessing the magnitude of the penalties, which will be finalized in the next few months. Nautilus estimates the penalties will be about $40 million, after incorporating high energy margins from these facilities during the limited hours in which they operated. Nautilus expects to pay the penalties, if assessed by the PJM as estimated, with available cash and RCF borrowings (if required). "We could lower the rating by one or more notches if we view the project's liquidity as becoming constrained, which could result from the project not being able to extend its RCF due May 2023 or if the refinancing of the TLB is at risk. In addition, we are assessing the impact of future penalties and the project's ability to sweep against its TLB in 2023. We expect to resolve the CreditWatch over the coming weeks." NB HOTELS: Unsecureds Will be Paid in Full Within 84 Months ----------------------------------------------------------- NB Hotels Dallas LLC submitted a Second Amended Disclosure Statement for the Second Amended Plan of Reorganization. The Plan is a plan of reorganization. The Debtor is the owner of the real property and improvements located at 13402 Noel Road, Dallas, Texas 75240, where the Debtor operates a hotel known as the Le Meridien Dallas Hotel. Pursuant to the Plan, the Debtor will use its normal operating income to make payments under the Plan and pay ordinary operating expenses. The Debtor's assets consist primarily of a) the Hotel, with a scheduled value of $70,000,000 as of the Petition Date, and b) the furniture, fixtures and equipment used in operating the Hotel, which collectively have a scheduled value of $4,544,810. Other assets scheduled by the Debtor are: Cash and cash equivalents - $40,726 Deposits and prepayments - $7,500 Accounts receivable - $15,390 Vehicles - $46,000 Inventory - $7,500 Under the Plan, Class 5 shall consist of Allowed Unsecured Claims equal to or over the amount of $50,000, other than the Claims of Class 7 Insiders. Class 5 Claimants will be paid in full over 84 months from the Effective Date, with interest accruing from the Effective Date at the rate of 1% per annum. These Claims will be paid in equal monthly installments of principal and interest commencing on the first day of the first month following the Effective Date and continuing on the first day of each month thereafter for a total of 84 months. Class 5 Claimants shall have the option to agree to reduce their Allowed Claims to the amount of the Class 6 Small General Unsecured Claimants by marking the option that will appear on their Ballots for voting on the Plan. Class 5 is impaired. Class 6 shall consist of Allowed Unsecured Claims under the amount of $50,000, other than the Claims of Class 7 Insiders. Class 6 Claimants shall be paid in full over 48 months from the Effective Date, with interest accruing from the Effective Date at the rate of 1% per annum. These Claims will be paid in equal monthly installments of principal and interest commencing on the first day of the first month following the Effective Date and continuing on the first day of each month thereafter. Class 5 is impaired. The funds necessary to fund the Plan will come from the Debtor's normal operating revenue unless otherwise stated in this Disclosure Statement and exhibits, the Plan, the Settlement Stipulation or the Conditional Waver Agreement. Attorneys for the Debtor: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 A copy of the Second Amended Disclosure Statement dated Feb. 8, 2023, is available at https://bit.ly/3IdrO0e from PacerMonitor.com. About NB Hotels Dallas NB Hotels Dallas, LLC owns and operates the Le Meridien Hotel Dallas located at 13402 Noel Road, Dallas, Texas. NB Hotels Dallas sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 22-30681) on April 18, 2022, with $50 million to $100 million in both assets and liabilities. Nadir Badruddin, president of NB Hotels Dallas, signed the petition. Judge Scott W. Everett oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC is the Debtor's legal counsel. Wells Fargo Bank, National Association, trustee for Morgan Stanley Capital Trust 2019-22 for the benefit of the Commercial Mortgage Pass-Through Certificate Holder, as lender, is represented by Bruce J. Zabarauskas, Esq., at Holland & Knight LLP. On July 27, 2022, the Debtor filed its proposed Chapter 11 plan of reorganization and disclosure statement. NEP GROUP: $240M Bank Debt Trades at 18% Discount ------------------------------------------------- Participations in a syndicated loan under which NEP Group Inc is a borrower were trading in the secondary market around 81.9 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The $240 million facility is a Term loan that is scheduled to mature on October 19, 2026. The amount is fully drawn and outstanding. NEP Group Inc is a United States-based company. The Company provides broadcasting services. The Company is a supplier to broad spectrum of content across both sports and entertainment. The Company offers outside broadcast, studio production, audio, lighting and media management services. NEUROEM THERAPEUTICS: Owner Seeks Bankruptcy Protection in Florida ------------------------------------------------------------------ Lauren Coffey of Tampa Bay Business Journal reports that USF-patented medtech company, NeuroEM Therapeutics has filed for Chapter 11 bankruptcy. Gary Arendash, a longtime professor at the University of South Florida who left to pursue a startup, signed the bankruptcy papers for NeuroEM Therapeutics. Gary Arendash was a tenured professor at USF for 30 years. During that time, he researched an electromagnetic treatment for Alzheimer's and other neurodegenerative diseases. His research earned him two patents to USF. In 2013, he left the university and launched NeuroEM Therapeutics, a medical device company focused on stopping and reversing Alzheimer's disease through the technology he spent years researching at USF. His company used Arendash's own patents along with USF's patents to create the "MemorEM" device, which would administer the electromagnetic treatment to patients in at-home treatments. It is waiting on Food and Drug Administration approval. According to court documents filed in the U.S. Bankruptcy Court Middle District of Florida, Arendash felt he had to file for bankruptcy due to demands by convertible noteholders, or those who had given him previous funding. Arendash's legal team did not respond to a request for comment. "The noteholders gave the debtor an ultimatum: either agree to our demands, or we will place the debtor in an involuntary Chapter 7 bankruptcy," the court document states. According to the National Institutes of Health, NeuroEM received $1.5 million in seed funding and more than $4.2 million from the NIH and the National Institute of Aging. Court documents stated Arendash filed the bankruptcy partly to protect funding he received from the NIH. He will continue to own and operate the business as a "debtor in possession," according to court documents. He owns 68.45% of the company. "The debtor anticipates reaching a global resolution with the seed noteholders, which involves a controlled, feasible repayment of their claims," court documents stated. Arendash has roughly $2 million in unsecured claims, ranging from purchases, loans, credits and deficiencies. The company has a headquarters in Phoenix and clinical research facilities in Tampa. About NeuroEM Therapeutics NeuroEM Therapeutics is a Phoenix-based medical device company committed to developing, clinically testing, and marketing Transcranial Electromagnetic Treatment (TEMT) as an effective treatment for Alzheimer's Disease and other neurodegenerative diseases. NeuroEM Therapeutics sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00425) on Feb. 3, 2023. In the petition filed by Gary W. Arendash, as CEO, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. The Debtor is represented by: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: (813) 877-4669 Fax: (813) 877-5543 Email: All@tampaesq.com NEW CONSTELLIS: $150M Bank Debt Trades at 49% Discount ------------------------------------------------------ Participations in a syndicated loan under which New Constellis Borrower LLC is a borrower were trading in the secondary market around 51.1 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The $150 million facility is a Payment-in-Kind Term loan that is scheduled to mature on March 27, 2025. The amount is fully drawn and outstanding. Headquartered in Herndon, Virginia, New Constellis Borrower LLC is a provider of essential risk management services, such as security, training, and global support services to government and commercial clients throughout the world. NEWAGE INC: Feb. 24 Hearing on Disclosures and Plan --------------------------------------------------- Judge Laurie Selber Silverstein ordered that the hearing on final approval of the Disclosure Statement and confirmation of the Plan of Newage, Inc., et al. is adjourned on February 24, 2023 at 11:00 a.m. The deadlines for the Debtors to file: (i) the Debtors' brief in support of confirmation; (ii) any responses to confirmation objections; (iii) the plan voting declaration and balloting report (4:00 p.m.); and (iv) the proposed form of confirmation order, are extended to February 21, 2023. 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. NEWTON CONSTRUCTION: Court OKs Interim Cash Collateral Access ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized Newton Construction LLC to use cash collateral on a interim basis in accordance with the Amended Budget filed on February 1, 2023. As previously reported by the Troubled Company Reporter, the Debtor sought approval, nunc pro tunc to the Petition Date, to use the post-petition revenue to pay the ordinary course business expenses that were paid in the ordinary course pre-petition. Subchapter V was filed because Newton owed approximately $250,000 in unsecured debt which would have been due in 90 days. The six debts are high interest loans which were paid daily. Reorganization will allow debt to be serviced over extended period of time. Kalamata has a secured claim by virtue of its UCC-1 Security Interest. Kalamata's Counsel and the Debtor's Counsel have agreed that the $55,375 claim will be paid over three years at 5% interest. The monthly payment will be $1,648. A copy of the order is available at https://bit.ly/3KctcBu from PacerMonitor.com. A copy of the budget is available at https://bit.ly/3KcyIEg from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $37,563 for February 2023; $37,563 for March 2023; $40,063 for April 2023; $37,563 for May 2023; and $37,563 for June 2023. About Newton Construction LLC Newton Construction LLC is a general contractor in North Las Vegas, Nevada. Newton Construction filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-13186) on Sept. 3, 2022. In the petition filed by John Newton, the Debtor reported assets between $100,000 and $500,000 and liabilities between $500,000 and $1 million. Judge August B. Landis oversees the case. The Law Office of Corey B. Beck P.C. is the Debtor's counsel. NMI HOLDINGS: S&P Alters Outlook to Stable, Affirms 'BB' ICR ------------------------------------------------------------ On Feb. 16, 2023, S&P Global Ratings revised its outlook on NMI Holdings Inc. (NMI) and its core operating subsidiary, National Mortgage Insurance Corp., to stable from positive. S&P affirmed its 'BB' long-term issuer credit rating on the holding company and its 'BBB' long-term issuer credit and financial strength ratings on National Mortgage Insurance Corp. S&P said, "The outlook revision reflects our view that NMI's capital adequacy, while strengthened at the 'BBB' confidence level, has not yet reached parity with its higher rated peers. The substantial home price appreciation since the start of 2020, and the reduction in COVID-19-related mortgage delinquencies have helped reduce expected insured losses. However, the company's growing insurance in force (IIF) and thereby increasing capital requirements have outpaced the improvement in its capitalization. NMI's capital adequacy as of year-end 2021 was well redundant at the 'BBB' confidence level, while its peers' capital adequacy was redundant at the 'A' level. "Prospectively, we believe the U.S. economic and housing conditions would not be conducive, and capital requirements could increase. S&P Global Ratings economists expect the U.S. economy to fall into a shallow recession in the first half of 2023 and labor market conditions to weaken. We expect unemployment to rise and peak at 5.6% in fourth-quarter 2023, thereafter gradually declining to 4.7% by fourth-quarter 2025. As a result, we expect the mortgage delinquencies to rise. "We expect lower mortgage originations will pressure new insurance written (NIW); however, we expect IIF to grow due to higher persistency rates. We believe certain borrowers' characteristics could also rise, such as the debt-to-income ratio. NMI has relied heavily on softer capital in the form of reinsurance to support its growing portfolio, and it is vital to its capital and risk management strategies. We believe the economic uncertainty and rising cost of capital will keep reinsurance costs high, which could pressure earnings accruals and thereby capitalization." NMI has made significant strides in the past two to three years by solidifying its market presence in the oligopolistic U.S. mortgage insurance industry, growing its loan portfolio while maintaining underwriting prudence, and generating strong profitability. In 2022, similar to its peers, COVID-19-related reserve releases have outpaced new incurred losses, resulting in a negative 0.8% loss ratio. In addition, the company's growing premiums have optimized its fixed expenses, resulting in a substantial improvement in its expense ratio to 24.7% in 2022, from 32% in 2021 and 33.1% in 2020. Overall, the combined ratio in 2022 improved to 24.0%, from 34.8% in 2021 and 48.1% in 2020. The return on shareholders' equity (ROE) remained strong at 18.4%, improved from 15.7% in 2021. S&P said, "The mortgage delinquency rate as of year-end 2022 was 75 basis points, down from the peak of 360 basis points in the third quarter of 2020. NMI's underwriting risk portfolio remains high quality and better than its peers, which, in our view, can provide some downside protection in a stressed environment. This was evident during the pandemic in 2020, when NMI's reported delinquency ratio was nearly 200 basis points lower than its peers. "Under our base-case scenario, we believe economic headwinds could result in elevated insured losses, hence prospective underwriting results could be moderated. We expect NMI's combined ratio to be 45% to 50% in 2023-2024, while its return on equity reaches the high-single to low-double digits. "The stable outlook reflects our expectation that NMI will maintain underwriting prudence and sustain its capital adequacy at the 'BBB' confidence level. While we expect economic risk to persist and insured losses could be elevated, we expect them to be contained within its earnings." S&P could lower its ratings in the next 12 to 24 months if: -- Losses are higher than anticipated such that they become a capital event or operating performance is significantly worse than that of its peer group; -- Capitalization materially weakens at the 'BBB' level; or -- The company intends to manage its financial leverage above 40%. S&P could raise its ratings in the next 12 to 24 months if the U.S. economic and housing fundamentals are supportive and if: -- Risk-adjusted capitalization sustainably strengthens to a level in line with that of its peers; and -- It continues to demonstrate strong underwriting discipline and risk controls supporting sustainable risk-adjusted returns through the cycle that are in line with those of its peers. ESG Credit Indicators: E-2, S-2, G-2 NORMANDIE LOFTS: Has Deal on Cash Collateral Access --------------------------------------------------- Normandie Lofts Ktown, LLC asks the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, for authority to use cash collateral in accordance with its agreement with Impact Mortgage Opportunities Fund, L.P. The Debtor requires the use of cash collateral to assure continued business operations. Impact Mortgage is an assignee of Rose Community Capital, LLC. Based upon a Loan Agreement dated as of February 5, 2021, Rose made a loan to the Debtor in the original principal amount of $7.550 million to finance 50 affordable apartment units located at 167 Normandie Avenue, Los Angeles, California 90004 and known as "Normandie Lofts". As of the Petition Date, the Debtor was indebted to the Lender in the non-contingent liquidated amount of $8.350 million inclusive of principal, accrued and unpaid interest at the base and post-default rates set forth in the Loan Documents. As of the Petition Date, the Prepetition Obligations were secured by liens and security interests encumbering substantially all assets of the Debtor as set forth in the Loan Documents. The parties agreed that the Debtor may use cash collateral in accordance with the budget, with a 10% variance from the Petition Date through and including the earlier to occur of March 30, 2023, or a later period as may be agreed to in writing by the Lender. As adequate protection, the Lender will be granted valid, binding, and enforceable postpetition liens on and security interests in the Prepetition Collateral, all postpetition assets of the Debtor's estate of the same nature and/or type as the assets that comprise the Prepetition Collateral. As additional adequate protection, the Lender will be granted a postpetition claim against the Debtor's estate, which will be granted an allowed administrative expense of the Debtor's estate. A copy of the Debtor's motion and budget is available at https://bit.ly/3XCFUwI from PacerMonitor.com. The Debtor projects total operating expenses, on a weekly basis, as follows: $1,824 for Week 1; $1,824 for Week 2; $1,824 for Week 3; $1,824 for Week 4; and $1,824 for Week 5. About Normandie Lofts KTown Normandie Lofts KTown LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Normandie Lofts KTown LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10125) on Jan. 30, 2023. In the petition filed by Edward Lorin, as manager, the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. The case is overseen by the Honorable Bankruptcy Judge Martin R. Barash. The Debtor is represented by Leslie A Cohen, Esq., at Leslie Cohen Law PC. NORTHWEST SENIOR: No Resident Care Concerns, 5th PCO Report Says ---------------------------------------------------------------- Susan Goodman, the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Texas a fifth interim report regarding the quality of patient care provided at The Plaza Locations at Edgemere, a health care facility operated by Northwest Senior Housing Corp. The ombudsman's continued, regular engagement with site leadership and fifth site visit did not reveal any care quality concerns, according to the report. At the time of PCO's site visit, the Plaza census was similar to that reported in the Third Report. Two manager-level departures were reported—the manager of the memory assisted living unit and one of the marketing/community development team members. Both resignations were reported as operational and unrelated to the bankruptcy process. After PCO's site visit, Plaza leadership proactively reported that they received a litigation hold notice relative to care provided on the skilled unit in the post-petition period. Due to the potential notice issues associated with the post-petition timing of care delivery, PCO followed up with administrative leadership to emphasize the importance of making sure Debtor counsel was aware of the potential claim. Moreover, while patient/resident care details are not appropriate for this report, PCO engaged in a timely discussion with leadership and did not discern any difference in post-petition staffing, supplies, or equipment rental processes from those in place pre-petition. Further, the Debtor self-reported potential care concerns as required by regulation with that report being classified by the state as not requiring an onsite survey. PCO remains appreciative of the proactive and transparent communication with the Plaza's administrative, facility, and clinical leadership. Accordingly, PCO remains comfortable visiting the location every 60 days. On that schedule, PCO may visit the location one final time before sale confirmation, assuming the scheduled sale confirmation hearing does not change. A copy of the fifth interim ombudsman report is available for free at https://bit.ly/3K3Jpci from Kurtzman Carson Consultants, LLC, claims agent. The Ombudsman may be reached at: Susan N. Goodman, Esq. Pivot Health Law, LLC PO Box 69734 Oro Valley, AZ 85737 Tel: (520) 744-7061 Email: sgoodman@pivothealthaz.com About Northwest Senior Housing Corp. Northwest Senior Housing Corporation, doing business as Edgemere, is a Texas non-profit corporation and is exempt from federal income taxation as a charitable organization described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Northwest Senior Housing Corporation was formed for the purpose of developing, owning and operating a senior living community now known as Edgemere. Northwest Senior Housing Corporation and its affiliates sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 22-30659) on April 14, 2022. The petitions were signed by Nick Harshfield, treasurer.Â At the time of the filing, Northwest Senior Housing listed $100 million to $500 million in both assets and liabilities. Judge Michelle V. Larson oversees the cases. Polsinelli, PC and FTI Consulting Inc. serve as the Debtors' legal counsel and business advisor, respectively.Â Kurtzman Carson Consultants, LLC, is the Debtors' notice, claims and balloting agent and administrative advisor. The official committee of unsecured creditors tapped Foley & Lardner, LLP as legal counsel, and Ankura Consulting Group, LLC as financial advisor. Susan Goodman, Esq., at Pivot Health Law, LLC is the patient care ombudsman appointed in the Debtor's case. NS FOA: Seeks to Use SBA's Cash Collateral ------------------------------------------ NS FOA LLC asks the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, for authority to use the cash collateral of the U.S. Small Business Administration. The Debtor requires the use of cash collateral for the continued operation of its business in the ordinary course. The SBA alleges a first priority lien, and to provide adequate protection to the Lender. As of the Petition Date, the Debtor is indebted to the Lender in the total amount of approximately $150,000, pursuant to an Economic Injury Disaster Loan. The loan is secured by, inter alia, a Promissory Note, Security Agreement, and Loan Authorization and Agreement dated June 15, 2020, in which the Debtor granted the Lender a security interest in all its tangible and intangible personal property, including but not limited to its accounts, machinery and equipment, inventory of live shrimp, and intangibles. The Debtor is current on its payments to the Lender. To (i) adequately protect the Lender in connection with the Debtor's use of the cash collateral, and (ii) provide the Lender with additional adequate protection in respect to any decrease in the value of its interests in the Property and cash collateral resulting from the stay imposed under section 362 of the Bankruptcy Code, or the use of the Collateral by the Debtor, the Debtor would offer as adequate protection of the Lender's collective lien, a first priority post-petition lien on all cash generated by the Debtor post-petition. A copy of the motion is available at https://bit.ly/3Kh2Dey from PacerMonitor.com. About NS FOA LLC NS FOA LLC owns the largest covered shrimp farm in the United States, supplying fresh-frozen shrimp year round. The Company distributes products, including fresh-frozen ballyhoo (rigged and unrigged), bonita strips and more. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-11183) on February 14, 2023. In the petition signed by Congwei "Allan" Xu as managing member, the Debtor disclosed $1,180,942 in assets and $931,850 in liabilities. Aaron A. Wernick, Esq., at Wernick Law, PLLC, is the Debtor's legal counsel. NUMERICAL CONTROL: Wins Final OK on Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Kansas authorized Numerical Control Support, Inc. to use cash collateral on a final basis in accordance with the budget. The Debtor requires the use of cash collateral to continue its operations, acquire goods and services, and pay other necessary and ordinary business expenses. The Debtor is indebted to Core First Bank and Trust pursuant to a business loan agreement which assert security interests in and liens upon the Debtor's personal property including, without limitation, deposit accounts, inventory and accounts receivable. Further, the Creditor assert interests in cash including, without limitation, that such cash constitutes proceeds of the Collateral. The Debtor is indebted to Rolling Bridge Lender I, LLC, as successor to Rocket Fuel, LLC, pursuant to a Purchase Order Financing and Accounts Receivable Factoring Agreement dated as of August 7, 2019. Pursuant to the Financing Agreement, Rolling Bridge asserts security interests in and liens upon certain of the Debtor's personal property. The Debtor is directed to make these adequate protection payments: a. Core First Bank and Trust, a payment of $7,380 per month beginning December 2, 2022 and the 2nd of each month thereafter until further Court Order or Chapter 11 Plan Confirmation. b. Rolling Bridge, a payment of $1,600 per week beginning December 2, 2022, and each week thereafter until further Court Order or Chapter 11 Plan Confirmation, subject to the reservation of rights. The Debtor will provide Rolling Bridge with weekly reports that provides a list of the accounts receivables and receipts for the previous week. c. the U.S. Small Business Administration, a payment of $2,500 per month beginning December 2, 2022 and the 2nd of each month thereafter until further Court Order or Chapter 11 Plan Confirmation. Effective as of the Petition Date, each of Core First Bank and Trust, Rolling Bridge, and the U.S. Small Business Administration, are granted replacement security interests in, and liens on, all post Petition Date acquired property of the Debtor and the Debtor's bankruptcy estate that is the same type of property that each such Secured Creditor holds a pre-petition interest, or lien or security interest, to the extent of the validity and priority of such pre-petition interests, liens, or security interests. The Replacement Collateral granted will be treated as a substitution of collateral to the extent that any Secured Creditor's pre-petition collateral is extinguished. The amount of each of the Replacement Liens will be the amount of any diminution in the value of the Secured Creditors' collateral positions from the Petition Date until the effective date of any plan of reorganization confirmed by the Court or entry of the Order. The priority of the Replacement Liens will be in the same priority as the Secured Creditors' prepetition interests, liens and security interests in similar property. To the extent that the Replacement Liens and Replacement Collateral prove inadequate to protect the Secured Creditors from a demonstrated diminution in value of collateral positions from the Petition Date until the effective date of any plan of reorganization confirmed by the Court or entry of the Order, the Secured Creditors are granted an administrative expense claim. The Debtor will continue to maintain adequate and sufficient insurance on all its property and assets. A copy of the order is available at https://bit.ly/3Iti4it from PacerMonitor.com. About Numerical Control Support, Inc. Numerical Control Support, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 22-21075) on November 3, 2022. In the petition signed by Joshua Peterson, CEO/president, the Debtor disclosed $1,440,773 in assets and $3,097,661 in liabilities. Judge Robert D. Berger oversees the case. Colin Gotham, Esq., at Evans & Mullinix, P.A., is the Debtor's counsel. OUTPUT SERVICES: PennantPark Floating Marks $4.8 Loan at 25% Off ---------------------------------------------------------------- PennantPark Floating Rate Capital Ltd has marked its $4,880,000 loan extended to Output Services Group, Inc to market at $3,660,000 or 75% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in PennantPark Floating's Form 10-Q for the quarterly period ended December 31, 2022, filed with the Securities and Exchange Commission on February 8, 2023. PennantPark Floating is a participant in a First Lien Secured Debt to Output Services Group, Inc. The loan accrues interest at a rate of 11.3% per annum. The loan matures on June 27, 2026. PennantPark Floating was organized as a Maryland corporation in October 2010. PennantPark Floating is a closed-end, externally managed, non-diversified investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. On April 14, 2022, listing and trading of the Company's common stock commenced on the New York Stock Exchange after the Company voluntarily withdrew the principal listing of its common stock from the Nasdaq Stock Market LLC effective at market close on April 13, 2022. Output Services Group, Inc. offers printing services. PIEDMONT DRAGWAY: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------ Piedmont Dragway of NC LLC asks the U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, for authority to use cash collateral. The Debtor needs to use cash collateral to pay ordinary operating expenses. A review of the North Carolina Secretary of State's UCC filings reveals these financing statements, which might perfect a lien on cash collateral: a. File # 20170026066A recorded March 14, 2017, in favor of Bank of North Carolina, 3239 South Church Street, Burlington, NC 27215, with a continuation filed as file # 20210128555B; b. File # 20190040733M recorded April 18, 2019, in favor of CT Corporation System, as representative, 330 N Brand Blvd, Suite 700, Attn: SPRS, Glendale, CA 91203; and c. File # 20200082212M recorded June 18, 2020, in favor of U.S. Small Business Administration, 2 North Street, Suite 320, Birmingham, AL 35203. As adequate protection, the Debtor proposes to grant Secured Creditors a replacement lien on post-petition cash and inventory to the same extent, and with the same priority, as any pre-petition perfected lien. A copy of the motion is available at https://bit.ly/3Z12al4 from PacerMonitor.com. About Piedmont Dragway of NC LLC Piedmont Dragway of NC LLC is a dragway that hosts drag racing and dirt drag racing competitions and offers concessions. On January 12, 2023, WFO Racing, LLC merged with Piedmont. Piedmont is the surviving company after the merger. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-00422) on February 15, 2023. In the petition signed by Ron Senecal as member manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Joseph N. Callaway oversees the case. William P. Janvier, Esq., at Stevens Martin Vaughn & Tadych, PLLC, represents the Debtor as legal counsel. POWER STOP: $395M Bank Debt Trades at 29% Discount -------------------------------------------------- Participations in a syndicated loan under which Power Stop LLC is a borrower were trading in the secondary market around 71.4 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The $395 million facility is a Term loan that is scheduled to mature on January 26, 2029. The amount is fully drawn and outstanding. Power Stop LLC manufactures and distributes auto parts. The Company offers brake pads and calipers, rotor kits, sensors wires, and other braking systems for cars, trucks, SUVs, duty trucks and tows, and utility vehicles. PROPERTY HOLDERS: Seeks Cash Collateral Access ---------------------------------------------- Property Holders, Ltd. asks the U.S. Bankruptcy Court for the Northern District of Iowa for authority to use cash collateral on an interim basis. The Debtor has sold three residential properties upon which Greenstate Credit Union has mortgage and judgment liens. One of those sales has closed -- 1751 Higley AVE SE, Cedar Rapids, IA -- with all proceeds being paid to Greenstate for application on the mortgage and judgment liens to which that property was subject. A second -- 1548 7th AVE SE, Cedar Rapids, IA -- closed February 8, 2023, and third sales -- 2208 Mt. Vernon RD SE, Cedar Rapids, IA -- is scheduled to close on March 6, 2023. The two sales will produce net proceeds to the Debtor of approximately $47,630 and approximately $33,400, respectively. The Debtor notes that the motions requesting authority to sell the two properties previously filed and approved by Court order demonstrate that the sale proceeds will fully satisfy the applicable mortgages and foreclosure costs, including interest accruing to the date of sale, for each of the mortgages and judgments specifically applicable to those properties, and the net proceeds will remain subject to the judgment liens of the in personam judgments entered in each of the other foreclosure cases filed by Greenstate. The balances totaling approximately $81,100, will be deposited into the Debtor's cash collateral bank account for funds upon which Greenstate retains judgment liens following the sale. The funds are being maintained at Dupaco Community Credit Union. Also, the net proceeds of other property sales on which Greenstate has mortgage and judgment liens will be deposited into the cash collateral account until Greenstate's mortgage and judgment liens have been fully satisfied, including any post-filing fees and costs incurred by Greenstate and approved by the court. The Debtor wishes to use the cash collateral funds when they come available for general operating expenses, the necessary expenses to prepare the remaining residential properties on which Greenstate has mortgage liens for sale, and to pay professional fees as approved by the Court. The total amounts owed Greenstate deducted from the total value of the properties subject to Greenstate's mortgage and judgment liens leaves approximately $680,000 of equity in the properties free and clear of any other liens or interests. Even if 10% of that amount was set aside for accrual of interest and other costs chargeable pursuant to the original contracts between the Debtor and Greenstate, and the potential for sale prices to be slightly less than the values of the relevant properties, there remains net equity of approximately $612,000. The Debtor's properties on which Greenstate has mortgage and judgment liens which have been sold have sold at the values placed on those properties by th eDebtor in its Schedule A, or for no less than 95% of those values. About Property Holders Property Holders, LTD filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Iowa Case No. 22-00744) on Nov. 21, 2022. In the petition filed by Charles A. Davisson, its president, the Debtor reported $2,771,431 in assets and $2,861,618 in liabilities as of Sept. 30, 2022. The Debtor tapped Rush M. Shortley, Esq., as bankruptcy counsel and Tom Riley Law Firm, PLC as general civil counsel. PUERTO RICO: Fiscal Board Files $4.3 Bil. PREPA Reorganization Plan ------------------------------------------------------------------- The Financial Oversight and Management Board for Puerto Rico said on Feb. 9, 2023, that it filed an amended proposed Plan of Adjustment to restructure the debt of the Puerto Rico Electric Power Authority (PREPA), including a schedule to repay the reduced debt. The Plan proposes to cut PREPA's more than $10 billion of debt and other claims by almost half, to approximately $5.68 billion. The Plan would allow PREPA to end its bankruptcy and provide the financial stability necessary to invest in a modern, resilient, and reliable energy system essential for the Puerto Rico economy to grow. The substantially reduced debt would be paid by a hybrid charge consisting of a flat connection fee and a volumetric charge based on the amount of PREPA customers' electricity usage that would be added to the electricity bills. "This Plan would lower the potential burden on Puerto Rico residents and businesses more than any agreement the Oversight Board or the Government had reached with creditors in the past," said the Oversight Board’s Chairman David Skeel. "Every board member is keenly aware that this PREPA legacy charge is painful for Puerto Rico, its residents, and its business," Skeel said. "Customers are not to blame for PREPA's bankruptcy. That is why the Oversight Board continues to be mindful of the effect even greatly reduced debt payments would have on Puerto Rico's residents and households when negotiating a Plan that we believe the U.S. District Court should confirm. PREPA has not been required to pay its debt while it is in bankruptcy, but there is no legal way to erase PREPA's liabilities completely. PREPA needs to move on from this bankruptcy and return its focus to servicing Puerto Rico’s power needs." The estimated PREPA legacy charge for customers not currently benefiting from subsidized electricity rates would be, on average, about $19 a month. The PREPA legacy charge would exclude qualifying low-income residential customers from the connection fee and kWh charge for up to 500 kWh per month. "Almost half of PREPA's roughly 1.4 million residential customers would not pay any PREPA legacy charge if they consumed less than 500 kilowatt-hours of electricity per month," Skeel said. "Customers who reduce energy consumption would be less affected." For non-subsidized residential customers, the proposed PREPA legacy charge would be: * A flat $13 per month connection fee. * 0.75 cents per kilowatt-hour (kWh) for up to 500 kWh per month of electricity provided by PREPA, and 3 cents per kWh for electricity above 500 kWh per month. For commercial, industrial, and government customers, the PREPA legacy proposed charge would be: * A connection fee of between $16.25 for small business customers, $20 per month for smaller industrial companies, and $1,800 per month for large businesses proportional to their current rate. * Between 0.97 cents and 3 cents per kWh per month for electricity provided by PREPA. The proposed PREPA legacy charge is subject to approval by the Puerto Rico Energy Bureau (PREB), the independent energy regulator. PREB may not implement the PREPA legacy charge the way it is described in the Plan. PREPA's rates, however, must comply with its obligations on the reduced debt. The Oversight Board took many factors and data into consideration to determine the PREPA legacy charge, and carefully analyzed how much Puerto Rican households pay for their energy needs as a share of their income. The Oversight Board also considered the significant risks PREPA faces from volatile fuel costs, which make up the largest share of customers' bills, the increased needs for future investments in PREPA's grid and power generation, and the potential effect of customers switching to alternative sources of energy in the future. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States. The chief of state is the President of the United States of America. The head of government is an elected Governor. There are two legislative chambers: the House of Representatives, 51 seats, and the Senate, 27 seats. The governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the son of former governor Pedro Rossello. In 2016, the U.S. Congress passed PROMESA, which, among other things, created the Financial Oversight and Management Board and imposed an automatic stay on creditor lawsuits against the government, which expired May 1, 2017. The members of the oversight board are: (i) Andrew G. Biggs, (ii) Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J. Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii) David A. Skeel Jr. On May 3, 2017, the Commonwealth of Puerto Rico filed a petition for relief under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The case is pending in the United States District Court for the District of Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's PROMESA petition is available at http://bankrupt.com/misc/17-01578-00001.pdf On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation (COFINA) commenced a case under Title III of PROMESA (D.P.R. Case No. 17-01599). Joint administration has been sought for the Title III cases. On May 21, 2017, two more agencies -- Employees Retirement System of the Government of the Commonwealth of Puerto Rico and Puerto Rico Highways and Transportation Authority (Case Nos. 17-01685 and 17-01686) -- commenced Title III cases. U.S. Chief Justice John Roberts named U.S. District Judge Laura Taylor Swain to preside over the Title III cases. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq., at O'Neill & Borges LLC are onboard as attorneys. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at: https://cases.primeclerk.com/puertorico Jones Day is serving as counsel to certain ERS bondholders. Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General Obligation Bondholders. PUG LLC: $1.70B Bank Debt Trades at 20% Discount ------------------------------------------------ Participations in a syndicated loan under which Pug LLC is a borrower were trading in the secondary market around 80.1 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.70 billion facility is a Term loan that is scheduled to mature on February 13, 2027. About $1.65 billion of the loan is withdrawn and outstanding. PUG LLC provides an online marketplace for secondary tickets along with payment support, logistics, and customer service. It acquired the StubHub business of eBay Inc. REFRESH20 WATER: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------------- Refresh20 Water Systems, Inc. asks the U.S. Bankruptcy Court for the Middle District of Pennsylvania for authority to use cash collateral on an interim basis. The Pennsylvania Department of Revenue filed several liens against the Debtor between September 26, 2018 and September 27, 2022. The Revenue Department has a secured position on the Debtor's cash collateral. The Debtor has offered the Revenue Department monthly payments of $ 1,000 per month in return for continued use of cash collateral. The Pennsylvania Department of Labor & Industry filed a lien against the Debtor on September 13,2021. Labor & Industry has a secured position on the Debtor's cash collateral. The Debtor offered Labor & Industry monthly payments of $500 in return for continued use of cash collateral. Counsel for Labor & Industry has accepted the Debtor's offer as to cash collateral. The Expansion Capital Group has a secured position over items that are generally referred to a cash collateral by virtue of loan documents entitled "Future Receivables Sales Agreement" dated January 5, 2022 and a UCC-1 filed with the Department of State on June 2,2022. The Debtor has offered Expansion Capital monthly payments of $1,000 per month in return for continued use of cash collateral. A copy of the motion is available at https://bit.ly/3YWtP6A from PacerMonitor.com. About Refresh20 Water Systems, Inc. Refresh20 Water Systems, Inc. is in the business of in home water treatment sales, installation and service. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 1:23-bk-00327-HWV) on February 15, 2023. In the petition signed by Farley Lavonne Ferguson, president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Gary J. Imblum, Esq., at Imblum Law Offices PC, represents the Debtor as legal counsel. REMODEL 615: Court OKs Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Tennessee, Nashville Division, authorized Remodel 615, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, and its agreement with Fox Capital Group, Inc. The Debtor requires the use of cash collateral to fund normal business operations. The U.S. Small Business Administration; NEWCO Capital Group; IOU Central, Inc.; Fox Capital Group, Inc., Small Business Financial Solution, LLC d/b/a Rapid Finance are the only parties believed by the Debtors to assert a lien on Remodel 615's cash collateral. As adequate protection, the Secured Parties are granted a replacement security interest in the Debtor's post- petition property and proceeds thereof, to the same extent and priority as their purported security interest in the Debtor's pre-petition property and the proceeds thereof. Any replacement lien will be to the same extent and with the same validity and priority as the secured creditors' pre-petition liens, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. A copy of the order is available at https://bit.ly/4182Oif from PacerMonitor.com. About Remodel 615, LLC Remodel 615, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-00435) on February 6, 2023. In the petition signed by Robert Adam Baughman, sales and marketing director and co-owner, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Randal S. Mashburn oversees the case. Michael G. Abelow, Esq., at Sherrard Roe Voigt & Harbison, PLC, is the Debtor's legal counsel. RESEARCH NOW: PennantPark Floating Marks $17M Loan at 26% Off ------------------------------------------------------------- PennantPark Floating Rate Capital Ltd has marked its $17,097,000 loan extended to Research Now Group, Inc. and Dynata, LLC to market at $12,670,000 or 74% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in PennantPark Floating's Form 10-Q for the quarterly period ended December 31, 2022, filed with the Securities and Exchange Commission on February 8, 2023. PennantPark Floating is a participant in a First Lien Secured Debt to Research Now Group, Inc. and Dynata, LLC. The loan accrues interest at a rate of 8.84% per annum. The loan matures on December 20, 2024. PennantPark Floating was organized as a Maryland corporation in October 2010. PennantPark Floating is a closed-end, externally managed, non-diversified investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. On April 14, 2022, listing and trading of the Company's common stock commenced on the New York Stock Exchange after the Company voluntarily withdrew the principal listing of its common stock from the Nasdaq Stock Market LLC effective at market close on April 13, 2022. Research Now Group, Inc., based in Plano, TX, and Survey Sampling International, LLC, based in Shelton, CT, provide data collection services through online mobile, and offline surveys used by market research firms, consulting firms, and corporate customers. Dynata, LLC is a first-party data company, with a global reach of nearly 70 million consumers and business professionals. Research Now is the parent company of Dynata. RESEARCH NOW: PennantPark Marks $126,000 Loan at 26% Off -------------------------------------------------------- PennantPark Investment Corporation has marked its $126,000 loan extended to Research Now Group, Inc. and Dynata, LLC to market at $93,000 or 74% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in PennantPark Investment's Form 10-Q for the quarterly period ended December 31, 2022, filed with the Securities and Exchange Commission on February 8, 2023. PennantPark Investment is a participant in a First Lien Secured Debt to Research Now Group, Inc. and Dynata, LLC. The loan accrues interest at a rate of 8.84% (3M L+550) per annum. The loan matures on December 20, 2024. PennantPark Investment was organized as a Maryland corporation in January 2007. PennantPark Investment is a closed-end, externally managed, non-diversified investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. PenantPark invests primarily in U.S. middle-market companies in the form of first lien secured debt, second lien secured debt, subordinated debt and, to a lesser extent, equity investments. Research Now Group, Inc., based in Plano, TX, and Survey Sampling International, LLC, based in Shelton, CT, provide data collection services through online mobile, and offline surveys used by market research firms, consulting firms, and corporate customers. Dynata, LLC is a first-party data company, with a global reach of nearly 70 million consumers and business professionals. Research Now is the parent company of Dynata. RESIDENCES AT OVATION: Case Summary & Seven Unsecured Creditors --------------------------------------------------------------- Debtor: The Residences at Ovation, LLC 15th & Palm Drive Desert Hot Springs, CA 92240 Chapter 11 Petition Date: February 18, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-10602 Debtor's Counsel: Summer Shaw, Esq. SHAW & HANOVER, PC 44-901 Village Court, Suite B Palm Desert, CA 92260 Tel: (760) 610-0000 Fax: (760) 687-2800 Email: ss@shaw.law Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Cliff Sullivan as managing member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JQ7BZKI/The_Residences_at_Ovation_LLC__cacbke-23-10602__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Seven Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Adkan Engineers Business Debt $41,880 6879 Airport Drive Riverside, CA 92504 2. Alizabeth James Business Debt $102,400 30875 Avenida del Padre Cathedral City, CA 92234 3. D33 Design & Planning, Inc. Business Debt $70,070 18 Gossamer Place Ladera Ranch, CA 92694 4. Hernandez Environmental Business Debt $4,500 Services Attn: Officer, Director or Managing Agent 17037 Lakeshore Drive Lake Elsinore, CA 92530 5. RHA Landscape Business Debt $300 Architects-Planners Attn: Officer, Director or Managing Agent 6800 Indiana Avenue Suite 245 Riverside, CA 92508 6. Richard Brandau Business Debt $25,000 27 Butterfly Lane Levitton, PA 19054 7. Sladden Engineering Business Debt $2,000 450 Egan Avenue Beaumont, CA 92223 REVLON INC: Hearing on Exclusivity Extension Set for Feb. 21 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York is set to hold a hearing on Feb. 21 to consider the motion filed by Revlon, Inc. and its affiliates to extend the time they can keep exclusive control of their bankruptcy cases. The motion seeks to extend to May 9 the period during which the companies have the exclusive right to file a Chapter 11 plan and solicit votes on the plan. The companies need more time to obtain approval of the disclosure statement, solicit votes on the plan, and litigate or otherwise resolve the complaint filed by lenders under the 2016 term loan facility. In October last year, the term loan lenders filed a complaint in the bankruptcy court, challenging the companies' previous financing deals including their transaction with the so-called "BrandCo lenders." The term loan lenders asked the court to unwind the BrandCo deal, among other things. The same lenders opposed the companies' bid for another extension of the exclusive period, saying the companies did not use the initial extension to negotiate and formulate a plan in good faith but instead used it to conspire with the BrandCo lenders to propose a "patently unconfirmable plan." On Dec. 23 last year, the companies proposed a joint Chapter 11 plan of reorganization that will slash their total debt by $2.7 billion, reduce annual interest expense by $200 million, provide payments to unsecured creditors, and capitalize the reorganized companies with as much as $2.45 billion of new money debt and equity investments. About Revlon Inc. Revlon Inc. manufactures, markets and sells an extensive array of beauty and personal care products worldwide, including color cosmetics; fragrances; skin care; hair color, hair care and hair treatments; beauty tools; men's grooming products; antiperspirant deodorants; and other beauty care products. Today, Revlon's diversified portfolio of brands is sold in approximately 150 countries around the world in most retail distribution channels, including prestige, salon, mass, and online. Since its breakthrough launch of the first opaque nail enamel in 1932, Revlon has provided consumers with high-quality product innovation, performance and sophisticated glamour. In 2016, Revlon acquired the iconic Elizabeth Arden company and its portfolio of brands, including its leading designer, heritage and celebrity fragrances. Revlon is among the leading global beauty companies, with some of the world's most iconic and desired brands and product offerings in color cosmetics, skin care, hair color, hair care and fragrances under brands such as Revlon, Revlon Professional, Elizabeth Arden, Almay, Mitchum, CND, American Crew, Creme of Nature, Cutex, Juicy Couture, Elizabeth Taylor, Britney Spears, Curve, John Varvatos, Christina Aguilera and AllSaints. Revlon sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 22-10760) on June 15, 2022. Fifty affiliates, including Almay, Inc, Beautyge Brands USA, Inc., and Elizabeth Arden, Inc., also sought bankruptcy protection on June 15 and June 16, 2022. Revlon disclosed total assets of $2,328,093,000 against total liabilities of $3,689,240,395 as of April 30, 2022. The Hon. David S. Jones is the case judge. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; Mololamken, LLC as special litigation counsel; PJT Partners, LP as investment banker; KPMG, LLP as tax services provider; and Alvarez & Marsal North America, LLC as restructuring advisor. Robert M. Caruso and Matthew Kvarda of Alvarez & Marsal serve as the Debtors' chief restructuring officer and interim chief financial officer, respectively. Meanwhile, Kroll Restructuring Administration, LLC is the Debtors' claims agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on June 24, 2022. Brown Rudnick, LLP, Province, LLC and Houlihan Lokey Capital, Inc. serve as the committee's legal counsel, financial advisor and investment banker, respectively. On Dec. 23, 2022, the Debtors filed their joint Chapter 11 plan of reorganization and disclosure statement. RICHMOND HOSPITALITY: Shaughnessy Says Plan Patently Unconfirmable ------------------------------------------------------------------ Shaughnessy Capital LLC filed an objection to Richmond Hospitality LLC's motion to approve the adequacy of the Disclosure Statement explaining Richmond's Plan. Shaughnessy Capital asserts that the Debtor's Disclosure Statement should not be approved because it is a disclosure statement for a patently unconfirmable plan. The Debtor's Plan of Liquidation cannot be confirmed for at least the following reasons: (a) the Plan does not provide "adequate means for the plan's implementation" and is not feasible in that its only disclosed source of funding is the assignment of the Debtor's Ground Lease, but assuming anyone would pay something for whatever rights the Debtor may still have in the Ground Lease or the deteriorating partial improvements on the Premises (defined as the "Project"), any and all proceeds from the assignment of such rights constitute property in which Shaughnessy has a leasehold mortgage (the "Leasehold Mortgage") and must be paid to Shaughnessy; (b) under the Plan, the only source of payments to general unsecured creditors would be highly speculative litigation (the bringing of which would likely result in only the incurrence of legal fees and possibly sanctions against the Debtor) and the case law is clear that a plan based upon only speculative litigation is not feasible and/or in good faith; (c) the Plan is illusory in that it imposes no obligation on the Debtor or the Liquidating Trustee to pay any amounts to general unsecured creditors at any time—if ever—and thus does not specify any treatment of the creditors' claims; (d) the Plan fails to classify Shaughnessy's secured claim, classifying Shaughnessy's claim only as unsecured, thus implying that the Ground Lease and Project are worthless, and ignoring that Shaughnessy has a secured claim to the extent of any value therein; (e) the Plan fails to provide any treatment for Shaughnessy's secured or unsecured claim; (f) the Plan classifies Shaughnessy's general unsecured claim separately from the class of general unsecured claims in an improper attempt at gerrymandering the claims to disenfranchise Shaughnessy, effectively side-stepping the confirmation requirement that at least one impaired class of creditors vote to accept the plan; (g) the Plan violates the absolute priority rule by (i) providing for distributions to the equity holders before creditors are paid the present value of their claims as of the effective date of the Plan and (ii) appointing the Debtor's managing member as the Liquidating Trustee with the authority to completely control the liquidation of the Debtor's assets, together with payment of $150 an hour for his services, which are both property rights being given to such member on account of his equity interest; and (h) the Plan is not being proposed in good faith for many reasons, but it is patently in bad faith and forbidden by law in setting up a Liquidating Trust with one of the Debtor's managing members as the trustee, a fiduciary role that conflicts with that member's own pecuniary interests under the Plan to pursue litigation at the estate's expense and at all costs to hit the proverbial grand slam for equity. According to Shaughnessy Capital, even if the Debtor were able to amend its Plan to resolve all these issues, the Disclosure Statement should still not be approved because it fails to provide any disclosure on information that creditors would need in order to properly determine if they should vote to accept or reject the Plan, and much of the information in the Disclosure Statement is one-sided, misleading and/or erroneous, as explained below. Because the Debtor's principals have interests in clear conflict with the Debtor's creditors (i.e., the only chance they have to recover is to litigate to the nth degree using creditor money), the Disclosure Statement should be sent out only with language that more fairly, correctly and adequately presents information to creditors about the Plan and the alternatives to the Plan. Shaughnessy Capital tells the Court that the Debtor is attempting impermissibly to gerrymander the classes and thereby disenfranchise Shaughnessy. The Debtor's efforts to disenfranchise Shaughnessy are not limited to class gerrymandering. They began when the Debtor filed a frivolous objection to Shaughnessy's claim. As explained in Shaughnessy's opposition to the Debtor's claim objection, the bases for the claim objection were meritless, consisting of two irrelevant factual assertions, one being that the Landlord did not sign the Leasehold Mortgage (not required) and the other being that Shaughnessy's personal property financing statement lapsed (Debtor has no personal property). Consideration of any plan should be deferred until either the claim objection is denied, or the Court temporarily estimates the amount of the claim for voting purposes, Shaughnessy asserts. Attorneys for Shaughnessy Capital LLC: Stephen Vlock, Esq. VLOCK & ASSOCIATES, P.C. 630 Third Avenue, 18th Floor New York, NY 10017 Tel: (212) 557-0020 E-mail: svlock@vlocklaw.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. RIOME PLUMBING: Unsecureds Owed $333K to Get $10K in Plan --------------------------------------------------------- Riome Plumbing & Mechanical LLC submitted a Modified Chapter 11 Plan and a Second Modified Disclosure Statement on Feb. 14, 2023. The Debtor seeks to accomplish payments under the Reorganization Plan by distributing monies received by the debtor from capital contributions by the equity security holder. A Stipulation between the Debtor and the Internal Revenue Service was filed on January 23, 2023. A Stipulation between the Debtor and the State of New Jersey, Division of Taxation and the Department of Labor was filed with the Court on January 25, 2023. A Confirmation Hearing was held on January 26, 2023 at which time the Debtor was ordered to file a Modified Plan or an appropriate Motion concerning Balloting by February 14, 2023. Priority Tax Claims Internal Revenue Service had a total allowed amount of $249,580. The Debtor shall pay to the allowed priority tax claimants the allowed amount of said claims in equal quarterly installments plus allowed rate of interest on said priority claims to be fixed as of the date of confirmation with payments to begin on the 90th day after confirmation and each 90 days thereafter until the last payment, which shall be on June 13, 2027, when said priority claims shall be paid in full. State of NJ, Division of Taxation had a total allowed amount of $481.18. The Debtor shall pay to the allowed priority tax claimants the allowed amount of said claims in equal quarterly installments plus allowed rate of interest on said priority claims to be fixed as of the date of confirmation with payments to begin on the 90th day after confirmation and each 90 days thereafter until the last payment, which shall be on June 13, 2027, when said priority claims shall be paid in full. Class 1 consists of the claim of the State of NJ- Department of Labor. With respect to the secured proof of claim against the Debtor filed by the State of New Jersey, Department of Labor (claim number 1-1), the Debtor shall pay the allowed amount of said secured claim in full in equal quarterly installments commencing on the 90th day after confirmation plus the allowed amount of interest at 15% per annum on said secured claim and on each 90 days thereafter until the last payment which shall be on June 13, 2027. Class 2 consists of the claim of DSHC Enterprises LLC. The Debtor shall pay to the Class 2 claimant the sum of $17,931.87 on June 13, 2023 and each June 13 thereafter until June 13, 2027 when the Debtor will pay any remaining balance due plus such interest as may be allowed. Class 3 consists of the claim of WBL SPO II LLC. The Debtor shall pay to the Class 3 claimant the sum of $65,000 on the effective date of the Plan and shall pay $10,981 on the 90th day from the first payment and each 90 days thereafter until June 13, 2027, when the Debtor shall pay any remaining balance due plus such interest as may be allowed. Class 4 consists of the claim of the State of NJ- Division of Taxation. The Debtor shall pay the allowed amount in full of said secured claim in equal quarterly installments beginning on the 90th day after confirmation plus interest accruing at 6.25% per annum on said secured claim and on each 90 days thereafter until the last payment which shall be on June 13, 2027. Class 5 General unsecured claims total $333,063 which consists of Internal Revenue Service ($320,309) and State of NJ, Division of Taxation ($12,354). A one-time payment of $10,000 on the effective date of the plan to be paid on a pro rata basis to allowed general unsecured claims. The Plan will be funded from capital contributions made by Tyrone Pitts, the Equity Security Holder. Tyrone Pitts is the sole member of the Debtor. Tyrone Pitts is a 1988 graduate of the University of Pennsylvania-Wharton School. Tyrone Pitts was the captain of the University of Pennsylvania basketball team. Tyrone Pitts is an entrepreneur who has many and varied business interests. The initial funding of the Plan on the effective date is $115,000, $65,000 of which is to be paid to WBL SPO II, LLC, $10,000 for unsecured creditors, and the remaining balance to be used to pay administrative priority expenses as allowed by the Court. The funding for the $115,000 will come from Tyrone Pitts' business interests. Specifically, $210,000 is owed and scheduled to be paid prior to December 31, 2022 by Alexander Rhonda of SI Restoration, on account of construction work being done by 1100 State Street, LLC and Arline Construction, LLC on 724 Washington Street, Camden, NJ. A full-text copy of the Second Modified Disclosure Statement dated February 14, 2023 is available at https://bit.ly/3EgyOqM from PacerMonitor.com at no charge. Attorneys for the Debtor: David A. Kasen, Esq. KASEN & KASEN, P.C. Society Hill Office Park, Suite #3 1874 E. Marlton Pike Cherry Hill, NJ 08034 Tel: (856) 424-4144 Fax: (856) 424-7565 E-mail: dkasen@kasenlaw.com About Riome Plumbing Riome Plumbing & Mechanical LLC is Categorized under Plumbers and Plumbing Contractors. Riome Plumbing & Mechanical LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-14859) on June 14, 2022. In the petition filed by Tyrone Pitts, as managing member, the Debtor reports estimated assets and liabilities between $500,000 and $1 million. David A. Kasen, of Kasen & Kasen PC, is the Debtor's counsel. ROCKWOOD MUSIC: Files Subchapter V Case --------------------------------------- Rockwood Music Corporation filed for chapter 11 protection in the Middle District of Florida without stating a reason. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. According to court filings, Rockwood Music estimates between $1 million and $10 million in debt owed to 50 to 99 creditors. The bare-bones petition states that funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for March 15, 2023, at 2:00 PM at Office of UST. About Rockwood Music Corp. Rockwood Music Corporation filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10198) on February 10, 2022. In the petition filed by Kenneth Rockwood, as president, the Debtor reported assets and liabilities between $1 million and $10 million each. The case is overseen by Honorable Bankruptcy Judge David R. Jones. The Subchapter V trustee: Heidi J. Sorvino, Esq. White and Williams LLP 7 Times Square, Suite 2900 New York, New York 10036 Tel: (212) 631-4417 Fax: (212) 244-6200 E-mail: sorvinoh@whiteandwilliams.com The Debtor is represented by: J. Ted Donovan, Esq. Goldberg Weprin Finkel Goldstein LLP 196 Allen Street New York, NY 10002-1418 RYERSON HOLDING: Fitch Hikes LongTerm IDR to 'BB', Outlook Stable ----------------------------------------------------------------- Fitch Ratings has upgraded Ryerson Holding Corporation's (RYI) and Joseph T. Ryerson & Son, Inc.'s Long-Term Issuer Default Ratings (IDRs) to 'BB' from 'BB-'. Fitch has also upgraded the first lien senior secured asset-based lending (ABL) credit facility to 'BBB-'/'RR1' from 'BB+'/'RR1'. The Rating Outlook is Stable. The upgrades reflect Ryerson's significant debt repayment over the past year, retiring the remaining $300 million of the company's $500 million notes due 2028 and Fitch's expectations for EBITDA leverage will be sustained below 3.5x over the ratings horizon despite Fitch's expectation for economic weakness in 2023. The upgrade also reflects Fitch's expectation that Ryerson will generate positive FCF over the ratings horizon providing additional liquidity to further reduce debt by reducing outstanding ABL borrowings and/or support organic and inorganic growth. KEY RATING DRIVERS Improved Leverage Profile: During the first nine months of 2022, Ryerson redeemed the remaining $300 million outstanding of its $500 million senior secured notes due 2028. EBITDA leverage declined to around 0.9x as of Sept. 30, 2022 from around 6.6x at Dec. 31, 2020. Fitch expects EBITDA leverage to trend higher in 2023 driven by expectations for economic weakness, but to remain below 3.0x over the ratings horizon. RYI targets 0.5x-2.0x net leverage through the cycle, supporting Fitch's view the company will remain committed to maintaining low financial leverage. Fitch forecasts Ryerson will generate positive FCF, averaging around $140 million over the rating horizon, which provides further deleveraging capacity and liquidity to pursue organic and inorganic growth. Fitch expects RYI to allocate FCF to a combination of debt reduction and small, bolt-on acquisitions and for leverage to trend lower after 2023. Countercyclical Cash Generation: Ryerson has solid financial flexibility, supported by its ability to generate cash in periods of weakening demand or lower prices by managing working capital and liquidating inventory. Fitch expects both prices and shipments to decline significantly in 2023, given Fitch's expectations for economic weakness in addition to Fitch's view prices will continue to normalize following a high point in the cycle over the 2021-2022 time-frame. In this scenario, Fitch expects Ryerson to generate strong FCF through working capital management, which will benefit liquidity and be available for further debt repayment in the form of reduced outstanding ABL borrowings. The company's strong working capital management has been recently demonstrated in 2020 when Ryerson generated $245 million in FCF, driven almost entirely through working capital, in a period when shipments and prices declined roughly 16% and 9%, respectively. In addition, Fitch views the company's product, customer and end-market diversification as reducing cash flow volatility through the cycle. Balanced Capital Allocation: Fitch believes Ryerson will likely pivot capital allocation policies toward a balance of shareholder returns, bolt-on acquisitions and growth projects over the medium term following a period of significant debt reduction. Fitch views the company as having flexibility to shift capital allocation between these strategic priorities in addition to having the flexibility to continue to reduce debt in an uncertain economic market environment, supported by expectations for positive FCF over the forecast horizon. Significant Size and Scale: Ryerson is the second largest metals service center company in the U.S., distributing more than 75,000 metal products to approximately 40,000 customers in a broad range of industries. Fitch believes Ryerson's size and scale in a highly fragmented industry provides purchasing power and operating leverage, which drives a competitive advantage relative to peers. The highly fragmented nature of the industry also provides significant acquisition growth opportunities supporting Fitch's expectation Ryerson will continue to be a consolidator. Central Steel and Wire Company in 2018 was Ryerson's largest acquisition since 2005, supporting Fitch's view that a near-term sizable transaction is unlikely. Fitch believes Ryerson will continue to be an industry consolidator given its size and scale and the fragmented nature of the industry, yet remain selective in its approach and execute in a credit-conscious manner, focusing on companies that enhance its diversification with an emphasis on higher margin specialty products and value-added processing capabilities. Fitch expects small bolt-on acquisitions to remain a key part of RYI's growth strategy. Stable Margins: Gross margins are relatively stable, fluctuating between 17% and 20% over the last four years, through a period of significant steel and aluminum price volatility. Gross margins were higher than the historical range in 2021-2022, driven by the sharp run up in prices for a variety of products. However, Fitch expects prices and margins to moderate in the near-term, driven by the softening demand environment. Minimal Capex Requirements: Capital intensity has averaged around 1% of sales over the past four years, and Fitch estimates maintenance capex of approximately $30 million-$40 million. Fitch forecasts slightly higher capital intensity over the next few years, averaging less than 2.5% of sales, driven by modernization efforts and higher spending on value-added processing equipment. Fitch views the company's focus on increasing value-added processing capabilities as providing potential for further margin improvement. Stable margins and minimal capex requirements free up capital for debt reduction and acquisitive growth. DERIVATION SUMMARY Ryerson's operational profile compares similarly with metals service center company Reliance Steel & Aluminum Co. (BBB+/Stable) and chemical distributor Univar Solutions, Inc. (BB+/Positive). Ryerson, Reliance and Univar are similar in that they have leading market shares within their respective highly fragmented industries, similar underlying volumetric risk given their exposure to cyclical end markets and low annual capex requirements. Ryerson is considerably smaller than Reliance and Univar, but all three companies benefit from significant size, scale and diversification compared with their respective peers. Reliance and Univar have stronger leverage and coverage metrics and higher EBITDA margins compared with Ryerson, but Fitch expects Ryerson's strategy of increasing its value-added product mix to benefit margins. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer Include: - Organic volumes decline roughly 10% in 2023 followed by a modest recovery; - Prices decline significantly in 2023, roughly flat thereafter; - EBITDA margins decline to around 4.0%in 2023 and improve to around 5.0%-5.5% thereafter; - Capex of around $100 million annually slightly higher than historical spending, driven by investment in increasing levels of value-added processing equipment; - Excess cash allocated to a combination of modest debt reduction, dividends and share repurchases. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Increase in size and scale; - EBITDA margins sustained at or above 7%, driven by increasing levels of value-added processing; - EBITDA leverage sustained below 3.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA leverage sustained above 4.0x; - EBITDA margins sustained below 5%; - Sustained negative FCF. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: As of Sept. 30, 2022, Ryerson had cash and cash equivalents of approximately $51 million and $815 million available under its $1.3 billion asset-based lending (ABL) credit facility due 2027. The company also had $40 million of availability under its foreign credit lines. Ryerson must maintain a fixed charge coverage ratio of 1.0x when availability under the ABL credit facility is less than the greater of a) 10% of aggregate commitments and b) $60 million. ISSUER PROFILE Ryerson is the second largest metals service center in the U.S. with 93 facilities across North America and four facilities in China. The company carries a line of nearly 75,000 products including stainless steel, aluminum, carbon steel and alloy steels. 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 ----------- ------ -------- ----- Joseph T. Ryerson & Son, Inc. LT IDR BB Upgrade BB- senior secured LT BBB- Upgrade RR1 BB+ Ryerson Holding Corporation LT IDR BB Upgrade BB- SABRE CORP: S&P Cuts ICR to 'B-' on Prolonged Air Travel Recovery ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit and issue-level ratings on Global distribution system (GDS) provider Sabre Corp. to 'B-' from 'B'. The stable outlook reflects S&P's view that while Sabre's operating performance will continue to recover and the company will maintain sufficient liquidity for operating needs, credit measures will remain weak over the next 24 months. S&P said, "The downgrade to 'B-' reflects our view that Sabre's operating recovery and deleveraging will be longer than anticipated. We now expect credit metrics to remain weak for the next 24 months on slow business travel recovery volumes. Sabre's businesses primarily employ a transaction-based business model that makes it vulnerable to a reduction in travel volumes, particularly from higher-margin corporate and international travel, each of which comprised close to half of the company's pre-pandemic travel mix, but have declined the steepest and recovered the slowest since the pandemic began. As of the fourth quarter of 2022, distribution air bookings were less than 60% of pre-pandemic volumes, though a significant improvement over 2021 volumes. Weather and technology-related air travel disruptions during the holiday season partially impacted passenger volumes in the quarter. Despite these operational disruptions and the continued lagging recovery, Sabre finished the quarter with positive free cash flow, and the company expects to return to cash flow positive in 2023 and thereafter. "We expect ongoing momentum in travel volume recovery in 2023, resulting from pent-up demand as economies in Europe and Asia Pacific lift pandemic-related travel restrictions and airlines work to alleviate capacity constraints related to original equipment management (OEM) shipping delays and persistent labor shortages. We also expect further volume recovery to come from its partnerships with BCD Travel Corp., American Express Global Business Travel (Amex GBT), and Hopper Inc. to capture market share and further solidify its market position as the second largest GDC provider globally. Despite these positive trends, we believe business travel recovery will remain slow and do not expect Sabre's operating performance to substantially recover to pre-pandemic levels within the next 24 months, especially in the face of looming debt maturities in 2025 that will result in higher interest costs. As a result, S&P Global Ratings-adjusted credit metrics will remain weak with elevated leverage and weak EBITDA interest coverage and debt to free operating cash flow (FOCF), which is inconsistent with other 'B' rated peers, in our view." Sabre has sufficient near-term liquidity. As of Dec. 31, 2022, Sabre had about $816 million in cash to support its liquidity. Despite some one-time investments related to technology transformation, S&P expects the recovery in overall travel to help the company return to generating positive cash flow in 2023, which the company plans to use for debt reduction. Furthermore, the company expects to use just under $100 million in proceeds from the sale of its Air Center business to pay down debt in 2023. The company continues to opportunistically refinance its near-term debt obligations, having completed a series of transactions extending its 2024 maturities last year, though at very high interest rates. Sabre has almost $2 billion in debt maturing in 2025, and S&P expects that rising interest costs could erode cash flow if it is unable to refinance at favorable rates. Risks to a recovery in business travel and air traffic include heightened recessionary risk, inflationary pressures and the negative effects of escalating geopolitical tensions. S&P said, "We expect a shallow U.S. recession beginning in the first part of the year, as high prices and rising borrowing costs squeeze U.S. households. Global air passenger traffic has been relatively resilient in recessions preceding the COVID-19 pandemic. However, we believe demand for air travel could modestly decline as companies would likely scale back on nonessential business travel in a recessionary environment to cut costs. While our base-case forecast incorporates good revenue and EBITDA growth this year, performance will still be well below pre-pandemic levels and we believe our expectation of a shallow recession in 2023 could create risk to the company's deleveraging path depending on the length and severity of a recession." Furthermore, increasing geopolitical risk from the ongoing Russia-Ukraine conflict could result in higher fuel prices and higher expenses for air travel. So far, S&P views these risks as manageable, and the pent-up demand for travel should be enough to absorb the higher cost of travel along with broader inflationary trends. However, an escalation of tensions poses downside risks because it could dampen the demand for international travel. The stable outlook reflects S&P's view that while Sabre's operating performance will continue to recover and the company will maintain sufficient liquidity for operating needs, S&P expects the recovery to be longer than anticipated, resulting in weak credit measures over the next 18 to 24 months. S&P could lower its rating on Sabre within the next 12 months if: -- Its liquidity deteriorates through 2023 and business travel conditions do not improve to the extent necessary for it to cover its fixed charges; and -- It is unable to refinance its 2025 debt maturities at favorable interest rates, such that S&P believes the company's capital structure is unsustainable over the long term. S&P could raise its rating if Sabre increases its revenue and EBITDA on an improving level of business travel bookings such that we expect it to maintain S&P Global Ratings-adjusted leverage below 7x and consistently generate positive cash flow, with FOCF to debt approaching 5% within a 12-month timeframe. ESG credit indicators: E-2, S-4, G-2 S&P said, "Social factors are a negative consideration in our credit rating analysis of Sabre. It has faced significant health- and safety- related challenges stemming from the pandemic as travel declined significantly and the company took on incremental debt to finance a long period of cash burn. The recovery of airline ticket sales and revenues will depend not only on a return of leisure travel but also corporate and international travel, which are recovering at a slower pace. Sabre also faces travel disruptions related to information technology (IT)-related malfunctions and geopolitical tensions that can result in challenges that could hinder the air travel recovery." SCF LLC: Hearing on Exclusivity Extension Set for Feb. 23 --------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Tennessee is set to hold a hearing on Feb. 23 to consider the motion filed by SCF, LLC to extend the time it can keep exclusive control of its bankruptcy case. The motion seeks to extend the company's exclusivity period to file a Chapter 11 plan and solicit votes on the plan to April 24 and May 24, respectively. Originally, the company was due to file a plan on Jan. 23 and solicit acceptances on March 24. SCF is in the early stages of formulating a plan and requires additional time to explore financial strategies and alternatives, according to its attorney, Steven Douglass, Esq., at Harris Shelton Hanover Walsh, PLLC. About SCF LLC SCF, LLC provides integrated logistics and barge transportation services on the U.S. The company is based in Adamsville, Tenn. SCF sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 22-10809) on July 27, 2022. In the petition filed by its chief financial officer, Doug Blaylock, the Debtor listed $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Jimmy L. Croom oversees the case. Steven N. Douglass, Esq., at Harris Shelton Hanover & Walsh, PLLC is the Debtor's counsel. EmergeLaw, PLLC represents the official committee of unsecured creditors appointed in the Debtor's Chapter 11 case. SCHIERHOLZ AND ASSOCIATES: Gets OK to Hire Wadsworth as Counsel --------------------------------------------------------------- Schierholz and Associates, Inc. received approval from the U.S. Bankruptcy Court for the District of Colorado to employ Wadsworth Garber Warner Conrardy, PC to handle its Chapter 11 case. The firm will be paid at these rates: David V. Wadsworth $450 per hour Aaron A. Garber $450 per hour David J. Warner $375 per hour Aaron J. Conrardy $375 per hour Lindsay S. Riley $300 per hour Paralegals $125 per hour The firm received a retainer in the amount of $20,000, plus $1,738 for the filing fee from Phoenix Mortgage Co., a business owned by the Debtor's president and chief executive officer. David Warner, Esq., an attorney at Wadsworth, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David J. Warner, Esq. Wadsworth Garber Warner Conrardy, PC 2580 West Main Street, Suite 200 Littleton, CO 80120 Telephone: (303) 296-1999 Facsimile: (303) 296-7600 Email: dwarner@wgwc-law.com About Schierholz and Associates Schierholz and Associates, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 23-10183) on Jan. 18, 2013. Judge Thomas B. Mcnamara oversees the case. The Debtor tapped David J. Warner, Esq., at Wadsworth Garber Warner Conrardy, PC as legal counsel. SENECAL CONSTRUCTION: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------------------- Senecal Construction Co., Inc. asks the U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, for authority to use cash collateral and provide adequate protection. The Debtor needs to use cash collateral to pay ordinary operating expenses. A review of the North Carolina Secretary of State's UCC filings reveals the following financing statements which might perfect a lien on cash collateral: a. File # 20150117465C recorded December 15, 2015, in favor of Pinnacle Bank, PO Box 1148, Thomasville, NC 27361, with a continuation recorded as file # 20200083468E on June 22, 2020. b. File # 20190040733M recorded April 18, 2019, in favor of CT Corporation System, as representative, 330 N Brand Blvd, Suite 700, Attn: SPRS, Glendale, CA 91203. c. File # 20200081903G recorded June 18, 2020, in favor of U.S. Small Business Administration, 2 North Street, Suite 320, Birmingham, AL 35203. d. File # 20200148836F recorded September 24, 2020, in favor of Corporation Service Company, as representative, P.O. Box 2576, Springfield, IL 62708. As adequate protection, the Debtor proposes to give a replacement lien to secured creditors in exchange for cash collateral access. A copy of the motion is available at https://bit.ly/3XDcaQm from PacerMonitor.com. About Senecal Construction Co., Inc. Senecal Construction Co., Inc. provides complete management services for New Home Construction, Home Renovations & Additions, and Commercial Construction Projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-00421) on February 15, 2023. In the petition signed by Roland E. Senecal, Jr., president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Joseph N. Callaway oversees the case. William P. Janvier, Esq., at Stevens Martin Vaughn and Tadych, PLLC, represents the Debtor as legal counsel. SPECTACULAR SOLAR: Unsecureds Will Get 21% of Claims in Plan ------------------------------------------------------------ Spectacular Solar Corp., filed with the U.S. Bankruptcy Court for the District of New Jersey a Modified Small Business Plan of Reorganization dated February 14, 2023. The Debtor is a small business that operates solar installation business in New Jersey. Commercial installations account for at least 90% to 95% of its revenue with residential installations accounting for less than 10% of its revenue. The Debtor maintains its principal place of business at 50 Cragwood Road, Suite 101, South Plainfield, New Jersey. The Debtor's financial difficulties date back to April 2020 when the government mandated COVID lockdowns shut down the Debto's entire industry. Unfortunately, the cash flow problems caused the Debtor to fall behind on certain projects and despite trying to resolve many of these situations, the Debtor was met with multiple lawsuits. The cost of defending these lawsuits as the Debtor was attempting to get back to normal cash flow levels was too difficult for the Debtor to overcome, thus the Debtor needed to seek protection under Chapter 11 of the United States Bankruptcy Code. The Debtor's revenue declined precipitously after COVID. The Debtor has brought in new management and stabilized operations post-COVID. The fixes have included properly timing out payments on contracts, re-staffing the company and the Debtor now only works within the specifics of its contracts and does not add on any extras. Class 4 consists of General Unsecured Claims. The General Unsecured Claims total $4,421,515.71 of which $630,000.00 are PPP loans that Debtor believes will be forgiven. The Debtor will be objecting to a number of other claims. Based on the Cash Flow Analysis, this class of creditors will receive a total base dividend of $590,000.00 to be shared on a pro-rata basis. It is anticipated that distributions will begin to this class of creditors in the 1st year of the Plan after all Administrative Debts have been paid. Distributions shall be made quarterly thereafter to this class of creditors with the final payment being made in the 60th month of the Plan, estimated to be February 2028. It is Estimated that after adjustments for PPP forgiveness and resolution of claims objections that approximately 21% of claims in this class will be paid. Class 5 consists of Douglas Heck as the sole Preferred Stockholder. Mr. Heck will receive no distribution under the Plan, and will relinquish his Preferred Stock to the Debtor upon his replacement as CEO. Class 6 consists of Common Stockholders. Common Stockholders will receive no distribution under the Plan, other than to retain their common stock in the Debtor. The Debtor shall use the estimated funds on hand upon the Effective Date of the Plan to make the initial distributions for Administrative Expenses and the initial plan payment. Additionally, the Debtor shall use its disposable income, to make its monthly payments under the Plan. The Debtor's financial projections show that the Debtor will have an aggregate annual average cash flow over the five-year plan term, after paying operating expenses and post-confirmation taxes, of $182,065.20. The final Plan payment is expected to be paid in February 2028. A full-text copy of the Modified Plan dated February 14, 2023 is available at https://bit.ly/3k8qqTn from PacerMonitor.com at no charge. Debtor's Counsel: Marc C. Capone, Esq. GILLMAN, BRUTON & CAPONE, LLC 60 Highway 71, Unit 2 Spring Lake, NJ 07762 Tel: (732) 528-1166 Email: ecf@gbclawgroup.com About Spectacular Solar Corp. Spectacular Solar Corp., doing business as Blue Green Solar Inc., designs, engineers, installs and monitors solar energy systems for residential and business properties. Spectacular Solar Corp. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 22-18522) on Oct. 28, 2022. In the petition filed by Al Francesco, as CFO, the Debtor reported assets and liabilities between $1 million and $10 million. Holly Smith Miller has been appointed as Subchapter V trustee. The Debtor is represented by Marc C Capone of Gillman, Bruton & Capone, LLC. STIMWAVE TECHNOLOGIES: Court Approves Disclosure Statement ---------------------------------------------------------- Judge Karen B. Owens has entered an order approving the Disclosure Statement of Stimwave Technologies Incorporated, et al. The Plan confirmation hearing will be held on March 21, 2023 at 11:00 a.m. (prevailing Eastern Time); provided, however, that the Confirmation Hearing may be continued from time to time by this Court or the Debtors without further notice to creditors or other parties in interest, other than an announcement at or before the Confirmation Hearing or any adjourned Confirmation Hearing or the filing of a notice or a hearing agenda providing for the adjournment on the docket of the Chapter 11 Cases. The Plan Objection Deadline will be March 10, 2023 at 4:00 p.m. (prevailing Eastern Time), which deadline may be extended by the Debtors. The deadline for the Debtors and any other party supporting the Plan to file any pleading or declaration in support of, or in response to any objection to, confirmation of the Plan is 12:00 p.m. (prevailing Eastern Time) on March 17, 2023, or 12:00 p.m. (ET) two business days prior to the Confirmation Hearing, whichever is later. Holders of Claims and Interests in a Voting Class that, as of 14 days before the Voting Deadline, are subject to a pending objection or motion for estimation by the Debtors are not entitled to vote the disputed portion of their Claim or Interest, unless such Claim or Interest is temporarily allowed by this Court for voting purposes pursuant to Bankruptcy Rule 3018(a). If a Claim or Interest is subject to an objection filed by the Debtors on or before February 24, 2023, any Holder of such Claim or Interest wishing to file a motion under Bankruptcy Rule 3018(a) to temporarily allow a Claim or Interest for purposes of voting to accept or reject the Plan shall have until March 10, 2023 at 4:00 p.m. (ET) to file such a motion. The Debtors and other parties in interest shall have until March 17, 2023 at 10:00 a.m. (ET) to file objections to any motion filed pursuant to Bankruptcy Rule 3018(a). Holders of Claims in a Voting Class that dispute the amount of their Claim as it appears on their Ballot may contact the Claims and Balloting Agent prior to the Voting Deadline to request a replacement Ballot. Ballots for accepting or rejecting the Plan must be received by the Claims and Balloting Agent on or before 4:00 p.m. (prevailing Eastern Time) on March 10, 2023 to be counted. The deadline for the Debtors to file the Voting Report shall be March 17, 2022 at 12:00 p.m. (ET), or 12:00 p.m. (ET) two business days prior to the Confirmation Hearing, whichever is later. The Claims and Balloting Agent shall assist the Debtors in, among other things, (a) mailing the Confirmation Hearing Notice and Opt-In Release Form to Holders of Claims and Interests in the Non-Voting Classes (except Classes 4 and 7) and any other non-voting parties entitled to such notice, (b) mailing the Contract/Lease Notice (with the Opt-In Release Form) to contract/lease counterparties entitled to such notice, (c) mailing Solicitation Packages to Holders of Claims and Interests in the Voting Classes, (d) soliciting votes on the Plan, (e) receiving, tabulating, and reporting on (i) the Ballots cast for or against the Plan and (ii) any opt-in elections of Holders of Claims and Interests with respect to the releases in the Plan, (f) responding to inquiries from creditors and stakeholders relating to the Plan, the Disclosure Statement, Ballots, the Notices and matters related thereto, including, without limitation, the procedures and requirements for voting to accept or reject the Plan and Plan Objections, and (g) if necessary, contacting creditors regarding the Plan and their Ballots. The Debtors shall cause Solicitation Packages and Ballots to be transmitted to all Holders of Claims and Interests in Classes 3 and 5A. Classes 1, 2, and 4 are Unimpaired and the Holders of such Claims and Interests are conclusively presumed to accept the Plan pursuant to section 1126(f) of the Bankruptcy Code, and the Debtors are not required to solicit their vote with respect to such Claims and Interests. The Debtors shall not be obligated to deliver Solicitation Packages or Ballots to Holders of Claims or Interests in Classes 1, 2, and 4, but the Debtors shall send the Confirmation Hearing Notice to such Holders. Classes 5B, 5C, 5D, 5E, 5F, 5G, 6 and 7 are Impaired and the Holders of such Claims or Interests are conclusively deemed to reject the Plan pursuant to section 1126(g) of the Bankruptcy Code, and the Debtors are not required to solicit their vote with respect to such Claims or Interests. The Debtors shall not be obligated to deliver Solicitation Packages or Ballots to Holders of Claims or Interests in Classes 5B, 5C, 5D, 5E, 5F, 5G, 6 and 7, but the Debtors shall send the Confirmation Hearing Notice and Opt-In Release Form to Holders in Classes 5B, 5C, 5D, 5E, 5F, 5G, and 6. All Opt-In Release Forms shall be accompanied by pre-addressed, postage prepaid return envelopes addressed to the Claims and Balloting Agent. The Opt-In Release Form, substantially in the form attached hereto as Exhibit 2, is approved. About Stimwave Stimwave Technologies Incorporated and Stimwave LLC manufacture, distribute, and provide ongoing support for implantable, minimally invasive neurostimulators, which are used as a treatment for chronic intractable pain. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. LeaD Case No. 22-10541) on June 15, 2022. In the petition signed by Aure Bruneau, as manager, the Debtors disclosed up to $100 million in assets and up to $50 million in liabilities. Young Conaway Stargatt and Taylor, LLP and Gibson, Dunn and Crutcher LLP serve as the Debtors' legal counsel. The Debtors also tapped Honigman LLP and Jones Day as special counsel; Riverson RTS, LLC as financial advisor; and GLC Advisors and Co., LLC and GLCA Securities, LLC as investment bankers. Kroll Restructuring Administration is the Debtors' administrative advisor and notice, claims, solicitation and balloting agent. On July 6, 2022, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in these cases. Culhane Meadows, PLLC and Province, LLC serve as the committee's legal counsel and financial advisor, respectively. TAAT INTERNATIONAL: Case Summary & 12 Unsecured Creditors --------------------------------------------------------- Debtor: TAAT International LLC 823 Pilot Road, Suite A Las Vegas, NV 89118 Business Description: TAAT develops, manufactures, and distributes alternative products in categories such as tobacco and hemp. Chapter 11 Petition Date: February 17, 2023 Court: United States Bankruptcy Court District of Nevada Case No.: 23-10592 Judge: Hon. August B. Landis Debtor's Counsel: Ryan A. Andersen, Esq. ANDERSEN & BEEDE 3199 E Warm Springs Road Suite 400 Las Vegas, NV 89120 Tel: (702) 522-1992 Fax: (702) 825-2824 Email: ryan@aandblaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Joseph Deighan as authorized representative. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4HLIADI/TAAT_INTERNATIONAL_LLC__nvbke-23-10592__0001.0.pdf?mcid=tGE4TAMA TALOS ENERGY: Fitch Hikes LongTerm IDR to 'B', Outlook Stable ------------------------------------------------------------- Fitch Ratings has upgraded Talos Energy Inc.'s and Talos Production Inc.'s Long-Term Issuer Default Ratings (IDRs) to 'B' from 'B-'. The Rating Outlook is Stable. In addition, Fitch has upgraded Talos' first-lien revolver and the senior second-lien notes to 'BB/RR1' and 'B+/RR3', from 'BB-'/'RR1' and 'B'/'RR3' respectively. The upgrades follow Talos' completion of the EnVen Energy Corporation (EnVen) acquisition on Monday Feb. 13, 2023, and assumption of EnVen's senior unsecured notes by Talos, which rank pari passu with the existing Talos notes. Fitch has removed EnVen from Positive Watch and upgraded the Long-Term IDR to 'B' from 'B-'. The Rating Outlook is Stable. In addition, Fitch has upgraded the rating on Energy Ventures Gom LLC's first lien reserve-based lending credit facility (RBL) to 'BB'/'RR1' from 'BB-'/'RR1', and upgraded the senior unsecured notes to 'B+'/'RR3' from 'B-'/'RR4'. Fitch has subsequently withdrawn the EnVen RBL rating as the facility is cancelled as part of this acquisition. Talos' ratings reflect Talos' larger size following the EnVen acquisition, its higher margins, liquids-focused asset profile with proforma production expected in the low- to mid-80 thousand barrels of oil equivalent per day (mboepd) by 2024. The ratings also consider a mostly positive FCF profile over the forecast period, conservative balance sheet, attractive exploitation and exploration inventory, and adequate liquidity. This is offset by potentially significant environmental remediation costs relating to higher plugging and abandonment (P&A) costs and relatively higher operating costs. Fitch has withdrawn the issue-level rating on EnVen's secured revolver following its termination at the close of the acquisition. KEY RATING DRIVERS Credit Accretive EnVen Acquisition: Fitch believes Talos' recently completed acquisition of EnVen for $1.16 billion is credit accretive given approximately 75% will be funded through share issuance of 43.8 million of Talos shares to the EnVen shareholders, $215 million of cash, and the assumption of net debt (approximately $50 million). The acquisition increases production scale by 40% by 2024 to the low-to mid-80 mboepd, and is credit accretive, given the large equity component. In addition, the acquisition provides for $30 million of expected synergies, and adds assets contiguous to Talos' existing portfolio. Enhanced Gulf of Mexico Position: Proforma, Talos will materially expand the combined company's size and scale in the Gulf of Mexico with total net acreage of 947k (35% increase). Talos' focus in the offshore Gulf of Mexico results in an asset profile that is different from the typical shale-driven onshore exploration and production (E&P) issuer. Differences include relatively low asset acquisition costs, which may be offset by P&A obligations, lower decline rates and typically, higher oil-price realizations. Challenges associated with the business model include execution risk associated with new exploration projects, substantial capital requirements, longer spud to first oil times, materially higher environmental remediation costs, the need to post significant financial assurances to third parties to guarantee remediation work, as well as the tail risks from hurricane activity and potential oil spills. Improving Liquidity and Refinancing Risk: Fitch believes Talos has taken positive actions to improve its liquidity position prior to the closing of the EnVen acquisition with the revolver upsized from $1.1 billion to $1.5 billion with elected commitment increasing to $965 million from $806 million and the maturity extended from November 2024 to March 2027. The company has reduced borrowings under the credit facility by $315 million in 9M2022. The Talos and EnVen notes maturity is not until 2026. Fitch estimates Talos will be mostly FCF positive over the forecast horizon and expects excess cash to be used to reduce revolver borrowings post acquisition. Concerns over access to the capital markets remain as Talos bonds have a higher coupon and trade at higher yields compared to other energy issuers, which may limit future access. Capex Supports FCF Generation: Talos is expected to generate mostly positive FCF based on Fitch's price deck ($81/bbl - 2023; $62/bbl - 2024; $50/bbl - 2025). The relative low decline rate of its wells provides for enhanced capital efficiency that somewhat offsets the effects during a period of low oil prices and helps protect cash flow. The company's normalized unit economics coupled with lower capital-intensive projects, such as asset management, in-field drilling and exploitation, result in a cash flow profile that supports discretionary, exploratory capital, which may potentially transform the longer-term asset base in better commodity price environments. Following the integration of the EnVen acquisition, the capital program should support low, single-digit production growth in the outer years of the forecast, while maintaining longer-term exploration upside. Substantial Decommissioning Costs: Due to the company's focus on mature offshore assets and an active M&A strategy, Talos' environmental remediation costs for P&A are elevated compared with onshore peers. Asset retirement obligations (AROs) as of Sept. 30, 2022 totalled $453 million, which is expected to increase by approximately $350 million following the EnVen acquisition. However, EnVen has restricted cash of approximately $100 million held in escrow and P&A note receivable of $65.1 million for future P&A obligations. Fitch expects annual P&A costs of $80 million over the forecast horizon. Fitch believes there is potential for reduced outlays to the degree the company is able to extend the lives of fields through recompletions and workovers. Hedge Book Supports RBL repayment: Near-term FCF and RBL repayment is further supported by the company's hedge book. Talos is required to hedge approximately 50% of proved developed production on a rolling 12-month basis, and if consolidated debt to EBITDAX is greater than 1x, 50% hedged for the fifth and sixth quarter. Talos has approximately 60% of its oil hedged at $76 WTI for 2023 which steps down to approximately 15% hedged at $62 WTI for 2024. Fitch believes the hedge book provides meaningful downside protection and supports FCF generation in 2023 with repayment of the RBL expected by FYE 2023. Consistent hedging over the longer term should be positive to the credit profile, as it supports development funding and reduces cash flow risk. Sub-1.5x Mid-Cycle Leverage: Fitch's base case forecasts EBITDA leverage of 0.7x in 2023, which moderates toward 1.2x at Fitch's $50 mid-cycle WTI price assumption. Talos has achieved significant RBL repayment during 2022. While post-close debt is slightly higher, Fitch believes execution of RBL repayment will happen over the next six to twelve months. Talos's maturity profile remains clear until 2026, which provides the company flexibility and opportunities to either repay or refinance the maturities during optimal market conditions. Carbon Capture and Storage: Talos is creating a subsidiary to explore opportunities in Carbon Capture and Storage (CC&S) and use its expertise in conventional oil and gas geology, engineering and project delivery. The subsidiary would be deemed unrestricted and non-recourse to Talos debt. Management plans to fund the venture with project financing debt, although there may be some equity contributions from the parent. The venture does not benefit the restricted group's credit profile directly, but Fitch sees potential benefits in that it may assuage investor ESG concerns, provides a new growth prospect and adds diversification. DERIVATION SUMMARY Talos' positioning against the Fitch-rated offshore, independent E&P sector is mixed. Third quarter production was 53 mboepd, although Fitch believes current normalized production is in the low 60 mboepd excluding the impact of hurricanes. Pro forma the EnVen acquisition Talos' production size is expected to be in the mid-to-low 80 mboepd by 2024. This is similarly rated to onshore operators, such as Baytex Energy (B+/Stable) at 83.2mboepd or 84% liquids and Callon Petroleum (B/Stable) at 107.3 mboepd or 82% liquids. Talos has historically managed debt levels below 2.0 on a Leverage EBITDA basis and Fitch expects this to continue post the EnVen acquisition through the forecast horizon. Despite the low leverage levels, Fitch remains concerned regarding the potential challenging access to capital markets although there are no near term refinancings, and smaller scale relative to other E&P issuers. The company's offshore footprint exposes it to significantly higher remediation, or P&A costs, than onshore shale-based single 'B' peers. Operational risks are also higher, given potentially adverse effects of any oil spills or hurricane activity on a company of Talos' size. KEY ASSUMPTIONS Fitch's Key Assumptions Within The Rating Case for the Issuer: - WTI oil prices of $81/bbl in 2023, $62/bbl in 2024 and $50/bbl in the long term; - Henry Hub natural gas prices of $5.00 per thousand cubic feet (mcf) in 2023, $4.00/mcf in 2024 and $3.00/mcf in 2025; - Production increases in 2023 and 2024 with the completion of the EnVen acquisition and low single-digit increase thereafter; - No material additional M&A thereafter; - Capex including P&A of $800 million 2023, and $650 million throughout the forecast; - FCF allocated toward paydown of revolver. KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that Talos Energy, Inc. would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach Fitch assumed a bankruptcy scenario exit EBITDA of $375 million. This estimate considers a prolonged commodity price downturn ($32/WTI and $2.00/mcf gas lows in 2024, increasing to $42/bbl WTI and $2.25/mcf gas in 2025) causing liquidity constraints and inability to access capital markets to refinance debt. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which we base the enterprise valuation. An EV multiple of 3.75x is applied to the GC EBITDA to calculate a post-reorganization enterprise value versus the historical energy upstream sub-sector multiple of 2.8x-5.6x for recent E&P bankruptcies, and median EV/EBITDA multiples in observed offshore transactions in the 2.0x-4.0x range. The lower multiple also reflects the impact of Asset Retirement Obligations and Surety bonds. These assumptions lead to an EV of $1,406 million, greater than the liquidation valuation. Liquidation Approach The liquidation estimate reflects Fitch's view of the value of the company's E&P assets that can be realized in sale or liquidation processes conducted during a bankruptcy or insolvency proceeding and distributed to creditors. Fitch used historical transaction data for the GoM blocks on a $/bbl, $/1P, $/2P, $/acre and PDP PV-10 basis to attempt to determine a reasonable sale, based on Talos' recent M&A transactions, other recent offshore M&A transactions, and valuations from emerging, offshore bankruptcies of Fieldwood Energy, Stone Energy and Arena Energy. Fitch assumed a 25% advance rate on A/R given that in a pro-longed downturn, A/R would likely decrease. Fitch valued the oil & natural gas assets at $1,256 million. Waterfall Analysis Proforma the closing of the EnVen acquisition, Fitch assumed the $965 million revolving credit facility was drawn at 80% to account for downward borrowing base redeterminations as the company approaches a bankruptcy scenario. The senior secured revolver recovers at an 'RR1' level while the two second lien notes (Talos and EnVen) recovers at an 'RR3' level. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Increased size and scale evidenced by production approaching 100mboepd; - Reduction of the revolving credit facility through proceeds from FCF generation; - Demonstrated ability to manage P&A obligations and reduced AROs per flowing barrel or proved reserves; - Midcycle EBITDA Leverage maintained below 2.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Failure to integrate the EnVen acquisition or loss of operational momentum, evidenced by production trending below 65mboepd; - Inability to generate FCF and allocate capital that heightens liquidity and refinancing risk or access to the capital markets; - Unfavorable regulatory changes, such as increased bonding requirements, or accelerated P&A spending; - Implementation of a more aggressive growth strategy operating outside FCF; - Midcycle EBITDA Leverage above 3.0x on a sustained basis. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch does not see material near-term liquidity needs and believes the company's refinance risk is low. At 3Q22, Talos has $64.5 million of cash on hand and approximately $746.3 million of availability under the $806.3 million RBL facility. In the December 2022 borrowing base redetermination, the RBL facility borrowing base increased from $1.1 billion to $1.5 billion and the elected commitment increased from $806 million to $965 million. The maturity date was also extended from November 2024 to March 2027 upon closing of the EnVen acquisition. As of Sept, 30, 2022, there was $60 million outstanding on the credit facility, a reduction of $315 million in 9M2022. The $650 million second-lien notes and the $257.5 million second-lien notes do not mature until 2026. Fitch expects Talos will mainly generate positive FCF over the forecasted horizon and use proceeds to further reduce the outstanding amounts on the revolver following the EnVen acquisition. Management stated that capital budgets would be determined on the ability to generate FCF even in commodity price declines. The company's hedging program provides some protection, but an enhanced program would provide more support. ISSUER PROFILE Talos Energy Inc. is a publicly traded, technically driven independent exploration and production company with operations in the Unites States Gulf of Mexico (GoM) and offshore Mexico. The company's focus in the GoM is the exploration, acquisition, exploitation and development of deep and shallow water assets near existing infrastructure. ESG CONSIDERATIONS Talos Energy Inc. has an ESG Relevance Score of '4' for Waste & Hazardous Materials Management; Ecological Impacts due to the enterprise-wide solvency risks that an offshore oil spill poses for an E&P company. Talos Energy Inc. has an ESG Relevance Score of '4' for Energy Management that reflects the company's cost competitiveness and financial and operational flexibility due to scale, business mix, and diversification. These factors have a negative impact on the credit profile, and are relevant to the ratings in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- EnVen Finance Corporation LT IDR B Upgrade B- Talos Production Inc. LT IDR B Upgrade B- senior secured LT BB Upgrade RR1 BB- Senior Secured 2nd Lien LT B+ Upgrade RR3 B EnVen Energy Corporation LT IDR B Upgrade B- Talos Energy Inc. LT IDR B Upgrade B- Energy Ventures Gom LLC LT IDR B Upgrade B- senior secured LT WD Withdrawn RR1 BB senior secured LT BB Upgrade RR1 BB- Senior Secured 2nd Lien LT B+ Upgrade RR3 B- TAMPA HYDE PARK CAFE: Starts Subchapter V Proceeding ---------------------------------------------------- Tampa Hyde Park Cafe Properties LLC filed for chapter 11 protection in the Middle District of Florida without stating a reason. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. Citing personal as well as other business matters on the calendar of the Debtor's counsel, the Debtor, through counsel, has requested an extension until Feb. 23, 2023, of the Debtor to file the Debtor's Chapter 11 case management summary, its most recent balance sheet, statement of operations, cash−flow statement and/or Federal income tax return. According to court filings, Tampa Hyde Park Cafe Properties 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. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for March 2, 2023 at 1:00 p.m. in Room Telephonically on telephone conference line: 866-910-0293 (participant passcode: 7560574). About Tampa Hyde Park Cafe Properties Tampa Hyde Park Cafe Properties LLC is a limited liability company in Florida. Tampa Hyde Park Cafe Properties LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00448) on Feb. 7, 2023. In the petition filed by eter Peter Hannouche, as managing member, the Debtor reported assets between $500,000 and $1 million and liabilities between $1 million and $10 million. Ruediger Mueller has been appointed as Subchapter V trustee. The Debtor is represented by: W. Bart Meacham, Esq. W. BART MEACHAM, ATTORNEY AT LAW 308 E. Plymouth St. Tampa FL 33603 Tel: 813-223-6334 Email: wbartmeacham@yahoo.com TCN LIBERTY: Capital Contribution to Fund Plan Payments ------------------------------------------------------- TCN Liberty Management Inc. filed with the U.S. Bankruptcy Court for the Eastern District of New York a Plan of Reorganization and a Disclosure Statement on Feb. 14, 2023. The Debtor owns real property located at 676 Liberty Avenue, Brooklyn, NY 11208 (Lot 12, Block 3985, the "Property"). An inhabited structure is situated on the Property. The Property does not generate any income because the tenants refuse to pay their rent. The Debtor's business generally involves purchasing real property, satisfying mortgages and notes with respect to those properties, and developing the properties to obtain the projected future value. In order to provide the Court with evidence of the value of the Property, the Debtor obtained the Appraisal, which values the Property at $600,000. That amount is insufficient to repay the full amount owed to the Secured Creditor. The Debtor commenced its case in order to stay an imminent foreclosure sale and to restructure the debt on the Property. Class IV consists of the unsecured Tax Priority Claims of the Office of the Department of Treasury - Internal Revenue Service for the aggregate amount of $2,046. Allowed Class IV Claims shall be satisfied, at the Debtor's sole discretion, by paying Cash (a) in the usual course of the Debtor's business or (b) by regular installment payments: (i) of a total value, as of the effective date of the Plan, equal to the allowed amount of such claim; (ii) over a period ending not later than 5 years after the Petition Date; and (iii) in a manner not less favorable than the most favored non-priority unsecured claim provided for by the Plan. Class V consists of the unsecured Tax Priority Claims of the Office of the New York State Department of Taxation and Finance for the aggregate amount of $1,021. Allowed Class V Claims shall be satisfied, at the Debtor's sole discretion, by paying Cash (a) in the usual course of the Debtor's business or (b) by regular installment payments: (i) of a total value, as of the effective date of the plan, equal to the allowed amount of such claim; (ii) over a period ending not later than 5 years after the Petition Date; and (iii) in a manner not less favorable than the most favored non-priority unsecured claim provided for by the Plan. Class VI consists of the Unsecured Allowed Tax Priority Claims of the Office of the New York City Department of Finance for the aggregate amount of $6,266. Allowed Class VI Claims shall be satisfied, at the Debtor's sole discretion, by paying Cash (a) in the usual course of the Debtor's business or (b) by regular installment payments: (i) of a total value, as of the effective date of the plan, equal to the allowed amount of such claim; (ii) over a period ending not later than 5 years after the Petition Date; and (iii) in a manner not less favorable than the most favored non-priority unsecured claim provided for by the Plan. Class VII consists of the Unsecured Claims of Consolidated Edison Company of New York Inc. for the aggregate amount of $619. Allowed Class VII Claims shall be satisfied from the Plan Funds to the extent that there are sufficient Plan Funds remaining after (1) satisfying the Allowed Classes I–VI claims, and (2) dividing the remainder pro raita among the Allowed Classes VII– VIII Claims. Class VIII consists of the Unsecured Claims of DB and BNYH11 for the aggregate amount as shall be determined by the Bankruptcy Court. Allowed Class VIII Claims shall be satisfied from the Plan Funds to the extent that there are sufficient Plan Funds remaining after (1) satisfying the Allowed Classes I–VI claims, and (2) dividing the remainder pro raita among the Allowed Classes VII– VIII Claims. Class VIII Claimants shall retain all rights they have against all parties other than the Debtor on account of the underlying debt supporting their Claims. Class IX consists of the Interests in the Debtor held by Avraam Boruchov. Boruchov shall maintain his Interests in the Debtor. The funds necessary for implementation of the Plan (the "Plan Funds") will be provided for from the proceeds of the Sale Transaction and, in the event that Boruchov or one of his affiliates, divisions or subsidiaries, including the Debtor, ("Debtor-Purchaser") are the successful bidder at the Sale Transaction, from the Debtor-Purchaser (the "Plan Contribution"). The Debtor-Purchaser will provide the funds necessary to pay unclassified claims if the proceeds of the Sale Transaction are insufficient. The Plan Contribution will satisfy the new value exception to the absolute priority rule. The Plan Contribution shall be the cash necessary to satisfy Allowed Classes IV–VI Claims in full. A full-text copy of the Disclosure Statement dated February 14, 2023 is available at https://bit.ly/3S9B74B from PacerMonitor.com at no charge. Counsel for the Debtor: Leo Jacobs, Esq. Jacobs P.C. 450 Lexington Avenue, 4th Floor New York, NY 10017 Phone: (718) 772-8704 Email: Leo@jacobspc.com About TCN Liberty New York-based TCN Liberty Management, Inc., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41452) on June 22, 2022, listing up to $1 million in assets and up to $10 million in liabilities. Avraam Boruchov, chief executive officer, signed the petition. Judge Nancy Hershey Lord presides over the case. Leo Jacobs, Esq., at Jacobs P.C., is the Debtor's counsel. TECHNICAL ORDNANCE: Court OKs Interim Cash Collateral Access ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida, Fort Myers Division, authorized Technical Ordnance Solutions, LLC, Atomic Machine and EDM, Inc., and Energy Technical Systems, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtors require access to cash collateral to pay ordinary and necessary business expenses. As previously reported by the Troubled Company Reporter, 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. The Debtors are directed to maintain insurance coverage for its property in accordance with obligations under the loan and security documents with the Secured Creditors. A further hearing on the matter is set for March 22, 2023 at 10:30 a.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3XIJ6GW from PacerMonitor.com. The Debtor projects total uses, on a weekly basis, as follows: $117,958 for the week ending February 22, 2023; $73,001 for the week ending March 1, 2023; $161,234 for the week ending March 8, 2023; $161,234 for the week ending March 15, 2023; $117,958 for the week ending March 22, 2023; and $79,439 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. Judge Caryl E. Delano oversees the case. Mike Dal Lago, Esq., at Dal Lago Law, represents the Debtor as legal counsel. TESSEMAE'S LLC: Court OKs DIP Loan from Tesse Fund -------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, authorized Tessemae's LLC to use cash collateral and obtain post-petition secured financing, on a final basis, from TESSE FUND I, LLC. As previously reported by the Troubled Company Reporter, the Debtor was permitted to borrow up to $650,000 from Tesse Fund in accordance with the DIP Credit Agreement. The DIP loan is secured by security interests in and liens upon all of the Collateral pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code, priming only MCDJR-TESSE, LLC, and PMCDTESSE, LLC, as well as entities CE CID and LEC. The Debtor entered into a $1.25 million debtor-in-possession credit facility with MCDJR-TESSE and PMCDTESSE. The Tesse Fund is an entity affiliated with MCDJR and PMCD. The DIP Credit Facility will be used to fund necessary and ordinary course of business expenses, as well as expenses of the Chapter 11 case to the extent approved by the Court. The Debtor requires the use of cash collateral to operate its business in the ordinary course of its business without the financing. As adequate protection for the diminution in value of their interests in the Pre-Petition Collateral on account of the Debtor's use of such Pre-Petition Collateral, the imposition of the automatic stay and the subordination to the Carve Out Expenses, the Tesse Fund is granted pursuant to Sections 361 and 363 of the Bankruptcy Code, valid, binding, enforceable and perfected replacement liens upon and security interests in all Collateral to the extent of the Diminution Amount. The Replacement Lien will (i) be junior and subordinate only to the Carve-Out Expenses, the other Permitted Liens and Claims, and the liens and security interests granted to Tesse Fund in the Collateral securing the Post-Petition Obligations; and (ii) otherwise be senior to all other security interests in, liens on, or claims against any of the Collateral. The Tesse Fund is also granted as and to the extent provided by Section 507(b) of the Bankruptcy Code an allowed superpriority administrative expense claim in the case and any Successor Case. The Adequate Protection Superpriority Claim will be junior only to the Carve-Out Expenses and will otherwise have priority over all administrative expense claims and unsecured claims against the Debtor and its Estate now existing or hereafter arising, of any kind or nature whatsoever. The Debtor is authorized to make all payments to TESSE Fund as provided, permitted and/or required under the DIP Credit Agreement and the Final Order, which payments, subject to the terms therein, will not be avoidable or recoverable from TESSE Fund. A copy of the Final Order is available at https://bit.ly/3k02Rw5 from PacerMonitor.com. About Tessemae's LLC Tessemae's LLC is a flavor-forward food company that makes clean-label, organic salad dressing. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-10675) on February 1, 2023. In the petition signed by Demian Costa, chief strategy officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Nancy V. Alquist oversees the case. Gary H. Leibowitz, Esq., at Cole Schotz P.C., is the Debtor's legal counsel. DIP Lenders TESSE FUND I, LLC, MCDJR-TESSE, LLC and PMCDTESSE, LLC, are represented by Richard L. Costella, Esq., at Tydings & Rosenberg LLP. TEXAS CORE: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------ Texas Core Energy, LLC asks the U.S. Bankruptcy Court for the Northern District of Texas, Lubbock Division, for authority to use cash collateral on an emergency basis. The Debtor seeks interim use of cash collateral for a period of 30 days to avoid immediate and irreparable harm to its bankruptcy estate. The Debtor commenced operations under its tank and vessel division in 2020. The Debtor saw an increase in business during the beginning of its operations. The Debtor's Fabrication Facility needed improvements in order for the Debtor's tank and vessel division to grow. Because growth seemed imminent, the Debtor determined it would relocate and lease a facility which was already in the necessary condition for the Debtor to continue to operate. As the Debtor saw growth on the horizon, it increased its various lines of credit with Pioneer Bank and began to increase its purchasing. Unfortunately, the Debtor overextended itself in purchasing inventory and equipment. Likewise, the Debtor started to experience growing pains experienced by many companies and ran into difficulty in properly analyzing the costs and time needed to complete customer jobs. Pioneer Bank, FSB asserts a security interest in the accounts receivable, inventory, real estate, and other personal property of the Debtor to secure the repayment of five loans having an aggregate outstanding balance of an estimated $3.581 million. The cash collateral will be used to pay the normal day-to-day expenses of the Debtor's operations such as payroll, rent, utilities, purchase inventory, office expenditures, insurance, and sales taxes. As the Debtor finishes its customers' orders on the tank and vessel division or sells inventory on the sales and supply division, the Debtor receives its payment for these goods, services, or both. These funds make up what the Debtor shows as its accounts receivable. The Debtor projects that its collectible accounts receivable as of the filing of the petition was $497,390. As adequate protection, the Debtor suggests that to the extent replacement liens are necessary and appropriate to provide adequate protection that they be granted to Pioneer as the secured creditor in the same validity, nature, extent and priority postpetition as they existed pre-petition. A copy of the Debtor's motion and budget is available at https://bit.ly/3xum5gc from PacerMonitor.com. The Debtor projects total operating expenses, on a weekly basis, as follows: $24,035 for the week ending February 17, 2023; $24,035 for the week ending February 24, 2023; $24,035 for the week ending March 3, 2023; $24,035 for the week ending March 10, 2023; $24,035 for the week ending March 17, 2023; About Texas Core Energy, LLC Texas Core Energy, LLC is engaged in the design and fabrication of API Tanks and ASME Vessels. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-50021) on February 14, 2023. In the petition signed by Taha Habib, manager, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Brad W. Odell, Esq., at Mullin Hoard & Brown, LLP, represents the Debtor as legal counsel. TGPC PROPERTIES: Court OKs Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona authorized TGPC Properties, LLC to use cash collateral on a final basis in accordance with the budget. 4, LLC filed a proof of claim and asserts a secured claim in the cash collateral. The Debtor and 4, LLC believe the claim is in first position on any cash collateral. The Court said any creditor holding a valid and enforceable prepetition security interest in any pre-petition cash collateral, will have a post-petition replacement lien on the same type of post-petition assets acquired by the Debtor after the Petition Date, if any, and in the same validity, priority, and extent as such creditor possessed a lien on the cash collateral on the Petition Date, and will have all the rights and remedies of a secured creditor in connection with the replacement liens granted by the Order, except to the extent that the Bankruptcy Code may affect such rights and remedies. The Debtor is authorized to pay the budgeted monthly adequate protection payment to 4, LLC in the amount of $14,017 per month, beginning on February 1, 2023, in that it appears that 4, LLC is in first position on the cash collateral. A copy of the order is available at https://bit.ly/3XG821I from PacerMonitor.com. A copy of the budget is available at https://bit.ly/3k7xpvQ from PacerMonitor.com. The budget provides for total expenses, on a monthly basis, as follows: $17,717 for January 2023; $17,717 for February 2023; $17,717 for March 2023; $17,717 for April 2023; $17,717 for May 2023; and $17,717 for June 2023. About TGPC Properties TGPC Properties LLC is primarily engaged in renting and leasing real estate properties. TGPC Properties LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 22-08374) on Dec. 19, 2022. In the petition filed by Paul Johnson, as manager, the Debtor reported assets and liabilities between $1 million and $10 million each. Judge Madeleine C. Wanslee oversees the case. The Debtor is represented by D. Lamar Hawkins, Esq., at GUIDANT LAW, PLC, is the Debtor's legal counsel. THB CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: THB Construction LLC 4925 Lakewood Dr. Colleyville TX 76034 Business Description: The Debtor is part of the residential building construction industry. Chapter 11 Petition Date: February 17, 2023 Court: United States Bankruptcy Court Northern District of Texas Case No.: 23-40460 Judge: Hon. Edward L. Morris Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas TX 75202 Tel: (972) 503-4033 Email: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James M. Boney as designated corporate representative. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ELYKGYY/THB_Construction_LLC__txnbke-23-40460__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RTBDWPI/THB_Construction_LLC__txnbke-23-40460__0001.0.pdf?mcid=tGE4TAMA THOMPSON MILLWORK: Wins Cash Collateral Access Thru Feb 22 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of North Carolina, Durham Division, authorized Thompson Millwork, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to pay its operational needs. Atlantic Union Bank, formerly known as Xenith Bank, a Division of Union Bank & Trust of Richmond, Virginia, asserts a blanket lien against all of the Debtor's personal property. Atlantic Union Bank's security interest was perfected by the filing of a UCC-1 with the North Carolina Secretary of State on June 14, 2019, bearing file number 20190063715F. As of the Petition Date, the aggregate amount outstanding to Atlantic Union Bank on those loans as approximately $340,000. Ascentium Capital, LLC asserts a blanket lien against all of the Debtor's personal property. Ascentium's security interest was perfected by the filing of a UCC-1 with the North Carolina Secretary of State on December 24, 2019, bearing file number 20190135727J. As of the Petition Date, the aggregate amount outstanding to Ascentium on this loan is approximately $14,000. The U.S. Small Business Administration asserts a blanket lien against all of the Debtor's personal property, including its cash revenue and accounts receivable. The SBA's security interest was perfected by the filing of a UCC-1 with the North Carolina Secretary of State on June 3, 2020, bearing file number 20200069083A. As of the Petition Date, the aggregate amount owed to the SBA on this loan is approximately $498,000. Breakout Capital, LLC asserts a blanket lien against all of the Debtor's personal property, including its cash revenue and accounts receivable. Breakout's security interest was perfected by the filing of a UCC-1 with the North Carolina Secretary of State on September 28, 2021, bearing file number 20210131632B. As of the Petition Date, the aggregate amount owed to Breakout on this loan is approximately $350,000. Libertas Funding, LLC asserts a blanket lien against all of the Debtor's personal property. Libertas' security interest was perfected by the filing of a UCC-1 with the North Carolina Secretary of State on March 11, 2022, bearing file number 20220032696C. As of the Petition Date, the aggregate amount owed to Libertas on this loan is approximately $503,613. The Internal Revenue Service asserts a blanket lien against all of the of Debtor's personal property, including its cash revenue and accounts receivable, on account of a Notice of Federal Tax Lien filed on or about May 11, 2022, with the North Carolina Secretary of State in the amount of $331,699. As adequate protection, the Secured Parties are granted post-petition replacement liens in the Debtor's post-petition property of the same kind which secured the indebtedness of the Secured Parties pre-petition, with such liens having the same validity, priority, and enforceability as the Secured Parties had against the same kind of such collateral as of the Petition Date. As additional adequate protection, the Debtor will keep all of its property insured for no less than the amounts of the pre-petition insurance, and maintain all other required or customary insurance. The Debtor will timely pay all insurance premiums related to any and all of the collateral securing the claims of the Secured Parties. The Debtor's obligations are continuing in nature, will survive the term of the Order, and will remain in effect until the earliest of: a. The entry of a final order authorizing the use of cash collateral; b. The entry of a further interim order authorizing the use of cash collateral; c. February 22, 2023; d. The entry of an order denying or modifying the use of cash collateral; e. The effective date of any confirmed plan in the case; f. Conversion of the case to another chapter of the Bankruptcy Code or removal of the Debtor from possession; g. The entry of further orders of the Court regarding the subject matter hereof; h. Dismissal of the proceeding; or i. Occurrence of an event of default that is not timely cured. These events constitute an "Event of Default": a. The Debtor will fail to comply with any of the terms or conditions of the Order; b. The Debtor will use cash collateral other than as authorized in the Order; c. Cancellation or lapse of the Debtor's applicable insurance coverage; or d. Cessation of business operations by the Debtor. As further adequate protection, the Secured Parties are granted an allowed super-priority administrative expense claim pursuant to Sections 503(b) and 507(a)(2) of the Bankruptcy Code to the extent of any diminution in value of the respective Secured Party's interest in prepetition collateral caused solely by the use of cash collateral pursuant to the terms of the Order. A further hearing on the matter is set for February 22 at 9:30 a.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3k1Ggzg from PacerMonitor.com. The Debtor projects $162,737 in total accrued expenses for the period from February 7 to 22, 2023. About Thompson Millwork Thompson Millwork LLC is a turnkey commercial casework and specialty millwork provider based in Durham, North Carolina. Thompson Millwork LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 22-802102) on Oct. 26, 2022. In the petition filed by Matthew Thompson, as managing member, the Debtor reported assets and liabilities between $1 million and $10 million. Brian Richard Anderson has been appointed as Subchapter V trustee. Judge Benjamin A. Kahn oversees the case. The Debtor is represented by Philip Sasser, Esq., at Sasser Law Firm. TRICIDA INC: Gets OK to Hire Kurtzman as Administrative Advisor --------------------------------------------------------------- Tricida, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kurtzman Carson Consultants, LLC as its administrative advisor. The firm's services include: a. assisting with, among other things, the preparation of the Debtor's schedules of assets and liabilities, schedules of executory contracts and unexpired leases and statements of financial affairs; b. assisting with, among other things, solicitation, balloting, tabulation, and calculation of votes, as well as preparing any appropriate reports required in furtherance of confirmation of any Chapter 11 plan; c. generating an official ballot certification and testifying, if necessary, in support of the ballot tabulation results for any Chapter 11 plan in the Debtor's Chapter 11 case; d. generating, providing, and assisting with claim objections, exhibits, claim reconciliations, and related matters; and e. providing such other claim processing, noticing, solicitation, balloting, and administrative services, as may be requested by the Debtor from time to time. The Debtor paid the firm a retainer of $35,000. Robert Jordan, a senior managing director at Kurtzman, 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 Jordan Kurtzman Carson Consultants, LLC 222 N. Pacific Coast Highway, 3 rd Floor El Segundo, CA 90245 Tel: (310) 823-9000 About Tricida Inc. Tricida Inc. -- https://www.tricida.com/ -- is a pharmaceutical company working to turn the tide on metabolic acidosis and progression of chronic kidney disease. The company is based in South San Francisco, Calif. Tricida filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10024) on Jan. 12, 2023, It disclosed $93,879,000 in total assets against $229,977,000 in total debt as of Sept. 30, 2022. The Debtor tapped Sidley Austin, LLP and Young Conaway Stargatt & Taylor, LLP, as counsels; SerraConstellation Partners, LLC as financial advisor; and Stifel, Nicolaus & Company, Inc., and Miller Buckfire, LLC as investment bankers. Kurtzman Carson Consultants, LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Womble Bond Dickinson (US) LLP and Rock Creek Advisors, LLC serve as the committee's legal counsel and financial advisor, respectively. TRICIDA INC: Gets OK to Hire Sidley Austin as Legal Counsel ----------------------------------------------------------- Tricida, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Sidley Austin, LLP as its legal counsel. The firm's services include: (a) providing legal advice with respect to the Debtor's powers and duties in the liquidation and wind-up of the Debtor's business; (b) taking all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections, as necessary, to relief sought and claims filed against the Debtor's estate; (c) preparing legal papers; (d) advising the Debtor concerning, and preparing responses to, legal papers that may be filed by other parties; (e) attending meetings and negotiating with representatives of creditors and other parties in interest, attending court hearings, and advising the Debtor on the conduct of its Chapter 11 case; (f) advising, negotiating, and assisting with any sale or other disposition of the Debtor's assets; (g) preparing a Chapter 11 plan, disclosure statement and all related documents and taking actions to obtain confirmation of and implement such plan; (h) providing legal advice on matters relating to corporate governance; (i) providing legal advice with respect to litigation, tax, and other general legal issues; and (j) other necessary legal services. The firm will be paid at these rates: Geoffrey W. Levin $1,700 per hour Samuel A. Newman $1,500 per hour Chaim P. Theil $1,375 per hour Charles M. Persons $1,325 per hour Jeri Leigh Miller $1,230 per hour Cammie Teo $1,230 per hour Julia Philips Roth $1,125 per hour Michael Sabino $1,125 per hour Chelsea McManus $700 per hour Paraprofessionals $540 to $314 per hour In addition, the firm will be reimbursed for out-of-pocket expenses incurred. Prior to the petition date, the firm received $750,000 from the Debtor as a retainer. Subsequently, the Debtor paid the firm additional advance payment retainers totaling $2,726,915. Samuel Newman, Esq., a partner at Sidley Austin, 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, Sidley Austin 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 prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: The billing rates and material financial terms of Sidley Austin's pre-bankruptcy engagement by the Debtor are set forth in the application. Such billing rates are subject to periodic increases but other material financial terms have not changed postpetition compared to services provided to the Debtor prepetition. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Sidley Austin, in conjunction with the Debtor and its financial advisor, is developing a prospective budget and staffing plan for the period from Jan. 12 to April 14, 2023. The firm can be reached at: Samuel A. Newman, Esq. Sidley Austin, LLP 555 West Fifth Street Los Angeles, CA 90013 Tel: (213) 896-6000 Fax: (213) 896-6600 Email: sam.newman@sidley.com About Tricida Inc. Tricida Inc. -- https://www.tricida.com/ -- is a pharmaceutical company working to turn the tide on metabolic acidosis and progression of chronic kidney disease. The company is based in South San Francisco, Calif. Tricida filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10024) on Jan. 12, 2023, It disclosed $93,879,000 in total assets against $229,977,000 in total debt as of Sept. 30, 2022. The Debtor tapped Sidley Austin, LLP and Young Conaway Stargatt & Taylor, LLP, as counsels; SerraConstellation Partners, LLC as financial advisor; and Stifel, Nicolaus & Company, Inc., and Miller Buckfire, LLC as investment bankers. Kurtzman Carson Consultants, LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Womble Bond Dickinson (US) LLP and Rock Creek Advisors, LLC serve as the committee's legal counsel and financial advisor, respectively. TRICIDA INC: Gets OK to Hire Young Conaway Stargatt as Co-Counsel ----------------------------------------------------------------- Tricida, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP as co-counsel with Sidley Austin, LLP. The firm's services include: a. providing legal advice with respect to the Debtor's powers and duties in the management of its properties; b. preparing legal papers and appearing in court; and d. other legal services related to the Debtor's Chapter 11 case. The firm will be paid at these rates: Sean M. Beach $1,070 per hour Allison S. Mielke $685 per hour Andrew A. Mark $505 per hour Carol E. Cox $475 per hour Chad Corazza, Paralegal $355 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received retainers in the total amount of $201,717. Sean Beach, Esq., a partner at Young Conaway Stargatt & Taylor, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Sean M. Beach, Esq. Allison S. Mielke, Esq. Andrew A. Mark, Esq. Carol E. Cox, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: sbeach@ycst.com amielke@ycst.com amark@ycst.com ccox@ycst.com About Tricida Inc. Tricida Inc. -- https://www.tricida.com/ -- is a pharmaceutical company working to turn the tide on metabolic acidosis and progression of chronic kidney disease. The company is based in South San Francisco, Calif. Tricida filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10024) on Jan. 12, 2023, It disclosed $93,879,000 in total assets against $229,977,000 in total debt as of Sept. 30, 2022. The Debtor tapped Sidley Austin, LLP and Young Conaway Stargatt & Taylor, LLP, as counsels; SerraConstellation Partners, LLC as financial advisor; and Stifel, Nicolaus & Company, Inc., and Miller Buckfire, LLC as investment bankers. Kurtzman Carson Consultants, LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Womble Bond Dickinson (US) LLP and Rock Creek Advisors, LLC serve as the committee's legal counsel and financial advisor, respectively. TRICIDA INC: Taps Miller Buckfire & Co. as Investment Banker ------------------------------------------------------------ Tricida, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Miller Buckfire & Co., LLC and its affiliate Stifel, Nicolaus & Co., Inc. as investment banker. The firm's services include: a. familiarize itself with the business, operations, properties, financial condition and prospects of the Debtor and assist the Debtor in structuring and effecting the financial aspects of the transactions; b. Liability Management Services. (1) assist in developing a general strategy for accomplishing a liability management transaction; (2) assist in implementing a liability management transaction; (3) assist in evaluating and analyzing a liability management transaction; (4) assist in structuring any new securities to be issued pursuant to a liability management transaction; (5) participate or otherwise assist in negotiations with entities or groups affected by the liability management transaction; (6) participate in hearings; c. Sale Services. (1) assist with the sale; (2) identify and contact potential acquirers; (3) participate or otherwise assist in negotiations with acquirers; and (4) prepare and develop a sale memorandum. d. Financing Services. (1) assist in structuring and effecting a financing; (2) identify and contact potential investors; (3) participate or otherwise assist in negotiations with investors; and (4) consider with the Debtor the advisability of a financing offering memorandum and if advisable prepare and develop the such memorandum. The firm will be paid as follows: a. Monthly Fee: $100,000. b. Liability Management Transaction Fee: $2 million. c. Financing Fee: (1) 1.5 percent of the gross proceeds of any in-court financing or secured indebtedness financing; plus (2) 3 percent of the gross proceeds of any unsecured indebtedness financing; plus (3) 5 percent of the gross proceeds of any other financing, including equity and equity-linked securities and other obligations; d. Upon first receipt of aggregate consideration for each sale, equal to the greater of $2 million and 3 percent of aggregate consideration therefor. Alexander Rohan, a managing director at Miller Buckfire, disclosed in a court filing that the firm and its affiliate are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Alexander V. Rohan Miller Buckfire & Co., LLC 787 Seventh Avenue New York, NY 10019 Telephone: (212) 895-1800 Facsimile: (212) 895-1853 Email: alex.rohan@millerbuckfire.com About Tricida Inc. Tricida Inc. -- https://www.tricida.com/ -- is a pharmaceutical company working to turn the tide on metabolic acidosis and progression of chronic kidney disease. The company is based in South San Francisco, Calif. Tricida filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10024) on Jan. 12, 2023, It disclosed $93,879,000 in total assets against $229,977,000 in total debt as of Sept. 30, 2022. The Debtor tapped Sidley Austin, LLP and Young Conaway Stargatt & Taylor, LLP, as counsels; SerraConstellation Partners, LLC as financial advisor; and Stifel, Nicolaus & Company, Inc., and Miller Buckfire, LLC as investment bankers. Kurtzman Carson Consultants, LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Womble Bond Dickinson (US) LLP and Rock Creek Advisors, LLC serve as the committee's legal counsel and financial advisor, respectively. TRICIDA INC: Taps SierraConstellation as Financial Advisor ---------------------------------------------------------- Tricida, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to employ SierraConstellation Partners, LLC as its financial advisor. The Debtor requires a financial advisor to: -- obtain, review and summarize financial information necessary for the Chapter 11 bankruptcy filing; -- perform financial analyses, including cash flow planning, vendor analysis, and other analysis to support the Debtor's evaluation of strategic alternatives, including a merger and acquisition (M&A) or restructuring process; -- assist the Debtor in preparing and filing court-mandated reporting, such as schedules of assets and liabilities, statements of financial affairs and monthly operating reports; -- assist the Debtor with its communications, diligence requests and negotiations with outside parties including the Debtor's stakeholders, and potential acquirers of the Debtor's assets; -- assist with the sale of assets and the liquidation of the Debtor; -- work with the Debtor, its counsel and investment bankers to implement restructuring strategy; and -- assist in other areas, as needed. The firm will be paid at these rates: Partners $895 to $1,005 per hour Managing Director $640 to $720 per hour Senior Directors $580 to $640 per hour Directors $445 to $525 per hour Senior Associates $350 per hour Associates $275 per hour Lawrence Perkins, chief executive officer of SierraConstellation, 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: Lawrence Perkins SierraConstellation Partners, LLC 355 S Grand Ave. # 1450 Los Angeles, CA 90071 Tel: (213) 289-9060 Fax: 213 402 3548 Email: info@sierraconstellation.com About Tricida Inc. Tricida Inc. -- https://www.tricida.com/ -- is a pharmaceutical company working to turn the tide on metabolic acidosis and progression of chronic kidney disease. The company is based in South San Francisco, Calif. Tricida filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10024) on Jan. 12, 2023, It disclosed $93,879,000 in total assets against $229,977,000 in total debt as of Sept. 30, 2022. The Debtor tapped Sidley Austin, LLP and Young Conaway Stargatt & Taylor, LLP, as counsels; SerraConstellation Partners, LLC as financial advisor; and Stifel, Nicolaus & Company, Inc., and Miller Buckfire, LLC as investment bankers. Kurtzman Carson Consultants, LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Womble Bond Dickinson (US) LLP and Rock Creek Advisors, LLC serve as the committee's legal counsel and financial advisor, respectively. TRUGREEN LP: $275M Bank Debt Trades at 28% Discount --------------------------------------------------- Participations in a syndicated loan under which TruGreen LP is a borrower were trading in the secondary market around 72 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The $275 million facility is a Term loan that is scheduled to mature on November 2, 2028. The amount is fully drawn and outstanding. TruGreen Limited Partnership provides lawn care services. The Company offers healthy lawn analysis, fertilization, tree and shrub care, weed control, insect control, and other related services. TUESDAY MORNING: Feb. 22 Deadline Set for Panel Questionnaires -------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of Tuesday Morning Corporation. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://bit.ly/3IsmKVO and return by email it to Erin Schmidt -- erin.schmidt2@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Feb. 22, 2023. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Tuesday Morning Tuesday Morning Corporation is one of the original off-price retailers specializing in name-brand, high-quality products for the home, including upscale home textiles, home furnishings, housewares, gourmet food, toys and seasonal decor, at prices generally below those found in boutique, specialty and department stores, catalogs and on-line retailers. Based in Dallas, Texas, the Company opened its first store in 1974 and currently operates 487 stores in 40 states. On the Web: http://www.tuesdaymorning.com/ Tuesday Morning and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. ND Tex Lead Case No. 23-90001) on February 14, 2023. In the petition signed by Andrew T. Berger as chief executive officer, the Debtors disclosed up to $100 million to $500 million in assets and up to $100 million to $500 million in liabilities. Judge Edward L. Morris oversees the case. The Debtors tapped Munsch Hardt Kopf & Harr, P.C. as legal counsel, Piper Sandler as investment banker, Stretto, Inc. as claims and noticing agent. TURNER OAKWOOD: April 3 Plan Confirmation Hearing Set ----------------------------------------------------- Judge David M. Warren will convene a hearing on confirmation of the Plan of Turner Oakwood Properties, LLC, on Monday, April 3, 2023 at 12:30 PM in 300 Fayetteville Street, 3rd Floor Courtroom, Raleigh, NC 27601. March 27, 2023, is fixed as the last day for filing written acceptances or rejections of the Plan. March 27, 2023, is fixed as the last day for filing and serving written objections to confirmation of the Plan. On or before Feb. 24, 2023, the plan proponent must transmit the plan referred to above, this order, and official form 14 (ballot for accepting and rejecting the plan), to all creditors, equity security holders, Bankruptcy Administrator and other parties in interest as provided in Rule 3017(d), Federal Rules of Bankruptcy Procedure. The plan proponent must prepare and file a summary report on the votes, with a copy of each ballot attached, with the court by 5:00 pm one day prior to the confirmation hearing. About Turner Oakwood Turner Oakwood Properties, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-02049) on Sept. 12, 2022. In the petition signed by Augusta Bernadette Turner, manager, the Debtor disclosed up to $1 million in both assets and liabilities. Judge David M. Warren oversees the case. William Kroll, Esq., at Everett Gaskins Hancock LLP, is the Debtor's counsel. UBER TECHNOLOGIES: S&P Raises ICR to 'B+', Outlook Positive ----------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on San Francisco-based mobility, delivery, and freight platform provider Uber Technologies Inc. to 'B+' from 'B'. The outlook is positive. S&P said, "We also raised our senior secured issue-level rating one notch to 'BB-' and unsecured rating to 'B'. The '2' senior secured recovery ratings and '5' unsecured recovery ratings are unchanged. "The positive outlook reflects our view that we could raise the rating over the next 12 months if Uber performs in line with our forecast and stays on track to meeting its 2024 goals. "Uber has shown steady improvement in operating metrics, and we think it is on track to achieve its 2024 goals. Uber has reported six quarters of steadily improving EBITDA. We expect this trend to continue as it progresses toward its goal for $5 billion of EBITDA in 2024. This allowed the company to flip its $1.5 billion S&P Global Ratings-adjusted EBITDA loss in 2021 to a $1.2 billion gain in 2022 and neutralize its $2.3 billion adjusted cash flow deficit from 2021. We estimate quarterly annualized S&P Global Ratings-adjusted leverage of 6x for the fourth quarter. Mobility bookings continued recovering from the COVID-19 pandemic shock, exhibiting above trend year-over-year growth in the fourth quarter of 37% in constant currency. Mobility drivers and riders exceed pre-pandemic levels last quarter and mobility bookings have exceeded 2019 levels for the last three quarters. Constant currency delivery bookings moderated to the mid-teen percentages in 2022 following a tough COVID-19-induced comparable period in 2021. Both segments have steadily improved their EBITDA margins despite tight driver supply in early 2022 as driver and consumer subsidies have fallen. Delivery margin benefitted from network efficiency and moderating price competition as players prioritize profitability. We think expanding Uber One membership, increasing ad sales, and broadening platform offerings will be key drivers of EBITDA growth. "If the company achieves its 2024 goals, the rating will likely be multiple notches higher. During its investor day in February 2022, the company laid out a view for annual bookings growth in the 22%-25% range through 2024, management-defined EBITDA of $5 billion, and "significant free cash flow generation" which we have taken to mean something in the $3.5 billion-$4 billion area. In the absence of large acquisitions or large one-time costs, gross leverage would be about 3x and free operating cash flow (FOCF) to debt about 25% with prospects for further improvement beyond 2024. We could also take a more constructive view of the business, which would lead to a rating multiple notches higher, although not necessarily investment-grade. Even if the company were to fall modestly short of its goals, the rating would likely be higher. "Uber has said that, over time, it aims to optimize its capital structure to achieve investment-grade credit ratings. This is achievable beyond 2024 if the company reaches its 2024 goals, we have confidence in its competitive position and unit economics, we believe key markets have established a sustainable status quo on regulatory matters, and that the company's financial policy and balance sheet management commitments will yield credit metrics supportive of an investment-grade rating." Legal and regulatory risks could result in business model changes and higher consumer prices, although the risk is easing after California's Proposition 22 and the extension of its London license. Voter approval of Proposition 22, which guarantees drivers some benefits while not considering them company employees, would remove a significant regulatory overhang if the ruling that it is unconstitutional is reversed on appeal. S&P said, "We believe Uber has raised prices to cover new costs, but the trend toward increasing consumer adoption of ride-sharing will remain intact. We think the law will likely serve as a model for other jurisdictions that may consider restrictions on utilizing independent contractors, which may mitigate the risk of more severe outcomes. In the U.K., Uber is now classifying mobility drivers (but not delivery drivers) as workers, qualifying them for holiday time and pension. In addition, the London regulator granted a 30-month extension of Uber's license in March 2022, a sign that the relationship between them is improving." The positive outlook reflects S&P views that it could raise the rating over the next 12 months if Uber performs in line with our forecast and stays on track to meeting its 2024 goals for bookings, EBITDA, and cash flow. S&P could raise the rating on Uber if it can deliver gross leverage of about 5x and FOCF to debt above 5%. It can do so by performing in line with its base-case forecast while maintaining strong liquidity. This would likely be the result of: -- Double-digit percentage bookings growth, particularly in mobility as consumer ride-sharing behavior continues to normalize following the COVID-19 pandemic; -- Increasing margins on network efficiencies, falling incentives, easing delivery price competition, leverage on operating expenses, and increasing high-margin ad sales; -- A consistent or improving regulatory environment; and -- No large leveraging acquisitions or other events. S&P could revise the outlook to stable if leverage remains above 5x and FOCF to debt turns positive but remains below 5%. This would entail the company falling well short of its 2024 goals and could be the result of: -- Stagnating consumer engagement resulting from saturation in the mobility segment or unsustainable unit economics in delivery; -- Increasing competition that holds margins down; -- A deteriorating regulatory environment that might include a renewed push to classify drivers as employees; or -- A leveraging acquisition. ESG credit indicators: E-2, S-4, G-3 S&P said, "Social factors are a negative consideration in our credit rating analysis of Uber given its disruptive business model, particularly its impact on the taxi industry and drivers' employment status. We believe this has provoked legal and regulatory challenges, some of which could result in meaningful cash outflows or adjustments to its business model. But we think some regulatory pressure is easing. Voter approval of California's Proposition 22, which guarantees drivers some benefits while not considering them company employees, would remove a significant regulatory overhang if the law is upheld on appeal after a judge ruled it unconstitutional. We believe Uber has raised prices to cover new costs, but the trend of consumers adopting ride-sharing will remain intact. We think the new law will likely serve as a model for other jurisdictions that may consider restrictions on utilizing independent contractors, which may mitigate the risk of more severe outcomes in the U.S." In the U.K., Uber is now classifying mobility drivers as workers, qualifying them for holiday time and pension. The company paid $733 million in the fourth quarter of 2022 to settle value-added tax claims prior to a model change in March 2022. In addition, it received a 30-month extension of its license to operate in London in March 2022, which we think demonstrates an improving relationship with local regulators. S&P believes the regulatory situation in the U.K. has improved meaningfully compared to two or three years ago. S&P said, "Uber has a reserve for legal, regulatory, and non-income taxes that we estimate at $1.4 billion. Still, we don't believe any potential legal settlements will be large enough to affect our 'B+' rating. We think regulatory actions do not represent an existential threat to the company because it could adapt its business model." Finally, governance factors are a moderately negative consideration due to various setbacks, including the Delete Uber campaign from 2017; increased marketing spending that delayed its path to profitability before its IPO in 2019; various regulatory actions and fines in the U.K.; and the recent ruling that its successful California ballot measure regarding worker classification is unconstitutional, which the company and the California attorney general are appealing. Nevertheless, S&P acknowledges that management has improved its work environment and operating performance over the last several years, provides good visibility to key operating metrics, made itself accountable for ambitious but achievable goals consistent with the company's capabilities, and improved its relationship with regulators. S&P said, "We could revise our view on social factors once we gain more confidence that regulatory matters in key markets are mostly settled. We could revise our view on governance factors if the company can avoid large setbacks akin to those we outlined above." VANTAGE DRILLING: S&P Places 'CCC' ICR on CreditWatch Positive -------------------------------------------------------------- S&P Global Ratings placed all its ratings on Vantage Drilling International on CreditWatch with positive implications, including the 'CCC' issuer credit rating and 'CCC+' issue-level ratings, reflecting the likelihood of a one-notch upgrade following the redemption. The CreditWatch placement reflects the likelihood that S&P will raise its ratings on Vantage Drilling by one notch after the redemption. The proposed debt refinancing would extend the maturity profile from 2023 to 2028, as well as provide some excess cash proceeds, giving Vantage the opportunity to navigate an improving operating environment. The transaction includes a binding purchase agreement where the new noteholders agree to fund the $200 million new notes just prior to the redemption of the existing notes. S&P expects the existing notes to be fully redeemed at par on March 6, 2023. The CreditWatch positive placement reflects the likelihood that S&P will raise the ratings on Vantage by one notch when the redemption occurs, expected March 6, 2023, assuming the transaction is completed as proposed and there are no material changes to its assumptions. ESG Credit Indicators: E4, S3, G3 VECTRA CO: $140M Bank Debt Trades at 41% Discount ------------------------------------------------- Participations in a syndicated loan under which Vectra Co is a borrower were trading in the secondary market around 59.1 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The $140 million facility is a Term loan that is scheduled to mature on March 9, 2026. The amount is fully drawn and outstanding. Vectra Co. operates as a technology-driven diversified industrial company serving automotive systems, aerospace, industrial and renewable energy. VOYAGER DIGITAL: Michelle DiVita Seeks Ch. 11 Trustee Appointment ----------------------------------------------------------------- Michelle D. DiVita asks the U.S. Bankruptcy Court for the Southern District of New York to appoint a Chapter 11 trustee for Voyager Digital Holdings Inc. and its debtor-affiliates. Debtors have a history of financial statement inaccuracies and public misrepresentations that were known, or reasonably discoverable, at the beginning of the bankruptcy proceeding. Despite its pre-petition conduct, no party requested an appointment of an independent examiner. With a history of pre-petition misconduct and a failed attempt at a Chapter 11 plan under its belt, Debtors have the gall to propose a plan in substantially the same form as the failed transaction. Conveniently, the new plan contains the same broad-releasing releases without any additional consideration for its $100 million mishap (barring its previous $600 million+ uncollateralized lending snafu). Even though the failed plan gave a state agency enough time to find the basis for 3 claims for securities fraud totaling $40 billion each, the Official Committee of Unsecured Creditors Committee continues to support the plan, along with expansive releases, in exchange for first dibs at any litigation arising from the Wind Down Trust. Yet creditors seem to be the only ones not benefitting, as they are stuck with dollarized claims bearing the brunt of the market downside and capped on the upside. The people already harmed by Debtors stand to receive less cryptocurrency from an equally-risky counterparty and no benefit of additional investigative findings or additional consideration under the current plan. Customers must somehow trust Debtors to mitigate counterparty and regulatory risk of the Binance transaction─ a task in which Debtors have repeatedly failed ─in order to effectuate a plan risky enough to warrant a toggle transaction as a safeguard. As such, interests of unsecured creditors have been continuously and expeditiously eroded under Debtors continued management and a trustee is the most cost-efficient way to bring this case to an equitable end. A copy of the motion is available for free at https://bit.ly/3XnUDvd from Stretto, the claims agent. 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. WALKER EDISON: PennantPark Floating Marks $12.6M Loan at 49% Off ---------------------------------------------------------------- PennantPark Floating Rate Capital Ltd has marked its $12,684,000 loan extended to Walker Edison Furniture Company LLC to market at $6,410,000 or 51% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in PennantPark Floating's Form 10-Q for the quarterly period ended December 31, 2022, filed with the Securities and Exchange Commission on February 8, 2023. PennantPark Floating is a participant in a First Lien Secured Debt to Walker Edison Furniture Company LLC.The loan matures on March 31, 2027. PennantPark Floating has classified the loan as "Non-income producing". PennantPark Floating was organized as a Maryland corporation in October 2010. PennantPark Floating is a closed-end, externally managed, non-diversified investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. On April 14, 2022, listing and trading of the Company's common stock commenced on the New York Stock Exchange after the Company voluntarily withdrew the principal listing of its common stock from the Nasdaq Stock Market LLC effective at market close on April 13, 2022. Walker Edison Furniture Company LLC sells furniture online. The Company offers coffee desks, side tables, bunk and metal beds, home decor, seating, and other related products. WALKER EDISON: PennantPark Investment Marks $25M Loan at 49% Off ---------------------------------------------------------------- PennantPark Investment Corporation has marked its $25,369,000 loan extended to Walker Edison Furniture Company LLC to market at $12,821,000 or 51% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in PennantPark Investment's Form 10-Q for the quarterly period ended December 31, 2022, filed with the Securities and Exchange Commission on February 8, 2023. PennantPark Investment is a participant in a First Lien Secured Debt to Walker Edison Furniture Company LLC. The loan matures on March 31, 2027. PennantPark Investment has classified the loan as "Non-income producing". PennantPark Investment was organized as a Maryland corporation in January 2007. PennantPark Investment is a closed-end, externally managed, non-diversified investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. PenantPark invests primarily in U.S. middle-market companies in the form of first lien secured debt, second lien secured debt, subordinated debt and, to a lesser extent, equity investments. Walker Edison Furniture Company LLC sells furniture online. The Company offers coffee desks, side tables, bunk and metal beds, home decor, seating, and other related products. WILLIAM HOLDINGS: Court OKs Deal on Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Howard M. Ehrenberg, the Chapter 11 Trustee of William Holdings, LLC, to use cash collateral on an interim basis in accordance with his agreement with Axos Bank. As previously reported by the Troubled Company Reporter, Axos asserts a first priority security interest in the property located at Ben Avenue, Los Angeles, California and the rents generated by it. Axos consents to the Trustee's use of the rents generated from the Ben Property through May 31, 2023, or until the Property is sold by the Trustee's sale, whichever occurs first, for the payment of ordinary and necessary expenses as set forth in the budget. In addition to the expenses set forth in the Budget, for each of the Properties, the parties agreed that the Trustee may use cash collateral to pay management expenses relating to that property, equal to 8% of the gross total of income actually received from rent, laundry, and parking generated by that property during the prior month. Notwithstanding the amount set forth in the loan documents and without prejudice to Axos' rights to later demand the exact amount due, to the extent the Trustee possesses rents from the Ben Property that allow the payments to be made, the Trustee will make fixed monthly payments of $9,356 to Axos, on or before the 10th of each month, commencing on February 10, 2023. A copy of the order is available at https://bit.ly/3Ixf5Wf from PacerMonitor.com. About William Holdings LLC William Holdings LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14708) on August 29, 3033. In the petition filed by Kameron Segal, as CEO, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. Judge Deborah J. Saltzman oversees the case. The Debtor is represented by the Law Offices of Michael Jay Berger. WINDOW SELECT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Window Select LLC N56W13595 Silver Spring Dr. Menomonee Falls, WI 53051 Business Description: Window Select is a local Wisconsin-based home improvement company that provides homeowners with windows, siding, and doors. Chapter 11 Petition Date: February 17, 2023 Court: United States Bankruptcy Court Eastern District of Wisconsin Case No.: 23-20646 Judge: Hon. G. Michael Halfenger Debtor's Counsel: Jerome R. Kerkman, Esq. KERKMAN & DUNN 829 N. Jefferson St., Ste. 400 Milwaukee, WI 53202-3744 Tel: 414-277-8200 Email: jkerkman@kerkmandunn.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Andrew Parsons as chief executive officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DKG7LMQ/Window_Select_LLC__wiebke-23-20646__0005.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CRFR3FQ/Window_Select_LLC__wiebke-23-20646__0001.0.pdf?mcid=tGE4TAMA WPI WATER RESOURCES: Starts Subchapter V Bankruptcy Process ----------------------------------------------------------- WPI Water Resources Inc. filed for chapter 11 protection in the Eastern District of California. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. WPI Water Resources owns and operates a water well drilling and repair business in Tulare County, California, and has 15 employees. The business generated income of $2,606,686 in 2021, $1,690,170 in 2022 and $36,979 from Jan. 1, 2023 through Feb. 7, 2023. The company has been operating its business since July 2011. The Debtor disclosed $569,788 in assets against $2,493,161 in liabilities in its schedules. According to court filings, WPI Water Resources estimates total liabilities as of Feb. 6, 2023 amounting to $1,186,605. The petition states that funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for March 16, 2023 at 10:00 a.m. About WPI Water Resources WPI Water Resources Inc., doing business as dba Waterwell Specialties, owns and operates a water well drilling and repair business in Tulare County, California. WPI Water Resources Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-10219) on Feb. 7, 2023. In the petition filed by CEO Amanda Jensen, the Debtor reported total assets of $72,631 and total liabilities as of $1,186,605 as of Feb. 6, 2023. The case is overseen by Honorable Bankruptcy Judge René Lastreto II. The Subchapter V trustee: David Sousa P.O. Box 3167 Visalia, CA 93278-3167 Phone: (559) 242-2065 E-mail: Dave@fresnotrustee.com The Debtor is represented by: Leonard K. Welsh, Esq. LAW OFFICE OF LEONARD K. WELSH 1800 30th Street, Fourth Floor Bakersfield, CA 93301 Tel: 661-328-5328 Fax: 661-760-9900 Email: lwelsh@lkwelshlaw.com WPI WATER: David Sousa Named Subchapter V Trustee ------------------------------------------------- Tracy Hope Davis, the United States Trustee for Region 17, has appointed David Sousa as Subchapter V trustee for WPI Water Resources, Inc. To the best of the United States Trustee's knowledge, Mr. Sousa's connections with the Debtor, creditors, and other parties-in interest, their respective attorneys and accountants, the United States Trustee, and persons employed in the Office of the United States Trustee are limited to the connections set forth in Mr. Sousa's Verified Statement. A copy of the appointment is available for free at https://bit.ly/3IhSeOe from PacerMonitor.com. Proposed Subchapter V Trustee: David Sousa P. O. Box 3167 Visalia, CA 93278-3167 Phone: (559) 242-2065 Email: Dave@fresnotrustee.com About WPI Water Resources WPI Water owns and operates a water well drilling and repair business in Tulare County, California. The Debtor filed Chapter 11 Petition (Bankr. E.D. Cal. Case No. 23-10219) on February 6, 2023. Hon. Rene Lastreto II oversees the case. Leonard K. Welsh, Esq. of LAW OFFICE OF LEONARD K. WELSH is the Debtor's Counsel. In the petition signed by Amanda Jensen, chief executive officer, the Debtor disclosed $72,631 in assets as of Feb. 6, 2023 and $1,186,605 in liabilities as of Feb. 6, 2023. XTRA INCORPORATED: Seeks to Hire Nathan Phillips as Manager ----------------------------------------------------------- Xtra Incorporated seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Nathan Phillips as manager. As manager, the duties of Nathan Phillips include paying bills, accounting, payments for goods and services, advertising for available properties, interviewing tenants and scheduling showings, collecting rents, performing actual maintenance work and improvements, acquisition, and sale of rental properties, handling legal matters, coordinating with service contractors for repairs, and the day to day operations of the business. Nathan Phillips will be paid $1,000 per month. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Xtra Incorporated Xtra Inc leases freight trailers on a short-term basis. The company offers its services throughout North America with offices in the United States. XTRA Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 22-20195) on Dec 19, 202, with $1 million to $10 million in both assets and liabilities. Nathan Phillips, owner, signed the petition. Judge B. Mckay Mignault oversees the case. The Debtor is represented by Joseph W. Caldwell, Esq., at Caldwell & Riffee. YAK ACCESS: $680M Bank Debt Trades at 55% Discount -------------------------------------------------- Participations in a syndicated loan under which Yak Access LLC is a borrower were trading in the secondary market around 44.5 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The $680 million facility is a Term loan that is scheduled to mature on July 11, 2025. About $552.5 million of the loan is withdrawn and outstanding. Yak Access LLC provides construction services. The Company offers matting solutions, installation and removal of temporary roads, construction of permanent access roads, and civil services. ZAYO GROUP: $4.96B Bank Debt Trades at 17% Discount --------------------------------------------------- Participations in a syndicated loan under which Zayo Group Holdings Inc is a borrower were trading in the secondary market around 83.3 cents-on-the-dollar during the week ended Friday, February 17, 2023, according to Bloomberg's Evaluated Pricing service data. The $4.96 billion facility is a Term loan that is scheduled to mature on March 9, 2027. The amount is fully drawn and outstanding. Zayo Group Holdings, Inc., or Zayo Group, is a privately held company headquartered in Boulder, Colorado, with European headquarters in London, England. The company provides communications infrastructure services. [^] BOND PRICING: For the Week from February 13 to 17, 2023 ----------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 99 Escrow Issuer Inc NDN 7.500 45.616 1/15/2026 99 Escrow Issuer Inc NDN 7.500 47.303 1/15/2026 99 Escrow Issuer Inc NDN 7.500 47.261 1/15/2026 Accelerate Diagnostics AXDX 2.500 91.495 3/15/2023 Air Methods Corp AIRM 8.000 5.943 5/15/2025 Air Methods Corp AIRM 8.000 5.510 5/15/2025 Anixter Inc AXE 6.000 39.609 12/1/2025 Anixter Inc AXE 5.500 99.023 3/1/2023 Apple Inc AAPL 2.850 99.992 2/23/2023 Audacy Capital Corp CBSR 6.500 14.785 5/1/2027 Audacy Capital Corp CBSR 6.750 14.464 3/31/2029 Audacy Capital Corp CBSR 6.750 14.667 3/31/2029 Avaya Inc AVYA 6.125 25.691 9/15/2028 Avaya Inc AVYA 8.000 27.000 12/15/2027 Avaya Inc AVYA 6.125 25.482 9/15/2028 Azul Investments LLP AZULBZ 5.875 59.671 10/26/2024 Azul Investments LLP AZULBZ 5.875 59.402 10/26/2024 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bed Bath & Beyond Inc BBBY 3.749 27.478 8/1/2024 Bed Bath & Beyond Inc BBBY 4.915 10.737 8/1/2034 Bed Bath & Beyond Inc BBBY 5.165 9.669 8/1/2044 Clovis Oncology Inc CLVS 1.250 8.750 5/1/2025 Clovis Oncology Inc CLVS 4.500 19.875 8/1/2024 Clovis Oncology Inc CLVS 4.500 9.410 8/1/2024 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 11.740 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 11.219 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 6.000 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 2.891 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.620 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 12.059 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 2.511 8/15/2027 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.250 1/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 4.912 1/15/2023 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Envision Healthcare EVHC 8.750 24.027 10/15/2026 Envision Healthcare EVHC 8.750 24.107 10/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 14.897 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 37.000 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 14.511 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 36.858 7/15/2023 FNB Corp/PA FNB 2.200 99.870 2/24/2023 Federal Farm Credit Banks Funding Corp FFCB 1.190 99.771 2/22/2023 GNC Holdings Inc GNC 1.500 0.819 8/15/2020 General Electric Co GE 4.200 91.000 N/A Goldman Sachs Group Inc/The GS 3.200 99.992 2/23/2023 Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022 Gossamer Bio Inc GOSS 5.000 32.500 6/1/2027 Invacare Corp IVC 4.250 6.000 3/15/2026 Invacare Corp IVC 5.000 6.000 11/15/2024 JPMorgan Chase & Co JPM 5.261 99.047 2/28/2023 Lannett Co Inc LCI 7.750 21.748 4/15/2026 Lannett Co Inc LCI 4.500 21.834 10/1/2026 Lannett Co Inc LCI 7.750 21.955 4/15/2026 Lightning eMotors Inc ZEV 7.500 59.500 5/15/2024 Lumbermens Mutual Casualty Co KEMPER 8.450 0.909 12/1/2097 MAI Holdings Inc MAIHLD 9.500 35.404 6/1/2023 MAI Holdings Inc MAIHLD 9.500 35.404 6/1/2023 MAI Holdings Inc MAIHLD 9.500 35.404 6/1/2023 MBIA Insurance Corp MBI 16.175 6.652 1/15/2033 MBIA Insurance Corp MBI 16.052 7.672 1/15/2033 Mashantucket Western Pequot Tribe MASHTU 7.350 41.524 7/1/2026 Morgan Stanley MS 1.800 73.281 8/27/2036 Morgan Stanley Finance MS 12.100 37.750 11/24/2023 National CineMedia LLC NATCIN 5.750 5.148 8/15/2026 OMX Timber Finance Investments II LLC OMX 5.540 0.850 1/29/2020 Party City Holdings Inc PRTY 8.750 18.750 2/15/2026 Party City Holdings Inc PRTY 8.750 19.000 2/15/2026 Party City Holdings Inc PRTY 10.130 18.500 7/15/2025 Party City Holdings Inc PRTY 6.625 0.750 8/1/2026 Party City Holdings Inc PRTY 6.625 0.010 8/1/2026 Party City Holdings Inc PRTY 10.130 18.031 7/15/2025 Photo Holdings Merger Sub Inc SFLY 11.000 41.438 10/1/2027 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 RumbleON Inc RMBL 6.750 34.668 1/1/2025 Shift Technologies Inc SFT 4.750 12.500 5/15/2026 Talen Energy Supply LLC TLN 6.500 33.000 6/1/2025 Talen Energy Supply LLC TLN 10.500 32.750 1/15/2026 Talen Energy Supply LLC TLN 7.000 42.000 10/15/2027 Talen Energy Supply LLC TLN 6.500 28.935 9/15/2024 Talen Energy Supply LLC TLN 6.500 28.935 9/15/2024 Talen Energy Supply LLC TLN 10.500 32.669 1/15/2026 Talen Energy Supply LLC TLN 10.500 32.669 1/15/2026 Team Inc TISI 5.000 74.877 8/1/2023 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Tricida Inc TCDA 3.500 13.000 5/15/2027 US Renal Care Inc USRENA 10.625 31.597 7/15/2027 US Renal Care Inc USRENA 10.625 32.060 7/15/2027 UpHealth Inc UPH 6.250 30.823 6/15/2026 WeWork Cos Inc WEWORK 7.875 57.059 5/1/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 47.064 7/10/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 47.148 7/10/2025 Wesco Aircraft Holdings WAIR 13.125 8.239 11/15/2027 Wesco Aircraft Holdings WAIR 8.500 48.250 11/15/2024 Wesco Aircraft Holdings WAIR 8.500 49.500 11/15/2024 Wesco Aircraft Holdings WAIR 13.125 8.212 11/15/2027 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. 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