/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230224.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, February 24, 2023, Vol. 27, No. 54 Headlines 689 ST. MARKS: Unsecured Creditors to Get 50% Under Plan 77 VARET: Says It Has Lender's Support for Toggle Plan 77 VARET: Unsecured Creditors to Get $50K in Toggle Plan 8TH AVENUE FOOD: S&P Alters Outlook to Pos., Affirms 'CCC+' ICR AAG FH: S&P Withdraws 'B-' Long-Term Issuer Credit Rating ACADEMY LTD: Moody's Ups CFR to Ba2, Outlook Remains Stable ADINA 74: Seeks to Hire Jay H. Goldstein CPA as Accountant AHP HOME HEALTH: Taps Mickler & Mickler as Bankruptcy Counsel ALTISOURCE PORTFOLIO: S&P Downgrades ICR to 'SD', Outlook Stable AMC ENTERTAINMENT: S&P Upgrades ICR to 'CCC+', Outlook Stable AMERICAN VIRTUAL: Gets OK to Hire Cole Schotz as Legal Counsel AMERICAN VIRTUAL: Gets OK to Hire Kroll as Administrative Advisor AMERICAN VIRTUAL: Gets OK to Hire SOLIC as Financial Advisor AMOROSO'S BAKING: SSG Advises on Recapitalization ASTRO ONE: Moody's Lowers CFR to 'Ca', Outlook Negative ATG LABORATORIES: Taps Law Office of Mark S. Roher as Counsel AUSPICIOUS INC: Seeks to Hire Ronald Cutler as Legal Counsel AUTHENTIC BRANDS: S&P Affirms 'B' ICR, Outlook Stable AVAYA INC: Expedited Confirmation of $3.4B Chapter 11 Plan Okayed BAUSCH HEALTH: Nomura Holdings Has 7.2% Stake as of Feb. 14 BAUSCH HEALTH: Reports 89% Stake in Bausch + Lomb as of Feb. 14 BERTUCCI'S RESTAURANTS: Committee Gets OK to Hire Financial Advisor BISTRO 1804: Taps Law Office of Rachel S. Blumenfeld as Counsel BODY TEK: Seeks to Hire Susan D. Lasky as Bankruptcy Counsel BOLTA US LTD: Committee Gets OK to Hire Maples Law Firm as Counsel CARIBBEAN BANANA: Has Until March 2 to File Disclosure and Plan CAVALIER PHARMACY: Seeks to Hire Rodefer Moss & Co. as Accountant CBC RESTAURANT: Voluntary Chapter 11 Case Summary CII PARENT: Seeks to Hire Glenn Agre Bergman as Legal Counsel CIRQUE DU SOLEIL: Moody's Raises CFR to B2, Outlook Stable CLOUD VENTURES 1: Taps Davis Ermis & Roberts as Bankruptcy Counsel COLUMBIA ASTHMA: Seeks to Hire Michael Jay Berger as Legal Counsel CONSOLIDATED ELEVATOR: Taps Lighthouse Consultants as Accountant CROSSROAD REALTY: March 29 Public Auction Sale Set DAWG'S SPORTS: Unsecureds Will Get 2.4% of Claims in 5 Years DEL SOL DELIVERYS: Seeks to Hire Langley & Banack as Legal Counsel EAGLE VALLEY: Seeks to Hire Howley Law as Bankruptcy Counsel EIF CHANNELVIEW: S&P Affirms 'BB+' Rating on Senior Debt ELITE CHILD: Seeks to Tap Henry McLaughlin as Bankruptcy Counsel ELITE DRYWALL: Seeks to Hire Hayward PLLC as Bankruptcy Counsel ELITE DRYWALL: Seeks to Tap Lampasas as Bookkeeper and Accountant EQUISEK INC: Seeks Approval to Hire Tax Preparer, Bookkeeper ESJ TOWERS INC: Gets OK to Tap Luis Daniel Muniz as Special Counsel FAAVEE LLC: Gets OK to Hire Barron & Newburger as Legal Counsel FANNIE MAE: Says 2022 Net Income Was $12.9B, Down from Prior Year FJC MANAGEMENT: Seeks to Hire Akerman LLP as Bankruptcy Counsel FTX GROUP: Judge Declines Independent Chapter 11 Examiner Bid GIGA-TRONICS INC: Laurence Lytton Has 9.99% Stake as of Feb. 12 GIGA-TRONICS INC: Registers 6.8M Shares for Possible Resale GLOBALSTAR INC: Deadline to Refinance EchoStar Loan Extended GWG HOLDINGS: Class 4(a) Unsecureds Owed $19M to Get 0% to 100% GWG HOLDINGS: Hearing on Disclosure Statement on March 10 INSIGHT MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors JLK CONSTRUCTION: Seeks to Hire Evans & Mullinix as Legal Counsel JLK CONSTRUCTION: Seeks to Hire Lucove, Say & Co. as Accountant JLK CONSTRUCTION: Taps The Fox Law Corporation as Legal Counsel JNF INVESTMENTS: Capital Infusions to Fund Plan K&L EXCAVATING: Gets OK to Hire Don Smock as Auctioneer K&N ENGINEERING: Davis Polk Advises Business on Recapitalization KANSAS CITY RVS: Seeks to Hire Sunrise Tax as Accountant KATE BARTENWERFER: Weil Secures 9-0 Victory in SCOTUS KEYWAY APARTMENT: March 23 Hearing on Trustee Plan LABORATORIO ACROPOLIS: Court Confirms Non-Consensual Plan LAZY J. RANCH: Seeks to Hire Maxwell Dunn as Legal Counsel LGID NY: Taps Shafferman & Feldman as Bankruptcy Counsel LRM PACKAGING: Case Summary & 20 Largest Unsecured Creditors LTL MANAGEMENT: Asks 3rd Circuit for Dismissal Rehearing M6 ETX: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable MBIA INC: Hosking Partners No Longer Owns Common Shares NIELSEN & BAINBRIDGE: Targets Chapter 11 Exit by Early April OLD MAJESTIC BREWING: Taps Wilkins Bankester Biles as Counsel OMAHA BEACH: Seeks to Hire Joel M. Aresty as Legal Counsel OUTPOST PINES: Case Summary & Seven Unsecured Creditors PARTY CITY HOLDCO: Taps PwC as Tax Related Services Provider PARTY CITY: Seeks to Hire Ernst & Young as Tax Services Provider PATCHELL HOLDINGS: Moody's Affirms B3 CFR, Outlook Remains Stable PREMIER HOLDING: SEC Revokes Securities Registration R&M DISTRIBUTORS: Taps Osvaldo J. Alvarez Paduani as Accountant RED VENTURES: Moody's Affirms B1 CFR & Alters Outlook to Positive REMODEL 615: Seeks to Hire Moglia Advisors as Financial Advisor REVERSE MORTGAGE: Has $15-Mil. of Add'l Financing REVERSE MORTGAGE: Unsecureds' Recovery "Undetermined" in Plan REYNOLDS CONSUMER: S&P Downgrades ICR to 'BB', Outlook Stable ROOF IT BETTER: Unsecureds to Get $500 Per Month Over 5 Years S-TEK 1 LLC: Fee Application of Hardman Gets Approval SEINEYARD INC: Seeks Approval to Hire Taylor Accounting SHEFA LLC: Hires Colliers International as Real Estate Broker SMYRNA READY: New Term Loan Add-on No Impact on Moody's 'Ba3' CFR SNC VENTURES: Gets OK to Hire DRDA as Accountant SOUTH AMERICAN BEEF: Committee Taps Levenfeld as Counsel SOUTH AMERICAN BEEF: Committee Taps Spencer Fane as Counsel SOUTH AMERICAN BEEF: Gets OK to Hire Moglia Advisors, Appoint CRO SOUTH AMERICAN BEEF: Gets OK to Hire TBB Advisors as Tax Accountant STAR LM GROUP: Seeks to Hire Adam Law Group as Bankruptcy Counsel STOCKTON GOLF: Unsecured Creditors to Get 10% Under Plan SUMAK KAWSAY: Further Fine-Tunes Plan Documents SUREFUNDING LLC: Seeks to Amend Gavin/Solmonese's Fee Structure TEGNA INC: Boston Partners Has 1.06% Stake as of Feb. 13 TRU GRIT FITNESS: To Seek Plan Confirmation on March 30 TRU GRIT FITNESS: Unsecureds Owed $54M to Split $100K in Plan TRUE COAT PAINTING: Gets OK to Hire Robert M. Gardner as Counsel U.S. SILICA: Renaissance Technologies Has 9.5% Stake as of Feb. 13 UPTOWN 240: Case Summary & 17 Unsecured Creditors VANTAGE SPECIALTY: Moody's Ups CFR to B2, Outlook Stable VIVOS REAL ESTATE: Hires Loan Locis as Commercial Loan Broker VIVOS REAL ESTATE: Seeks to Hire AMR Commercial as Broker WC BRAKER: Trustee Taps Popp Hutcheson as Property Tax Counsel WESTMINSTER-CANTERBURY: Fitch Affirms 'BB+' Issuer Default Rating WILLIAMS LAND: Creditors to Get Proceeds From Liquidation WYNN RESORTS LTD: T. Rowe Price Has 7.6% Stake as of Feb. 14 WYNN RESORTS: Jefferies Says Equity Stake Now De Minimis ********* 689 ST. MARKS: Unsecured Creditors to Get 50% Under Plan -------------------------------------------------------- 689 St. Marks Avenue Inc. filed an Amended Chapter 11 Plan and a corresponding Disclosure Statement on Feb. 10, 2023. The Debtor owns a 9-unit mix-use commercial building (the "Property") at 689 St. Marks Avenue Brooklyn, New York. The Property is encumbered by a first mortgage with original loan amount of $1,600,000 and second mortgage with the original loan amount of $875,000. The mortgages are in arrears and is addressed under the Plan. Income from rents is the Debtor's sole source of revenue. The income from the building is sufficient to meet ongoing operating expenses of the building to pay real estate taxes and to make the payments owed under the first mortgage. The past due payments required under the Plan will be paid by Frank Morris, in the form of the injection of such new value contributions as may be necessary to fund any payments due under the Plan. This revenue will be used to pay the monthly payments under the Plan. Under the Plan, Class 4 claims of unsecured creditors, if any, will receive 50% of the amount of their claim in 12 equal monthly installments. Class 4 is impaired. Funding for the Plan payments shall come from two sources. Income from rents is the Debtor's sole source of revenue. The payments due under the Plan will be funded from the Debtor's ongoing rental income, and through the line of credit from NPL in the amount of $875,000. Proposed Counsel to the Debtor: Moshe K. Silver, Esq. LAW OFFICE OF MOSHE K. SILVER 347 Fifth Avenue Suite 1402-703 New York, NY 110016 Tel: (212) 444-9972 E-mail: msilverlaw@gmail.com A copy of the Disclosure Statement dated Feb. 10, 2023, is available at https://bit.ly/3RUCVy9 from PacerMonitor.com. About 689 St. Marks Avenue 689 St. Marks Avenue, Inc., owner of a 9-unit commercial building in Brooklyn, N.Y., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-40043) on Jan. 12, 2022. At the time of the filing, the Debtor listed as much as $10 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. Moshe Kalman Silver, Esq., is the Debtor's bankruptcy attorney. 77 VARET: Says It Has Lender's Support for Toggle Plan ------------------------------------------------------ By this Motion, the 77 Varet Holding Corp. and 162-164 82nd St. LLC request entry of an order approving the Disclosure Statement, approving the Solicitation Package, approving the form of notice and objection procedures, scheduling the Confirmation Hearing and granting related relief. Varet is the 100% equity holder and sole member of 162-164 82nd, which owns a residential apartment building on the Upper East Side containing 37 units (the "Property"). On Sept. 21, 2022, facing a foreclosure sale by the East 82nd Holdco LLC (the "Lender") of Varet's equity holding in 162-164 82nd, Varet filed a voluntary Chapter 11 petition. Subsequently, 162-164 82nd filed its own voluntary petition on October 14, 2022. The Debtors have filed their Plan, based upon a negotiated agreement with the Lender. Under the Plan, the Debtors are being provided the Debtors with an opportunity to refinance the existing total secured debt held by the Lender defined below (the "Refinancing") at a discounted combined price of $16.75 million (the "Reduced Payoff") on or before April 30, 2023 (the Refinance Deadline"). In the event that the Refinance Deadline is not met, the Plan provides for a "toggle" to a sale process for the Debtors' real property located at 162-164 82nd Street, New York, NY (the "Property"), subject to the right of the Lender to credit bid. The Plan thereby establishes the procedures for payment to creditors either from the Refinancing or the proceeds of a sale. Attorneys for the Debtors: Ted Donovan, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN, LLC 125 Park Avenue, 12th Floor New York, NY 10017 Tel: (212) 221-5700 About 77 Varet Holding Corp. 77 Varet Holding Corp. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42316) on Sept. 21, 2022. In the petition filed by David Goldwasser, as manager, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. Judge Nancy Hershey Lord oversees the case. The Debtor is represented by Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, as counsel. 77 VARET: Unsecured Creditors to Get $50K in Toggle Plan -------------------------------------------------------- 77 Varet Holding Corp. and 162-164 82nd St. LLC jointly submit this Disclosure Statement. The Debtors' major asset consists of two residential apartment buildings located on the Upper East Side of Manhattan at 162-164 East 82nd Street, New York, NY (the "Property"). 162- 164 82nd St. LLC is the fee holder of the Property, while 77 Varet Holding Corp. is the 100% member of 162-164 82nd St. LLC. The Property is subject to both a senior mortgage lien and a mezzanine loan, totaling approximately $17,500,000. The Plan is the product of extensive negotiations with the secured creditor, East 82nd Holdco LLC (the "Lender") and provides for either a refinancing of the total secured debt, or a sale of the Debtors' property under an auction sale process. Under either option, a fund of $50,000 will be created to pay a pro rata dividend to general unsecured creditors. The Debtors are pursuing a refinancing and/or sale of the Property simultaneously so there are no unnecessary delays. The Lender agreed to a discounted payoff of $16.75 (a savings of about $1.0 million) (the "Reduced Payoff"), in large part because the Debtors are committed to an expedited disposition of the Property. In the Debtors' view a refinancing presents a challenge but is worth pursuing. Prior to bankruptcy, the Debtors attempted to refinance the secured debt without success. Nevertheless, the Debtors have obtained a final opportunity at refinancing, failing which the Plan toggles to a sale and auction. The Plan is primarily designed to address outstanding mortgage debt at the Property and mezzanine level. Pre-petition, the Lender's claim totaled $17,550,744.00 on account of both loans, including all principal, accrued interest, fees and costs. As part of the negotiations with the Lender, the Debtors sought and obtained the Lender's consent to the Reduced Payoff price of $16.75 million if paid on or before April 1, 2023 (the "Refinancing Deadline"). The Debtors intend to retain a broker (Rosewood Realty Group), which will pursue both options. In the event the Debtors do not timely refinance the total secured debt, the Plan automatically toggles to the Alternate Sale Option, pursuant to which the Debtors shall proceed with an auction sale of the Property under 11 U.S.C. Sec. 363(b) and (f), subject to the Lender's credit bid rights under Section 363(k). Should a sale occur under the Alterative Sale Option, the Lender shall receive either (a) the net sale proceeds if the Property is sold to a third-party after payment of the Residual Plan Payments, consisting of allowed Administrative Claims as capped pursuant to the Cash Collateral Stipulation, U.S. Trustee fees and Priority Claims, plus separately fund a General Unsecured Creditor Pool in the sum of $50,000 to be used to make a pro rata distribution to the holders of allowed general unsecured claims, or (b) title to the Property if Lender makes a credit bid, whereupon the Lender shall be responsible to pay the Residual Plan Payments. Under the Plan, Class 3 consists of the allowed Unsecured Claims of General Creditors, including all pre-petition vendors, service providers and insiders. Class 3 allowed Unsecured Claims are estimated by the Debtors to total approximately $1.6 million. Each holder of an Allowed Class 3 Unsecured Claim shall receive a pro rata dividend from the General Unsecured Creditor Pool in full and final satisfaction of such holder's allowed Unsecured Claim. Class 3 is impaired. The Plan shall be funded with residual cash available in the DIP account, subject to the terms of the Cash Collateral Stipulation, and either (a) through the Refinancing of the Property in an amount that generates sufficient proceeds to pay the Lender's Claim at the Reduced Payoff, plus enables the Debtors to pay the balance of the other obligations due hereunder, or (b) should the Alternative Sale Option go into effect, the Plan shall be funded by either sale proceeds generated from a third-party buyer or the Lender's funding obligations under its credit bid. The Debtors shall file a supplement to this Plan indicating whether or not they were successful in obtaining the Refinancing or believe they will be successful prior to the start of the Confirmation Hearing. For a point of emphasis, in the event the Debtors are unsuccessful in obtaining a Refinancing then the Plan shall automatically and indefeasibly "toggle" in favor of the Alternate Sale Option, whereupon the Debtors shall be required to convey title to the Property pursuant to approved bidding procedures following an auction and approval of the sale by the Bankruptcy Court either to a third-party purchaser or Lender as applicable. The transfer of the Property shall be free and clear of all claims, liens and taxes pursuant to Sections 363(f), 1123(a)(5)(D), and 1141(c) of the Bankruptcy Code. Of note, in the event that Plan toggles to the Alternate Sale Option, the Plan provides that the successful purchaser, whether it be a third party or the Lender pursuant to a credit bid, will pay the allowed Administrative Expenses, Class 1 Priority Claims, and fund the $50,000 pool for Class 3 General Unsecured Creditors, so there is no risk of non-payment of these claims under either option. Attorneys for the Debtors: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 125 Park Avenue, 12th Floor New York, NY 10017 A copy of the Disclosure Statement dated Feb. 10, 2023, is available at https://bit.ly/3YAzr6i from PacerMonitor.com. About 77 Varet Holding Corp. 77 Varet Holding Corp. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42316) on Sept. 21, 2022. In the petition filed by David Goldwasser, as manager, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. Judge Nancy Hershey Lord oversees the case. The Debtor is represented by Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, as counsel. 8TH AVENUE FOOD: S&P Alters Outlook to Pos., Affirms 'CCC+' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook to positive from negative and affirmed its 'CCC+' issuer credit rating on U.S.-based private label food manufacturer 8th Avenue Food & Provisions Inc. S&P also affirmed its 'CCC+' issue-level rating on the company's first-lien senior secured credit facilities and its 'CCC-' issue-level rating on the company's second-lien term loan. The positive outlook reflects the possibility that S&P may raise the rating over the next 12 months if the company continues to improve EBITDA and cash flow, despite broader inflationary and supply chain constraints. The positive outlook reflects the possibility of an upgrade in the next year if 8th Avenue's EBITDA and free operating cash flow (FOCF) continue to improve and the company limits its revolver refinancing risk when it becomes current in 2024. Cash flow remained negative and adjusted leverage remained high at 16.5x (11.4x excluding the preferred stock) for the 12 months ended Dec. 31, 2022. However, S&P expects operating performance to sequentially improve with price increases and demand growth across most of its categories, supported by improving manufacturing efficiencies at its plants. During the first fiscal quarter ended Dec. 31, 2022, 8th Avenue's revenues increased 13%, driven by price mix improvements of 17% as the company realized the benefits from pricing actions, partially offset by a 4% volume decline. 8th Avenue's volumes declined across all of its segments. Notably, the company benefitted from a temporary surge in nut butter demand during the same period last year. It also faced labor shortages within the granola segment and softened demand in its fruit and nut segment. Although the pasta segment benefited from strong demand for both Ronzoni and private label, supply chain challenges and weather-related plant shutdowns hurt volumes. Adjusted EBITDA margins rose to 12.2% for the 12 months ended Dec. 31, 2022, compared with 2.7% for the 12 months ended Dec. 31, 2021. This was because of higher prices, increased manufacturing efficiencies, favorable product mix, and the roll-off of some one-time costs. S&P said, "We expect the continuing improvement in manufacturing efficiencies, cost management, and working capital management, driving positive FOCF and improving credit metrics in fiscal 2023. We forecast adjusted leverage to improve to about low-11x (mid-7x excluding the preferred shares) in fiscal 2023 compared with our previous expectation of more than 15x. We also expect FOCF to debt sustained in the low-single-digit percentages in fiscal 2023, despite continued high input costs and supply chain disruptions." S&P expects profitability to improve in fiscal 2023 from favorable demand trends in the private label industry, greater operating leverage, and incremental pricing actions. S&P Global economists expect a mild recession in 2023. 8th Avenue should benefit from trade-down and continued elevated at-home food consumption. Additionally, the company has held pricing power due to supply constraints in a highly competitive category. 8th Avenue benefitted from competitors facing production constraints while demand for pasta stayed elevated. This demand-supply imbalance, coupled with record-high durum wheat prices, enabled the company to increase prices. However, the company could face pricing pressures as capacity comes back online for competitors in the second half of the year and if peers undercut prices. Nevertheless, S&P expects demand to remain strong as consumers shift back to private label amid the current weak macroeconomic environment. S&P said, "We forecast sales growth of over 13% in fiscal 2023, reflecting good demand for the company's private label products and benefits from higher pricing. Product mix changes within the fruit and nut segment, ongoing operational improvements, tight cost control, and a new fruit and nut facility will strengthen profitability. We expect inflationary pressure and some supply chain disruptions to continue well into the second half of fiscal 2023. Nevertheless, we believe timely incremental pricing actions will protect margins, as will rolling off one-time costs related to moving the fruit and nut plant in 2022." Although 8th Avenue's liquidity has improved, refinancing risk and higher interest expenses will need further gains in cash flow. In October 2022, 8th Avenue extended the maturity of its $125 million revolver (downsized from $150 million and will step down to $100 million after Sept. 2023) to March 31, 2025, from October 2023. This alleviated some of its near-term refinancing risk. The company also repaid $5 million of its revolver borrowings during the first fiscal quarter. Further, S&P expects the company to use proceeds of about $40 million from an anticipated sale lease-back transaction on its two pasta facilities to pay down the revolver in the next quarter. As of Dec. 31, 2022, the company had about $47 million of liquidity comprising $2 million of cash on hand and $45 million of availability under its revolver. S&P believes 8th Avenue has adequate liquidity to cover its operations over the next 12 months. However, in 2024, the company will have to address the maturities for its senior secured credit facilities because the revolver is due March 2025 and its $650 first-lien term loan is due October 2025 (outstanding $627.4 million as of Dec. 31, 2022). If operating performance continues to improve, we believe it will mitigate refinancing risk. Conversely, if performance weakens, then refinancing risk increases and could limit the upside in our ratings. The company's term loans do not have any hedges, which leaves it exposed to interest rate risk amid the current higher rate environment. S&P's forecast EBITDA to cash interest coverage of about 1.5x in fiscal 2023, but if performance is worse than expected, then the coverage could weaken. S&P's rating on 8th Avenue does not include any uplift from its status as a majority-owned subsidiary of Post Holdings Inc. because we view the investment as nonstrategic. S&P said, "Post does not guarantee 8th Avenue's debt, and our base-case anticipates that Post would not support it during times of stress. Nevertheless, we recognize the possibility that Post or minority sponsor-owner Thomas H. Lee Partners would consider contributing cash if 8th Avenue has an immediate liquidity need while its prospects remain favorable over several years. Post has a holding-company operating model that regularly buys and sells assets. We believe the company's owners have the financial capacity to support 8th Avenue's liquidity. "The positive outlook reflects the chance we will upgrade 8th Avenue over the next 12 months if it continues to improve performance, resulting in sustained positive FOCF, EBITDA interest coverage of at least 1.5x, and a capital structure we consider sustainable. "We could take a negative rating action if profitability and cash flow decline, hindering 8th Avenue's ability to refinance upcoming maturities, meet its fixed costs, including debt service and capital spending, and EBITDA interest coverage falls below 1.5x." This could result from: -- Materially lower demand or inflationary pressure leading to margin erosion; or -- Operational issues due to labor or supply chain disruptions. S&P could raise the ratings if: -- The demand environment continues to improve and the company increases sales and profitability; -- The company continues to sustain FOCF comfortably exceeding debt service requirements; and -- S&P believes that the company will extend its credit facilities' maturity before they become current. AAG FH: S&P Withdraws 'B-' Long-Term Issuer Credit Rating --------------------------------------------------------- On Feb. 22, 2023, S&P Global Ratings withdrew its 'B-' long-term issuer credit rating (ICR) on AAG FH L.P. at the issuer's request. At the time of the withdrawal, the outlook was stable. The withdrawal followed AAG fully redeeming its US$243.5 million senior unsecured notes due 2024. ACADEMY LTD: Moody's Ups CFR to Ba2, Outlook Remains Stable ----------------------------------------------------------- Moody's Investors Service upgraded Academy, Ltd.'s ratings, including the corporate family rating to Ba2 from Ba3, probability of default rating to Ba2-PD from Ba3-PD and the ratings on the senior secured first lien term loan and senior secured notes to Ba2 from Ba3. The speculative-grade liquidity rating ("SGL") remains SGL-1. The outlook remains stable. The upgrades reflect Academy's continued outperformance relative to expectations and the overall retail industry. The upgrade also reflects Academy's sizable debt repayments and Moody's expectations for balanced financial strategies. Academy's reduced debt levels supports its ability to maintain stable credit metrics even in a scenario of uncertain demand in the sporting goods category. Academy has repaid nearly $1.1 billion of debt since 2018, including $100 million repaid in 2022. Moody's estimates that debt to EBITDA will increase to about 2.0x over the next 12-18 months from 1.6x for the LTM ended October 29, 2022 and EBIT to interest will weaken to about 5.0x from 6.4x for the same time period. While Moody's expects demand for the sporting goods sector to be constrained by declining consumer disposable income in 2023, Academy's value focused price point will allow them to maintain mostly steady operating performance in 2023 as consumers remain value focused in the face of ongoing inflation. In addition, Academy's operational improvements put in place under new leadership just prior to the pandemic will allow them to maintain the majority of its margin improvements which will partially mitigate any demand weakness and operating income should remain well above 2019 levels. Upgrades: Issuer: Academy, Ltd. Corporate Family Rating, Upgraded to Ba2 from Ba3 Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Senior Secured 1st Lien Term Loan, Upgraded to Ba2 (LGD4) from Ba3 (LGD4) Senior Secured Global Notes, Upgraded to Ba2 (LGD4) from Ba3 (LGD4) Outlook Actions: Issuer: Academy, Ltd. Outlook, Remains Stable RATINGS RATIONALE Academy's Ba2 CFR reflects the competitive nature of sporting goods retail including the increased focus of major apparel and footwear brands on direct-to-consumer distribution and the consumer shift to online shopping. Sporting goods demand can also fluctuate, in part because of demand cycles in the firearms and ammunition category, which Moody's estimate represents roughly 10% of Academy's sales. As macroeconomic conditions grow increasingly uncertain and as consumer spending moderates, Moody's expects Academy's revenue and earnings to modestly weaken over the next 12-18 months. Partially offsetting these challenges are the company's scale and solid market position in the regions within which it operates. The company's value price points and diversified product assortment tend to result in resilient performance during economic downturns. Further, the turnaround strategy put in place by the current management team, including initiatives in merchandising, private label credit card and omnichannel investment should keep operating performance relatively stable over the next year. The company initiated a store expansion program in 2022, which will include the addition of 80-100 stores through 2026. The store expansion will be financed through free cash flow. Academy's EBITDA was down roughly 5% at $1.1 billion for the LTM Ended October 29, 2022 reflecting softened demand and higher labor costs, partially offset by the benefits of the company's turnaround strategy. This combined with Academy's recent $100 million debt repayment on its term loan will result in Moody's pro-forma adjusted debt/EBITDA of about 1.6x and EBIT/interest expense at 6.2x. Academy will benefit from very good liquidity over the next 12 months. The company has a largely available $1.0 billion ABL revolving credit facility expiring in July 2025. In addition, Moody's estimates that the company will generate roughly $200-$250 million of free cash flow over the next 12 months. The stable outlook reflects Moody's expectation that credit metrics will remain stable despite the pressures presented by the current uncertain macroeconomic environment including high inflation. The stable outlook also reflects that Academy will maintain very good liquidity and that shareholder returns will be measured. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company demonstrates continued growth in revenue and operating profit, while improving geographic diversification, maintaining very good liquidity and balanced financial policies. Quantitatively, the ratings could be upgraded with expectations for Moody's-adjusted debt/EBITDA to be maintained below 1.5x and EBIT/interest expense sustained above 6.0x throughout economic cycles. The ratings could be downgraded if earnings or liquidity significantly deteriorate or the company experiences material execution missteps. Aggressive financial strategy actions could also result in a downgrade. Quantitatively, the ratings could be downgraded if Moody's-adjusted debt/EBITDA is maintained above 2.75x or EBIT/interest expense declines below 3.5x. Headquartered in Katy, Texas, Academy, Ltd. is a US sports, outdoor and lifestyle retailer with a broad assortment of hunting, fishing and camping equipment, along with footwear, apparel, and sports and leisure products. The company operates 268 stores under the Academy Sports + Outdoors banner, which are primarily located in Texas and the southeastern United States, and its website. It is a subsidiary of traded Academy Sports and Outdoors, Inc. (NASDAQ traded ASO). Academy generated approximately $6.5 billion of revenue for the twelve months ended October 26, 2022. The principal methodology used in these ratings was Retail published in November 2021. ADINA 74: Seeks to Hire Jay H. Goldstein CPA as Accountant ---------------------------------------------------------- Adina 74 Realty Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Jay H. Goldstein CPA as accountant. The firm will render these services: a. prepare or review of monthly operating reports and statements of cash receipts and disbursements including notes as to the status of tax liabilities and other indebtedness; b. assist in the analysis and settlement of the Debtor's tax claims, if necessary; c. review existing accounting systems and procedures and establish new systems and procedures, if necessary; d. assist the Debtor in the development of a plan of reorganization; e. assist the Debtor in the preparation of a liquidation analysis; f. appear at creditors' committee meetings, 341(a) meetings, and Court hearings, if required; g. assist the Debtor in the preparation of cash flow projections; h. consult with counsel for the Debtor in connection with operating, financial and other business matters related to the ongoing activities of the Debtor; and i. perform such other duties as are normally required of an accountant, including, but not limited to, the preparation of all financial statements required in the Debtor's reorganization. The accountant charges an hourly fee of $300 for Mr. Goldstein and $150 for junior personnel. Jay H Goldstein is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Goldstein can be reached through: Jay H Goldstein, CPA Jay H Goldstein CPA 1025 Westchester Avenue # 305 White Plains, NY 10604 Phone: (914) 385-0230 About Adina 74 Realty Corp. Adina 74 Realty Corp. is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). Adina 74 Realty Corp. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-11458) on Nov. 2, 2022. In the petition filed by Ezra Chammah, as president, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. The Debtor is represented by Dawn Kirby of Kirby Aisner & Curley, LLP. AHP HOME HEALTH: Taps Mickler & Mickler as Bankruptcy Counsel ------------------------------------------------------------- AHP Home Health Care, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ the Law Offices of Mickler & Mickler, LLP to handle its Chapter 11 case. The hourly rates charged by the firm for legal services range from $250 to $350. In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. Bryan Mickler, Esq., at the Law Offices of Mickler & Mickler, 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: Bryan K. Mickler, Esq. Law Offices of Mickler & Mickler, LLP 5452 Arlington Expy. Jacksonville, FL 32211 Tel: (904) 725-0822 Email: bkmickler@planlaw.com About AHP Home Health Care Headquartered in Jacksonville, Fla., AHP Home Health Care, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00166) on Jan. 25, 2023, with up to $500,000 in assets and up to $100,000 in liabilities. Jerrett M. McConnell has been appointed as Subchapter V trustee. Judge Jacob A. Brown oversees the case. Bryan K. Mickler, Esq., at the Law Offices of Mickler & Mickler, LLP, represents the Debtor as bankruptcy counsel. ALTISOURCE PORTFOLIO: S&P Downgrades ICR to 'SD', Outlook Stable ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Altisource Portfolio Solutions S.A. to 'SD' from 'CC'. S&P also lowered its issue rating on the company's senior secured term loan to 'D' from 'C'. The downgrade follows Altisource's completion of a term loan amendment and maturity extension. S&P's consider the transaction distressed because, in our view, investors received less value than the securities originally promised owing to: -- The maturity extension of at least one year, and -- S&P's expectation that the yield on the amended term loan may not provide adequate offsetting compensation, given up to 2% of cash interest can convert to payment-in-kind if the company's liquidity falls under $35 million. AMC ENTERTAINMENT: S&P Upgrades ICR to 'CCC+', Outlook Stable ------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on AMC Entertainment Holdings Inc. to 'CCC+' from 'SD'. S&P raised its issue-level rating on the second-lien notes to 'CCC-' from 'D'. The stable outlook reflects S&P's expectations that despite improving attendance in cinemas, AMC's heavy debt burden will result in leverage in the high-7x area and poor cash flow in 2023, but that the company's cash balance will allow it to service its debt obligations. AMC, the world's largest motion picture exhibitor, completed its distressed exchange, swapping $100 million of its second-lien notes due in 2026 for preferred equity. Additionally, the company repurchased $85 million aggregate principal amount of its outstanding debt since Dec. 19, 2022, at an average discount of approximately 49%. AMC's capital structure is marginally improved by the distressed exchanges but remains unsustainable due to its substantial debt burden. AMC Entertainment completed its debt-for-equity swap, exchanging $100 million of its second-lien notes due in 2026 for preferred equity. Additionally, the company repurchased $85 million aggregate principal amount of its outstanding debt since Dec. 19 at an average discount of approximately 49% in open market transactions. The impact of these exchanges is marginally positive and will improve the company's cash interest costs by roughly $18 million per year. However, AMC maintains a heavy debt load with roughly $4.8 billion in reported debt pro forma for the recent exchanges. Much of this debt bears high interest rates, which will likely lead to total reported debt interest costs of over $425 million in 2023. These interest costs will substantially limit AMC's ability to generate significant free cash flow despite our expectations for increasing EBITDA. S&P believes the company is increasingly reliant on favorable economic and business conditions to meet its debt obligations over the next few years. AMC's operating performance will improve as theater attendance recovers over the next 12 months. S&P said, "The domestic box office exceeded $7.3 billion in 2022, and we estimate it could reach $8 billion-$8.5 billion in 2023. Our forecast assumes the robust performance of tent-pole films, especially in the seasonally strong second and fourth quarters of each year. Elevated ticket pricing will also support increasing revenues due to dynamic price adjustments and the demand for premium large-format films. However, the lagging factor for the box office recovery will be attendance, which we believe is unlikely to return to pre-pandemic levels. AMC's revenue will be further supported by concession proceeds, which we expect will remain elevated as passionate consumers return to theaters. We expect the total demand for tickets and concessions will likely remain resilient, even amid the mild U.S. recession we forecast in 2023, because we believe movie theaters are one of the more affordable options for out-of-home entertainment." Structural changes to the film distribution model and macroeconomic concerns could prevent theatrical attendance from fully recovering to pre-pandemic levels. Despite favorable box office trends such as elevated ticket prices and concession demand, there remains a substantial risk to a full recovery in attendance for movie exhibitors. Foremost, the traditional theatrical release model was substantially disrupted during the pandemic, in which many film studios experimented with day and date releases for some films (e.g., releasing films in theaters and on their streaming services simultaneously). While this practice has largely abated, there have been more permanent changes to the film distribution model, such as a shortening of exclusive theatrical film windows. Specifically, most films are shown exclusively in theaters in a 45-day window, shortened from the typical pre-pandemic 70 days or more. Historically, most box office revenues have been collected in the first month of a film's release. However, the advertised shorter exclusive theatrical window could incentivize consumers to wait for a film to be released on an at-home video platform. More important to the distribution model is the change in the kinds of films being released exclusively in theaters. S&P said, "We expect small to midsize films will account for a smaller percentage of the box office. This is exemplified by the 2022 film slate's heavy reliance on large tent-pole films. While pandemic-induced production delays are one reason for fewer smaller-budget films, we believe this mix shift is also a function of the increased opportunities available to studios for monetizing their smaller films, such as selling directly to a third-party steamer or placing the content directly on their streaming services (i.e., Disney+). Consequently, we not only expect fewer total moviegoers but also believe box office sales are now more volatile as they depend on the success of fewer films in any given year." S&P said, "A recession could limit revenue growth, but we expect cinemas to be relatively resilient during an economic downturn. We believe the weakening economic outlook poses a risk to AMC's revenues. Historically, demand for films shown in cinemas has been resilient to economic downturns due to the relative affordability of this out-of-home entertainment option. While we expect this trend to hold in general, we highlight that the current state of the industry represents unique potential challenges for movie exhibitors. Specifically, average ticket prices are at an all-time high, and consumers have never had more options for how to consume video content in the home. In an economic recession, consumers are likely to be increasingly sensitive to spending their discretionary income and may choose lower-cost in-home viewing options. This could hurt attendance at movie theaters just as they are most in need of audience members returning to this viewing platform. It may also prompt exhibitors to adjust their pricing tactics for tickets and concessions such that total revenues are much less than planned. "The stable outlook reflects our expectations that despite improving attendance in cinemas, AMC's heavy debt burden will result in leverage in the high-7x area and poor cash flow in 2023, but that the company's cash balance will allow it to service its debt obligations." S&P could lower the rating if: -- The recovery in theater attendance takes longer than we expect due to consumer health and safety concerns, changes in the film slate, or shifts in consumer behavior such that AMC's cash burn does not steadily improve and we become concerned about its liquidity position over the next 12 months; or -- The company pursues a significant subpar debt exchange or any other form of debt restructuring. S&P could raise the rating if it expects AMC's leverage will improve below 6.5x and cash flow (after deferred lease costs) to be consistently positive because: -- It uses most of the proceeds from its equity raises for debt repayment and refinances costly debt at significantly lower interest rates, which would significantly reduce its heavy debt load and interest burden; -- It generates positive cash flow without pulling back on its capital expenditure (capex) at the expense of its long-term competitive position; and -- Theater attendance continues to materially recover. ESG credit indicators: To E-2, S-3, G-3; From E-2, S-4, G-3 S&P said, "We revised our social risk indicator to S-3 from S-4 to reflect our expectations that health and safety social factors have improved and are now a moderately negative factor in our credit analysis. We expect the theatrical attendance and revenues will improve in 2023 due to a reduction in social distancing practices and movie theater closures brought on by the COVID-19 pandemic. Nevertheless, we expect these social factors will continue to affect AMC over our forecast period as the theatrical exhibition industry recovers." AMERICAN VIRTUAL: Gets OK to Hire Cole Schotz as Legal Counsel -------------------------------------------------------------- American Virtual Cloud Technologies, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Cole Schotz P.C. The Debtors require legal counsel to: (a) provide advice with respect to the powers and duties of the Debtors; (b) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; (c) prepare legal papers including a motion for a sale of the Debtors' assets and a Chapter 11 plan; (d) advise the Debtors concerning, and prepare responses to, legal papers that may be filed by other parties in the Detors' Chapter 11 cases; (e) attend meetings and negotiate with representatives of creditors and other parties in interest, attend court hearings, and advise the Debtors on the conduct of their cases; (f) take all necessary actions in connection with the plan; and (g) perform all other necessary legal services in connection with the prosecution of the bankruptcy cases. The firm will be paid at these rates: Michael D. Sirota $1,200 per hour David M. Bass $935 per hour Patrick J. Reilley $730 per hour Michael Trentin $480 per hour Jack M. Dougherty $400 per hour Michael E. Fitzpatrick $400 per hour Conor D. McMullan $375 per hour Pauline Ratkowiak $360 per hour Prior to the petition date, the firm received payments, including retainers totaling $1,719,412.13. To date, $1,219,412.13 in fees and expenses had been applied to outstanding balances existing as of the petition date. The remaining $500,000 constitutes a security retainer for the firm's post-petition services. In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Patrick Reilley, Esq., a partner at Cole Schotz, 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: Patrick J. Reilley, Esq. Jack M. Dougherty, Esq. Michael E. Fitzpatrick, Esq. Cole Schotz P.C. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Telephone: (302) 652-3131 Facsimile: (302) 652-3117 Email: preilley@coleschotz.com jdougherty@coleschotz.com mfitzpatrick@coleschotz.com About American Virtual Cloud Technologies American Virtual Cloud Technologies, Inc., and its affiliates offer cloud-based business communication services to customers looking to transition business-critical services, phone services and other business applications to the cloud. Its "Kandy" product is one of the largest pure-play providers of unified communications as a service (UCaaS), communications platform as a service (CPaaS), and Microsoft Teams Direct Routing as a Service (DRaaS) for blue-chip enterprise customers such as AT&T, IBM/Kyndryl, and Etisalat. American Virtual Cloud Technologies and affiliates AVCtechnologies USA, Inc. and Kandy Communications, LLC sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-10022) on Jan. 11, 2023. The Debtors disclosed $31,122,000 in total assets and $13,641,000 in total debt as of Sept. 30, 2022. Judge Mary F. Walrath oversees the cases. The Debtors tapped Cole Schotz P.C. as legal counsel; SOLIC Capital Advisors, LLC and SOLIC Capital, LLC as financial advisors; and Northland Securities as investment banker. Kroll Restructuring Administration, LLC is the claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' cases. Saul Ewing, LLP and Dundon Advisers, LLC serve as the committee's legal counsel and financial advisor, respectively. AMERICAN VIRTUAL: Gets OK to Hire Kroll as Administrative Advisor ----------------------------------------------------------------- American Virtual Cloud Technologies, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kroll Restructuring Administration, LLC as their administrative advisor. The Debtors require an administrative advisor to: (a) assist with, among other things, solicitation, balloting and tabulation of votes, prepare any related reports, as required in support of confirmation of a Chapter 11 plan, and process requests for documents; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs, and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a Chapter 11 plan; and (f) provide such other processing, solicitation, balloting and other administrative services. Prior to their bankruptcy filing, the Debtors provided Kroll an advance in the amount of $50,000. Benjamin Steele, a managing director at Kroll, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Benjamin J. Steele Kroll Restructuring Administration LLC 55 East 52nd Street, 17th Floor New York, NY 10055 Telephone: (212) 593-1000 About American Virtual Cloud Technologies American Virtual Cloud Technologies, Inc., and its affiliates offer cloud-based business communication services to customers looking to transition business-critical services, phone services and other business applications to the cloud. Its "Kandy" product is one of the largest pure-play providers of unified communications as a service (UCaaS), communications platform as a service (CPaaS), and Microsoft Teams Direct Routing as a Service (DRaaS) for blue-chip enterprise customers such as AT&T, IBM/Kyndryl, and Etisalat. American Virtual Cloud Technologies and affiliates AVCtechnologies USA, Inc. and Kandy Communications, LLC sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-10022) on Jan. 11, 2023. The Debtors disclosed $31,122,000 in total assets and $13,641,000 in total debt as of Sept. 30, 2022. Judge Mary F. Walrath oversees the cases. The Debtors tapped Cole Schotz P.C. as legal counsel; SOLIC Capital Advisors, LLC and SOLIC Capital, LLC as financial advisors; and Northland Securities as investment banker. Kroll Restructuring Administration, LLC is the claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' cases. Saul Ewing, LLP and Dundon Advisers, LLC serve as the committee's legal counsel and financial advisor, respectively. AMERICAN VIRTUAL: Gets OK to Hire SOLIC as Financial Advisor ------------------------------------------------------------ American Virtual Cloud Technologies, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ SOLIC Capital Advisors, LLC and SOLIC Capital, LLC as financial advisor. The firm's services include: A. Restructuring Support Services a. review the Debtors' historical financial results, operating trends, financial projection models, working capital requirements and as required, develop liquidity and financial projection models to reflect current circumstances and impact of restructuring initiatives and monetization events resulting from the pursuit of strategic alternatives; b. review the Debtors' current product lines and business units including growth rates, revenue base, profitability, capital requirements, competitive market position, relative value of its intellectual property and third-party contract considerations; c. review the Debtors' current business plan and supporting financial forecast model; d. assist in the development of a rolling weekly cash flow forecast model and a liquidity management plan including any cost structure initiatives necessary to support the Debtors' ongoing operations; e. assist in the identification and quantification of performance and cost structure improvement initiatives and optimization of strategic positioning for counter party negotiations, value recovery, and ultimate realization; f. assist the Debtors in the vendor relationship management, contract restructuring and liquidity management objectives necessary for effective cash management g. assist the board of directors or its designated restructuring committee, with the development and expedited execution of a plan designed to preserve and enhance enterprise value, including a liquidity preservation plan, a potential capital restructuring, and monetization events of some or all of the assets of the Debtors to maximize value recovery for the Debtors' stakeholders; h. in the event that the Debtors pursue a bankruptcy or other judicial proceeding to execute any strategic alternative, SOLIC will assist in the preparation of requisite statement of financial affairs, schedules of assets and liabilities, monthly operating reports disclosure statement analyses, or other financial analyses as may be reasonably necessary in conjunction with such proceedings; i. provide litigation support services as requested by the Debtors' counsel; j. at the request of the Debtors, assist their management and counsel in the review of any threatened or unforeseen litigation, contingent liabilities, and related regulatory or submission requirements; k. other financial advisory services, as requested by the Debtors. B. Transaction Support Services a. develop and identify potential sale alternatives based on current market conditions, including the alternative execution mechanics of out-of-court versus in-court processes; b. prepare solicitation materials including management presentations describing the Debtors' business, historical and projected financial results, and potential transaction synergies with prospective acquirors; c. develop and maintain an electronic data-room to facilitate the due diligence review of potential acquirors; d. participate in negotiations with prospective acquirers regarding the terms of a sale transaction; e. supporting the Debtors and their counsel in drafting definitive documentation and supporting schedules; f. other support as may be requested to facilitate and close a transaction. The firms will be paid at these rates: Senior Managing Directors/Senior Advisors $925 - $1175 Managing Directors $735 - $895 Vice Presidents/Assoc. Directors/Directors $545 - $725 Associates/Analysts/Sr. Associates $295 - $525 Administrative/Paraprofessionals $150 - $290 In the 90 days prior to the petition date, the firms received payments totaling $951,487.50 for professional services performed for the Debtors and expenses incurred. The firms collected a $500,000 retainer on account of their hourly compensation and applied the said amount to the pre-bankruptcy amounts owed. The firms still hold $498,065, which will be held until the end of the cases to be applied to their final invoice or until otherwise approved by the court. In addition, the firms received but not yet applied a $500,000 retainer. Gregory Hagood, a SOLIC senior managing director, disclosed in a court filing that the firms are "disinterested" as the term is defined in Section 101(14) of the Bankruptcy Code. The firms can be reached at: Gregory Hagood SOLIC Capital Advisors, LLC SOLIC Capital, LLC 425 West New England Avenue, Suite 300 Winter Park, FL 32789 Tel: (847) 583-1618 Email: info@soliccapital.com About American Virtual Cloud Technologies American Virtual Cloud Technologies, Inc., and its affiliates offer cloud-based business communication services to customers looking to transition business-critical services, phone services and other business applications to the cloud. Its "Kandy" product is one of the largest pure-play providers of unified communications as a service (UCaaS), communications platform as a service (CPaaS), and Microsoft Teams Direct Routing as a Service (DRaaS) for blue-chip enterprise customers such as AT&T, IBM/Kyndryl, and Etisalat. American Virtual Cloud Technologies and affiliates AVCtechnologies USA, Inc. and Kandy Communications, LLC sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-10022) on Jan. 11, 2023. The Debtors disclosed $31,122,000 in total assets and $13,641,000 in total debt as of Sept. 30, 2022. Judge Mary F. Walrath oversees the cases. The Debtors tapped Cole Schotz P.C. as legal counsel; SOLIC Capital Advisors, LLC and SOLIC Capital, LLC as financial advisors; and Northland Securities as investment banker. Kroll Restructuring Administration, LLC is the claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' cases. Saul Ewing, LLP and Dundon Advisers, LLC serve as the committee's legal counsel and financial advisor, respectively. AMOROSO'S BAKING: SSG Advises on Recapitalization ------------------------------------------------- SSG Advisors, LLC (SSG) acted as the investment banker to Amoroso's Baking Company and Quattro Foods Group, LLC (collectively Amoroso's or the Company) in the Company's recapitalization. The funding was used to refinance existing indebtedness and provide additional liquidity for growth. The transaction closed in January 2023. Established in 1904 and headquartered in Bellmawr, New Jersey, Amoroso's is a Greater Philadelphia-based, fully-integrated manufacturer and distributor of hearth-baked bread, rolls and bagels. Amoroso's is known for its high-quality end products and is one of North America's largest family-owned bakeries. The Company is a leader in the space and a partner of choice for numerous middle-market and blue-chip wholesale/retail companies in all 50 states and several foreign countries. SSG was retained in October 2022 to assist with the refinancing of the Company's existing indebtedness. After receiving and evaluating numerous competitive term sheets, SSG's experience working with the Company and its shareholders in facilitating a flexible financing alternative resulted in a transaction that retired its traditional bank debt, while providing incremental liquidity to support various growth initiatives. Other professionals who worked on the transaction include: * Rosemary J. Loverdi, Roger F. Wood, Joseph H. Jacovini, Graham R. Laub, Lawrence G. McMichael and Anne Marie Aaronson of Dilworth Paxson LLP, counsel to the Company; and * Michael E. Jacoby and Kevin Barr of Phoenix Management Services Inc., financial advisor to the Company. ASTRO ONE: Moody's Lowers CFR to 'Ca', Outlook Negative ------------------------------------------------------- Moody's Investors Service downgraded Astro One Acquisition Corporation's Corporate Family Rating to Ca from Caa1, its Probability of Default Rating to Ca-PD from Caa1-PD, senior secured first lien term loan to Ca from Caa1 and senior secured second lien term loan to C from Caa3. The outlook is negative. The downgrades reflect Astro One's heightened liquidity and default risks, including the high potential for a distressed exchange. The downgrades also reflect weak recovery prospects for Astro One's creditors if there is a default. Moody's believes weak operating performance, very high financial leverage that is expected to increase further, and negative free cash flows create an unsustainable capital structure. Consumer demand for durable pet products remains soft amid inflationary pressures, excess inventory in the retail channel, and manufacturing inefficiencies that will continue to pressure earnings over the next 12 months, resulting in negative free cash flow and increasing reliance on the external ABL facility to fund operations. Without a material improvement in operating performance and meaningful debt reduction, Moody's expects Astro One's capital structure to become increasingly unsustainable. Moody's adjusted debt/EBITDA has increased above 15x as of December 2022. As a result of the current operating environment Astro One's financial flexibility is diminished. Moody's expects operating performance to improve moderately in the fiscal year ended June 2024 due to lower raw material costs, but cash interest has increased significantly and to a level that is not supported by projected EBITDA. Moody's expects weak liquidity over the next twelve months. Astro One has a minimal $1 million cash balance as of December 2022 and is heavily reliant on the revolver to fund operations and debt service. Free cash flow will remain pressured over the next year driven by reduced earnings and a rising interest burden. Astro One's free cash flow was bolstered by a reduction in inventories in the second quarter, but Moody's believes further inventory reductions will not be sufficient to offset weak earnings and high interest. Moody's expects free cash flow to be roughly negative $30 million in the second half of fiscal June 2023 and negative $30 to $40 million in the fiscal year ending June 2024. The company had roughly $66 million of availability under the $110 million asset-based revolving credit facility factoring in borrowing base limitations and $32 million of borrowings as of December 2022. Moody's projects revolver borrowings will increase further to fund the free cash flow deficit, and availability will likely be further lowered with inventory depletion reducing the borrowing base. Astro One's revolving credit facility is subject to a springing minimum 1.0x fixed charge coverage ratio (FCCR) that is triggered if availability is less than the greater of 10% or line cap of $8.8 million. Because Moody's expects the FCCR will be below 1.0x, revolver access will be constrained because triggering the covenant would likely lead to a covenant violation. While there are no upcoming final maturities until the revolving credit facility expires in October 2026, the company's $5.25 million of required annual term loan amortization creates a cash need that further weakens liquidity. Downgrades: Issuer: Astro One Acquisition Corporation Corporate Family Rating, Downgraded to Ca from Caa1 Probability of Default Rating, Downgraded to Ca-PD from Caa1-PD Senior Secured 1st Lien Term Loan, Downgraded to Ca (LGD3) from Caa1 (LGD3) Senior Secured 2nd Lien Term Loan, Downgraded to C (LGD5) from Caa3 (LGD5) Outlook Actions: Issuer: Astro One Acquisition Corporation Outlook, Remains Negative RATINGS RATIONALE Astro One's Ca CFR reflects Moody's view that default risk is elevated due to weak operating performance, very high leverage and negative free cash flow with a rising interest burden that makes the capital structure unsustainable. Moody's expects that demand for the company's products will remain weak over the next year as consumer spending is softer amid inflationary pressures. The company's aggressive financial policy with very high and unsustainable financial leverage, exposure to rising interest rates and negative free cash flow that is creating high revolver reliance to fund cash needs. Demand for Astro's products, which are mostly discretionary in nature, is softening, as consumers are faced with a high inflationary environment and new pet adoptions are slowing, returning to pre-pandemic levels. The ratings are also constrained by the company's considerable concentration of revenues with its largest customers. Moody's adjusted debt/EBITDA has deteriorated to above 15x as of December 2022. Credit metrics will remain weak even with a modest earnings improvement over the next 12 months. The credit challenges are partially balanced by Astro One's solid market position within the durable pet products sector, leading market positions in selected hard goods segments (kennels, food storage, feeding & watering), domestic manufacturing and vertical integration, including in-house resin production capabilities. Despite macro pressures, Moody's believes consumable categories such as treats & chews will continue to drive demand, partially mitigating the demand slowdown in more discretionary categories. Earnings pressure will lead to negative free cash generation and limit the ability to reduce debt/EBITDA, which Moody's expects will increase above 20x in fiscal June 2023 and 2024. The CIS-5 and governance issuer profile score of G-5 reflect Moody's view that the company's aggressive financial policies and weak earnings are leading to negative free cash flow and an unsustainable capital structure that is creating high risk of a distressed exchange or other default. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook reflects the headwinds Astro One faces in reversing the meaningful deterioration in profitability, free cash flow and credit metrics given the inflationary and demand pressures the company is experiencing. The negative outlook also reflects Moody's view that without a meaningful recovery in operating performance and cash flow, Astro One's capital structure is unsustainable, and that risk of a distressed exchange or other debt restructuring is elevated. Ratings could be downgraded if estimated recovery values continue to deteriorate beyond the current expectations or if liquidity weakens. An upgrade is unlikely given the negative outlook, but ratings could be upgraded if the company materially improves revenue and earnings and generates sustainable free cash flow that is sufficient to meet debt service and improve liquidity. The principal methodology used in these ratings was Consumer Durables published in September 2021. Astro One Acquisition Corporation (founded in 1959 as Doskocil Manufacturing, Inc., Petmate, headquartered in Arlington, TX) is a manufacturer of various durable pet supplies products in the United States, with a diversified product portfolio such as hard goods (kennels, feeding & watering, food storage), toys, outdoor/soft goods (shelters, bedding, wire kennels, collars & leashes) and others. Products are sold across multiple channels such as e-commerce, mass merchandisers, specialty retail, warehouse, and others. Astro One was acquired by private equity firm Platinum Equity in September 2021 and the company purchased Cosmic Pet in October 2021. Annual revenues are approximately $450 million. ATG LABORATORIES: Taps Law Office of Mark S. Roher as Counsel ------------------------------------------------------------- ATG Laboratories Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ The Law Office of Mark S. Roher, PA. The Debtor requires legal counsel to: (a) give advice regarding the Debtor's powers and duties in the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare legal papers; (d) protect the interest of the Debtor in all matters pending before the court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. The firm will be paid at an hourly rate of $500 and will be reimbursed for out-of-pocket expenses incurred. It received a retainer in the amount of $25,000. As disclosed in court filings, The Law Office of Mark S. Roher is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark S. Roher, Esq. Law Office of Mark S. Roher, PA 1806 N. Flamingo Road, Suite 300 Pembroke Pines, FL 33028 Telephone: (954) 353-2200 Email: mroher@markroherlaw.com About ATG Laboratories Corp. ATG Laboratories Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-10244) on Jan. 12, 2023, with as much as $100,000 in both assets and liabilities. Judge Erik P. Kimball oversees the case. The Law Office of Mark S. Roher, P.A. is the Debtor's counsel. AUSPICIOUS INC: Seeks to Hire Ronald Cutler as Legal Counsel ------------------------------------------------------------ Auspicious, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Ronald Cutler P.A. to handle its Chapter 11 case. Ronald Cutler, Esq., will be paid an hourly fee of $350 for his services. The firm does not represent any interest adverse to the Debtor or its bankruptcy estate, according to court filings. The firm can be reached through: Ronald Cutler, Esq. Ronald Cutler P.A. 1162 Pelican Bay Drive Daytona Beach, FL 32119-1381 Phone: (386) 788-4480 Email: thelawoffice@ronaldcutlerpa.com Email: bankruptcy@ronaldcutlerpa.com About Auspicious Inc. Auspicious Inc. is located in 700 Beville Road Daytona Beach, Fla. Auspicious previously sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-05968) on Sept. 7, 2016. Upon the motion of the Debtor, the case was dismissed on Feb. 13, 2017. On Jan. 17, 2023, Auspicious again filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00164). In the petition filed by Auspicious President Michael Lawler, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Grace E. Robson oversees the case. Ronald Cutler, Esq., at Ronald Cutler, PA in Daytona Beach, Fla., is the Debtor's legal counsel. AUTHENTIC BRANDS: S&P Affirms 'B' ICR, Outlook Stable ----------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on U.S.-based Authentic Brands Group LLC (ABG), which incorporates the expectation that leverage will exceed 5x over the long-term as the company and its financial sponsor owners continue to pursue its acquisitive growth strategy. Concurrently, S&P assigned a 'B' issue-level rating to the company's new $1.525 billion first lien term loan and $600 million delayed-draw first-lien term loan. The stable outlook reflects S&P's belief that the company will continue to successfully integrate its most recent acquisitions, and credit metrics will remain largely consistent over the next 12 months, including leverage in the mid-4x area. ABG has announced its financing plans in connection with the potential acquisition of Boardriders Inc. (CCC/Negative/--), designer and distributor of action sports apparel, footwear, and accessories under a portfolio of brands, including Quiksilver, Billabong, DC, Roxy, RVCA, and Element, for a total consideration of about $1.25 billion. Despite the company's increased debt burden to fund the sizable acquisition of Boardriders, S&P expects the transaction to be largely leverage-neutral. However, the acquisitive growth strategy continues to illustrate ongoing aggressive financial policies and expectation for leverage exceeding 5x in the longer term. S&P said, "We estimate pro forma leverage, assuming the $600 million delayed draw term loan is fully drawn, for the acquisition to be in the mid-4x area for fiscal 2023, largely similar to ABG's S&P Global Ratings-adjusted leverage as of fiscal 2022 (estimated due to preliminary financial results). Though this remains below our expectation of leverage to remain at or above 5x, the acquisition of Boardriders further cements the company's increased pace and size of acquisitions over the past two years, which, coupled with increased debt for both mergers and acquisitions (M&A) and shareholder returns, continues to support our expectation for continued aggressive financial policies. Before 2021, the company's annual acquisition spending was $300 million, which was modestly lower than in 2018, when it made six acquisitions, including the remainder of Aeropostale, Nine West, and Nautica. The $1.25 billion acquisition of Boardriders will be the company's second-largest acquisition to date in terms of purchase price and comes shortly after its acquisition of Reebok in early 2022. In addition, both transactions come on the heels of the company completing the acquisitions of 55% of the David Beckham brand for $200 million and most recently, Ted Baker, both in 2022. The acquisition also follows the company spending $740 million on transactions, using cash, debt, and equity in 2021. However, we note that the debt-free nature of the Ted Baker transaction, combined with the EBITDA contribution from these acquisitions have somewhat de-leveraged the business over the course of 2022 and into 2023. While we expect the new $600 million incremental debt issuance to increase leverage slightly to 4.6x on a pro forma basis from 4.4x at the end of 2022, we believe that the company's appetite for debt-funded acquisitions will contribute to our continued expectation of leverage at or above 5x in the long-term." In addition to funding the recent pick up in larger-size M&A, the proposed raising of debt will also refinance the company's existing $1.5 billion term loan that originally matured in April 2024, extending it out to December 2028, and will also extend the maturity of the company's revolving credit facility (upsized from $150 million to $240 million) by five years. S&P views this positively because the maturities are being addressed ahead of becoming current, pushing out the company's next maturity wall to 2028. S&P said, "We expect the integration of Boardriders will follow ABG's proven playbook in establishing licensing agreements. Despite ABG's management team's expertise in brand management, we expect larger-than-normal execution risk as it looks to restructure and transform the now financially pressured Boardriders brand. "We believe ABG has an established track record of integrating acquisitions, demonstrated by its ability to increase annual revenue to more than $1 billion in six years by licensing out brands that were previously mismanaged or under financial duress. We expect ABG to quickly benefit from the realization of guaranteed minimum royalty commitments and existing licensing revenue after the close of the transaction. To improve Boardriders' underlying revenue and profitability, which has suffered since the onset of the COVID-19 pandemic, we expect ABG to transform the brand into the broader lifestyle category from one focused on action sports. This would entail reversing the consolidation strategy under previous ownership and deconsolidating the existing brand portfolio for licensing out to various partners in Boardriders' brand regions. We expect that this will bring a further, but more gradual, top-line benefit, as ABG licenses off each existing business and captures opportunities from taking these brands into adjacent categories." Whereas most of ABG's previous acquisitions continued to have one or more license partners assuming operations at the close of the transaction, the acquisition of Boardriders would likely require ABG to continue providing some services to the underlying licensees for some period of time, while being responsible for the associated costs in the restructuring effort, along with any related costs that are not transferred to licensees. Along with the inherent execution risk given the competitive landscape, we believe the process of turning around the previously neglected Boardriders brand could prove a more daunting task than ABG's previous targets. The company's strong profitability and asset-light business model as a brand management company continue to support good cash flow generation despite ongoing cost inflation and working capital pressures throughout the rest of the industry. ABG's licensing model earns guaranteed minimum royalties for the use of its brands, thereby providing a stable and predictable stream of recurring revenue through multi-year contracts. Moreover, since the licensee is responsible for the design, manufacturing, logistics, and working-capital management, the company can maintain a very lean cost structure. While the company was able to leverage its primarily variable cost structure at the start of the pandemic to cut costs quickly while maintaining profitability and liquidity, it continues to benefit from this model as others across the industry grapple with inflationary cost pressures and struggle to balance working capital and inventory levels. As such, S&P expects the company to generate discretionary cash flow (free cash flow after tax distributions) of at least $400 million in fiscals 2023 and 2024 after being negative in 2021 due to the sizable $500 million distribution to shareholders, in addition to the $125 million spent that year for tax purposes. ABG's asset-lite model also contributes to its typically modest annual capital expenditure (capex) requirements that further allow for good cash flow generation. The stable outlook reflects S&P's belief that the company will continue to successfully integrate its most recent acquisitions, and credit metrics will remain largely consistent within its expectations of the mid-4x area over the next 12 months. However, given the company's continued acquisitive nature, S&P continues to expect it to operate with long-term leverage of at or above 5x. S&P could lower the ratings if leverage is sustained above 7x. This could occur if: -- The company adopted a more aggressive financial policy by funding large, debt-financed acquisitions or dividends; -- The company could not generate expected levels of royalty income because it encountered difficulties integrating its recent acquisitions or it failed to renew some of its key licenses; or -- The company issued more debt without sufficient incremental EBITDA from acquisitions. Although unlikely given ABG's financial-sponsor ownership and its strategy of augmenting growth through acquisitions, S&P could raise its ratings if: -- The company demonstrated a commitment to a financial policy consistent with maintaining leverage below 5x; and -- The company reduced leverage to, and sustained it below, 5x as a result of organic growth and paying debt with cash flows. ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis of Authentic Brands Group LLC, as it is for most rated entities owned by private equity sponsors. We believe the company's highly leveraged financial risk profile reflects corporate decision-making that prioritizes the interests of the controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns." AVAYA INC: Expedited Confirmation of $3.4B Chapter 11 Plan Okayed ----------------------------------------------------------------- Avaya Inc. secured tentative approval Wednesday, February 15, 2023, for a high-speed run through Chapter 11 in Texas, aimed at jettisoning by late March some $2.6 billion, or about 75%, of its $3.4 billion debt under a plan that includes a stockholder wipeout. Judge David R. Jones ordered that the combined hearing, at which time this Court will consider, among other things, final approval of the adequacy of the Disclosure Statement and confirmation of the Plan, shall be held on March 22, 2023, at 10:00 a.m., prevailing Central Time. The Disclosure Statement is conditionally approved and its use in the Debtors’ prepetition solicitation of acceptances of the Plan is approved. Any objections to adequacy of the Disclosure Statement and confirmation of the Plan must be filed on or before March 17, 2023, at 4:00 p.m., prevailing Central Time. The Court approved this confirmation schedule: * Voting Record Date: February 9, 2023 * Solicitation Commencement Date: February 14, 2023 * Voting Deadline: March 17, 2023, at 4:00 p.m., prevailing Central Time * Opt-Out Deadline: March 17, 2023, at 4:00 p.m., prevailing Central Time * Objection Deadline: March 17, 2023, at 4:00 p.m., prevailing Central Time ; * Combined Hearing: March 22, 2023 at 10:00 a.m., prevailing Central Time 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 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. 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 Feb. 14, 2023. The Hon. David R. Jones oversees the cases. 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. Ropes & Gray LLP, led by Mark Somerstein and Patricia Chen, serve as counsel to Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent under the DIP Term Loan. A group of lenders is represented by Akin Gump Strauss Hauer & Feld LLP, Centerview Partners LP and Alvarez & Marsal North America, LLC. Another group of lenders is represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP, Glenn Agre Bergman & Fuentes LLP, and FTI Consulting, Inc. Davis Polk & Wardwell LLP, led by Brian M. Resnick and Michael Pera, is counsel to Goldman Sachs Bank USA, as administrative agent and collateral agent under the Prepetition Term Loan. BAUSCH HEALTH: Nomura Holdings Has 7.2% Stake as of Feb. 14 ----------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Nomura Holdings Inc. disclosed that as of February 14, 2023, Nomura and its affiliated entity, Nomura Global Financial Products, Inc., may be deemed to beneficially own 13,030,352 shares of Common Stock of Bausch Health Cos. Inc., representing approximately 7.2% of the outstanding shares. A full-text copy of the regulatory filing is available for free at https://tinyurl.com/4jnpab56 About Bausch Health Companies Inc. Bausch Health Companies Inc develops drugs for unmet medical needs in central nervous system disorders, eye health and gastrointestinal diseases, as well as contact lenses, intra ocular lenses, ophthalmic surgical Bausch equipment, and aesthetic devices. In October 2022, the Company completed a debt exchange that resulted in a reduction in unsecured debt of approximately $5.4 billion, with first-lien secured debt of Bausch Health rising by $1.8 billion and new second lien debt of Bausch Health of $352 million. Fitch Ratings downgraded Bausch Health Companies' and Bausch Health America's issuer default ratings to 'RD' from 'C' and upgraded the IDRs to 'CCC' following completion of the distressed exchange. Bausch Health's 'CCC' IDRs reflect Fitch's view that there is substantial credit risk and default is a real possibility despite the debt reduction achieved in the exchange and the lack of debt maturities until late 2025. A material portion of cash flows derived from XIFAXAN are at-risk and default and refinancing risk would increase further should Bausch Health advance its separation of Bausch + Lomb (BLCO) and/or before a favorable resolution of XIFAXAN, according to Fitch. Moody's Investors Service also downgraded certain ratings of Bausch Health, including the senior secured first lien rating to Caa1 from B3 and the senior unsecured rating to Ca from Caa3. At the same time, Moody's affirmed Bausch Health's Caa2 Corporate Family Rating, Caa3 senior secured second lien rating, and Caa3-PD Probability of Default Rating. Moody's views the debt exchange transaction as a distressed exchange, which is an event of default under Moody's definition. Moody's said the downgrades of Bausch Health's senior secured first lien rating to Caa1 from B3 and senior unsecured rating to Ca from Caa3 reflect the capital structure shift following the debt exchange, which weakens coverage for both secured and unsecured lenders. Meanwhile, S&P Global Ratings raised its issuer credit rating on Bausch Health to 'CCC+' from 'SD'. The outlook is stable. S&P said, "We assigned our 'B-' issue-level rating to the new first-lien notes and 'CCC' issue-level rating to the new second-lien notes. The recovery ratings are '2' (70% to 90%; rounded estimate: 80%) and '5' (10% to 30%; rounded estimate: 10%), respectively. "We lowered our issue-level ratings on BHC's existing secured debt to 'B-' from 'B' to reflect the increased proportion of secured debt in the capital structure. We raised our issue-level ratings on the existing unsecured debt to 'CCC' from 'D'. "The stable outlook reflects our expectation for mid-single-digit percentage revenue growth and stable EBITDA margins over the next 12 months, supporting FOCF of over $1 billion. It also reflects our expectation for sufficient liquidity to cover all fixed costs for at least the next several years, despite our view that the capital structure may be unsustainable over the longer term." As of September 30, 2022, the Company had $26.3 billion in total assets and $25.9 billion in total liabilities. BAUSCH HEALTH: Reports 89% Stake in Bausch + Lomb as of Feb. 14 --------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Bausch Health Cos. Inc. disclosed that as of February 14, 2023, it beneficially owns 310,449,643 shares of common stock of Bausch + Lomb Corporation, representing 88.7% of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://tinyurl.com/mry5sne9 About Bausch+Lomb Corp. Bausch + Lomb Corporation is a subsidiary of Bausch Health Companies Inc. and is a global eye health company based in Canada. In August 2022, S&P Global Ratings lowered its issuer credit rating on Bausch + Lomb (B+L) to 'CCC+' from 'B'. This rating action reflects a similar action S&P took at its ultimate parent, Bausch Health Cos. Inc. (BHC). S&P said, "We cap our rating on B+L to that of BHC, because we do not consider B+L an insulated subsidiary and believe the relatively weaker parent could divert assets from B+L or burden it with liabilities during financial stress." Bausch Health has 'CCC+' issuer credit rating. "We continue to expect the remaining ownership will be transferred to Bausch Health's shareholders eventually, at which point the rating may no longer be tied to the parent and we could raise the rating in line with our stand-alone credit profile on B+L of 'bb+'." In December 2022, S&P raised its ratings on B+L, including the issuer credit rating, by one notch to 'B-' from 'CCC+' after B+L was designated an unrestricted subsidiary by the parent. The outlook is positive, reflecting the possibility that B+L will be completely separated from BHC over the next 12 months, which, S&P said could lead the firm to raise the rating by multiple notches. S&P said, "We view B+L as partially insulated from parent BHC. While we previously capped our rating on B+L at the level of its parent BHC, we believe the decision to designate B+L as unrestricted points to growing independence for the subsidiary. This is supported by B+L's operating and financial independence from BHC, our belief that there is a strong economic basis for the credit strength of B+L to be preserved, and our expectation that a default at BHC will not lead to a default at B+L. However, given BHC's 89% ownership of B+L and limited outside shareholder influence, we believe that B+L's credit quality is still negatively affected by its parent BHC. Given our view that B+L's stand-alone credit profile is stronger than that of BHC, we now cap our rating on B+L at 'B-', one notch above our 'CCC+' rating on BHC." About Bausch Health Companies Inc. Bausch Health Companies Inc develops drugs for unmet medical needs in central nervous system disorders, eye health and gastrointestinal diseases, as well as contact lenses, intra ocular lenses, ophthalmic surgical Bausch equipment, and aesthetic devices. In October 2022, the Company completed a debt exchange that resulted in a reduction in unsecured debt of approximately $5.4 billion, with first-lien secured debt of Bausch Health rising by $1.8 billion and new second lien debt of Bausch Health of $352 million. Fitch Ratings downgraded Bausch Health Companies' and Bausch Health America's issuer default ratings to 'RD' from 'C' and upgraded the IDRs to 'CCC' following completion of the distressed exchange. Bausch Health's 'CCC' IDRs reflect Fitch's view that there is substantial credit risk and default is a real possibility despite the debt reduction achieved in the exchange and the lack of debt maturities until late 2025. A material portion of cash flows derived from XIFAXAN are at-risk and default and refinancing risk would increase further should Bausch Health advance its separation of Bausch + Lomb (BLCO) and/or before a favorable resolution of XIFAXAN, according to Fitch. Moody's Investors Service also downgraded certain ratings of Bausch Health, including the senior secured first lien rating to Caa1 from B3 and the senior unsecured rating to Ca from Caa3. At the same time, Moody's affirmed Bausch Health's Caa2 Corporate Family Rating, Caa3 senior secured second lien rating, and Caa3-PD Probability of Default Rating. Moody's views the debt exchange transaction as a distressed exchange, which is an event of default under Moody's definition. Moody's said the downgrades of Bausch Health's senior secured first lien rating to Caa1 from B3 and senior unsecured rating to Ca from Caa3 reflect the capital structure shift following the debt exchange, which weakens coverage for both secured and unsecured lenders. Meanwhile, S&P Global Ratings raised its issuer credit rating on Bausch Health to 'CCC+' from 'SD'. The outlook is stable. S&P said, "We assigned our 'B-' issue-level rating to the new first-lien notes and 'CCC' issue-level rating to the new second-lien notes. The recovery ratings are '2' (70% to 90%; rounded estimate: 80%) and '5' (10% to 30%; rounded estimate: 10%), respectively. "We lowered our issue-level ratings on BHC's existing secured debt to 'B-' from 'B' to reflect the increased proportion of secured debt in the capital structure. We raised our issue-level ratings on the existing unsecured debt to 'CCC' from 'D'. "The stable outlook reflects our expectation for mid-single-digit percentage revenue growth and stable EBITDA margins over the next 12 months, supporting FOCF of over $1 billion. It also reflects our expectation for sufficient liquidity to cover all fixed costs for at least the next several years, despite our view that the capital structure may be unsustainable over the longer term." As of September 30, 2022, the Company had $26.3 billion in total assets and $25.9 billion in total liabilities. BERTUCCI'S RESTAURANTS: Committee Gets OK to Hire Financial Advisor ------------------------------------------------------------------- The official committee of unsecured creditors of Bertucci's Restaurants, LLC received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Glassratner Advisory & Capital Group, LLC as its financial advisor. The committee requires a financial advisor to: a. review and evaluate the Debtor's current financial condition, business plans, and cash and financial forecasts, and periodically report to the committee regarding the same; b. review the Debtor's cash management, tax sharing and intercompany accounting systems, practices and procedures; c. review and investigate (i) related party transactions, including those between the Debtor and non-debtor subsidiaries and affiliates (including, but not limited to, shared services expenses and tax allocations) and (ii) selected other pre-bankruptcy transactions; d. identify or review potential preference payments, fraudulent conveyances and other causes of action that the estate may hold against third parties; e. analyze the Debtor's assets and claims, and assess potential recoveries to the various creditor constituencies under different scenarios; f. evaluate any proposed sale process and related bids and participate in any meetings with bidders or auction, as required; g. assist in the development or review of the Debtor's plan of reorganization and disclosure statement; h. review and evaluate court motions filed or to be filed by the Debtor or any other parties in interest, as appropriate; i. render expert testimony and litigation support services, including e-discovery services, as requested from time to time by the committee and its counsel, regarding any of the matters to which the firm is providing services; j. attend committee meetings and court hearings; and k. assist with such other matters as may be requested that fall within the firm's expertise and that are mutually agreeable. The firm will be paid at these rates: Susan M. Smith, Managing Director $450 per hour Mike McGovern, Director $350 per hour Karyn Kalita, Senior Associate $275 per hour As disclosed in court filings, Glassratner is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Susan M. Smith, CPA GlassRatner Advisory & Capital Group, LLC d/b/a B. Riley Advisory Services 315 South Plant Avenue Tampa, FL 33606 Tel: (813) 440-6341 Email: smsmith@brileyfin.com About Bertucci's Restaurants Bertucci's Restaurants LLC -- https://www.bertuccis.com -- doing business as Bertucci's Brick Oven Pizza & Pasta, is an American chain of restaurants offering pizza and Italian food. The company is based in Orlando, Fla. Bertucci's Restaurants filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04313) on Dec. 5, 2022. In the petition filed by Jeffrey C. Sirolly, secretary, the Debtor reported assets between $10 million and $50 million and liabilities between $50 million and $100 million. Judge Grace E. Robson oversees the case. R. Scott Shuker, Esq., at Shuker & Dorris, PA serves as the Debtor's counsel. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors in the Debtor's Chapter 11 case on Jan. 9, 2023. Foley & Lardner, LLP and Glassratner Advisory & Capital Group, LLC serve as the committee's legal counsel and financial advisor, respectively. BISTRO 1804: Taps Law Office of Rachel S. Blumenfeld as Counsel --------------------------------------------------------------- Bistro 1804, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ The Law Office of Rachel S. Blumenfeld as counsel. The Debtor requires legal counsel to: a. give advice with respect to the powers and duties of the Debtor and the continued management of the Debtor's property and affairs; b. negotiate with creditors and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan; c. prepare legal papers; d. appear before the bankruptcy court; e. represent the Debtor, if need be, in connection with obtaining post-petition financing; f. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and g. other necessary legal services. Rachel Blumenfeld, Esq., the main attorney handling the case will be paid at the rate of $525 per hour. In addition, her firm will be reimbursed for out-of-pocket expenses incurred. The Debtor paid the firm a retainer in the sum of $19,700, which includes the $1,738 filing fee. Ms. Blumenfeld disclosed in a court filing that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Rachel S. Blumenfeld, Esq. Law Office of Rachel S. Blumenfeld, PLLC 26 Court Street, Suite 2220 Brooklyn, NY 11242 Tel: (718) 858-9600 Email: rblmnf@aol.com About Bistro 1804 Inc. Bistro 1804 Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-40053) on Jan. 9, 2023, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Elizabeth S. Stong oversees the case. The Law Office of Rachel S. Blumenfeld, PLLC is the Debtor's bankruptcy counsel. BODY TEK: Seeks to Hire Susan D. Lasky as Bankruptcy Counsel ------------------------------------------------------------ Body Tek Fitness and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Susan D. Lasky PA to serve as legal counsel in their Chapter 11 cases. The firm's services include: a. advising the Debtors regarding their powers and duties and the continued management of their financial affairs; b. advising the Debtors with respect to their responsibilities in complying with the U.S. trustee's operating guidelines and reporting requirements and with the rules of the court; c. preparing legal papers; d. protecting the interest of the Debtors in all matters pending before the court; and e. representing the Debtors in negotiation with their creditors in the preparation of a Chapter 11 plan. Susan D. Lasky will be paid at these rates: Attorneys $400 per hour Paralegals $200 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. As disclosed in court filings, Susan D. Lasky is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Susan D. Lasky, Esq. Susan D. Lasky PA 320 S.E. 18th St Ft. Lauderdale, FL 33316 Tel: (954) 400-7474 Fax: (954) 206-0628 Email: Sue@SueLasky.com About Body Tek Fitness Body Tek Fitness Inc. is a Wilton Manors, Florida-based gym chain. Body Tek Fitness, Inc., sought protection under Chapter 11 of the Bankruptcy Code (S.D. Fla. Case No. 23-10936) on Feb 3. 2023, with up to $100,000 in assets and up to $1 million in liabilities. Judge Scott M. Grossman oversees the case. Susan D. Lasky P.A. is the Debtor's legal counsel. BOLTA US LTD: Committee Gets OK to Hire Maples Law Firm as Counsel ------------------------------------------------------------------ The official committee of unsecured creditors of Bolta US Ltd. seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Maples Law Firm, PC as its legal counsel. The firm's services include: a. assisting, advising and representing the committee in its consultations with the Debtor regarding the administration of the Debtor's Chapter 11 case; b. assisting, advising and representing the committee with respect to the Debtor's retention of professionals and advisors in connection with the Debtor's business and the case; c. assisting, advising and representing the committee in analyzing the Debtor's assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales, any asset dispositions, financing arrangements and cash collateral stipulations or proceedings; d. assisting, advising and representing the committee in any manner relevant to reviewing and determining the Debtor's rights and obligations under leases and other executory contracts; e. assisting, advising and representing the committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtor, the Debtor's operations and the desirability of the continuance of any portion of those operations, and any other matters relevant to the case or to the formulation of a Chapter 11 plan; f. assisting, advising and representing the committee in connection with any sale of the Debtor's assets; g. assisting, advising and representing the committee in its participation in the negotiation, formulation or objection to any plan of liquidation or reorganization; h. advising the committee regarding its powers and duties under the Bankruptcy Code and the Bankruptcy Rules; i. assisting, advising and representing the committee in the evaluation of claims and on any litigation matters, including avoidance actions; and j. other necessary legal services. The firm will be paid at these rates: Stuart M. Maples, Esq. $495 per hour Associates and Law Clerks $250 per hour Paralegals $100 to $245 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Stuart Maples, Esq., a partner at Maples Law Firm, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Stuart M. Maples, Esq. Maples Law Firm, P.C. 200 Clinton Avenue West, Suite 1000 Huntsville, AL 35801 Tel: (256) 489-9779 Fax: (256) 489-9720 Email: smaples@mapleslawfirmpc.com About Bolta US Ltd. Bolta US Ltd., an auto parts manufacturer in Tuscaloosa, Ala., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-70042) on Jan. 13, 2023. In the petition signed by its chief restructuring officer, Jeffrey Truitt, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Jennifer H. Henderson oversees the case. The Debtor tapped Stephen Gross, Esq., at McDonald Hopkins, LLC as bankruptcy counsel; Rosen Harwood, P.C. as local bankruptcy counsel; Winter McFarland, LLC as special counsel; and Donnelly Penman & Partners as investment banker. The U.S. Bankruptcy Administrator for the Northern District of Alabama appointed an official committee to represent unsecured creditors in the Debtor's case. The committee is represented by Maples Law Firm, PC. CARIBBEAN BANANA: Has Until March 2 to File Disclosure and Plan --------------------------------------------------------------- Judge Maria De Los Angeles Gonzalez has entered an order granting the Caribbean Banana Inc.'s motion for an extension of time to file its disclosure statement and plan. The Debtor has until March 2, 2023, to file a disclosure statement and plan of reorganization in order to meet the 300-day term provided in Section 1121(e)(2) of the Bankruptcy Code. About Caribbean Banana Caribbean Banana, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-01302) on May 6, 2022, listing as much as $500,000 in both assets and liabilities. Honorable Bankruptcy Judge Maria De Los Angeles Gonzalez oversees the case. Enrique Almeida Bernal, Esq., and Zelma B. Davila, Esq., at Almeida & Davila, P.S.C., are the Debtor's bankruptcy attorneys. CAVALIER PHARMACY: Seeks to Hire Rodefer Moss & Co. as Accountant ----------------------------------------------------------------- Cavalier Pharmacy, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Virginia to employ Rodefer Moss & Co., PLLC as its accountant. The Debtor requires an accountant to assist in its financial planning; give advice regarding its financial reporting obligations; and prepare required tax returns for filing with appropriate governmental authorities. The firm will be paid at these rates: Brian Blanton, CPA $360 per hour Charles Lawson, CPA $220 per hour Austin Johnson, CPA $125 per hour Support Staff $55 per hour Rodefer Moss is a "disinterested person" as defined by Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Brian K. Blanton, CPA Rodefer Moss & Co., PLLC 612 Trent Street NE Norton, VA 24273 Phone: (276) 679-2780 Fax: (276) 679-7445 About Cavalier Pharmacy Cavalier Pharmacy, Inc. is a small neighborhood drugstore in Martinsville, Va. Cavalier Pharmacy filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 23-70004) on Jan. 4, 2022, with $1 million to $10 million in both assets and liabilities. Jennifer McLain McLemore has been appointed as Subchapter V trustee. Judge Paul M. Black oversees the case. The Debtor is represented by Scot Stewart Farthing, Esq., at Farthing Legal, PC. CBC RESTAURANT: Voluntary Chapter 11 Case Summary ------------------------------------------------- Three affiliates that concurrently filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------- -------- CBC Restaurant Corp. (Lead Case) 23-10245 12700 Park Central Drive Ste 1300 Dallas TX 75251 Corner Bakery Holding Company 23-10246 CBC Cardco, Inc. 23-10247 Business Description: The Debtors operate and franchise quick- casual eateries under the name Corner Bakery Cafe. Chapter 11 Petition Date: February 22, 2023 Court: United States Bankruptcy Court District of Delaware Debtors' Counsel: Mette H. Kurth, Esq. CULHANE MEADOWS PLLC 3411 Silverside Road, Baynard Building Suite 104-13 Wilmington DE 19810 Tel: (302) 289-8839 Ext. 100 Email: mkurth@cm.law Debtors' Financial Advisor & Investment Banker: HILCO TRADING LLC D/B/A HILCO GLOBAL Debtors' Notice, Claims, Balloting Agent and Administrative Advisor KURTZMAN CARSON CONSULTANTS LLC CBC Restaurant's Estimated Assets: $10 million to $50 million CBC Restaurant's Estimated Liabilities: $10 million to $50 million Corner Bakery's Estimated Assets: $10 million to $50 million Corner Bakery's Estimated Liabilities: $10 million to $50 million CBC Cardco's Estimated Assets: $0 to $50,000 CBC Cardco's Estimated Liabilities: $0 to $50,000 The petitions were signed by Jignesh Pandya as CEO & COO. The Debtors failed to include in the petitions lists of their 20 largest unsecured creditors. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CDGSXDI/CBC_Restaurant_Corp__debke-23-10245__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/CKJTDOY/Corner_Bakery_Holding_Company__debke-23-10246__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/CWOZ5MQ/CBC_Cardco_Inc__debke-23-10247__0001.0.pdf?mcid=tGE4TAMA CII PARENT: Seeks to Hire Glenn Agre Bergman as Legal Counsel ------------------------------------------------------------- CII Parent, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Glenn Agre Bergman & Fuentes, LLP. The Debtor requires legal counsel to: a) give advice regarding the Debtor's rights, powers and duties in the continued management of its business; b) negotiate and prepare all necessary agreements, motions and other documents in connection with any debtor-in-possession financing and use of cash collateral; c) attend meetings and negotiate with representatives of creditors and other parties in interest; d) take necessary action to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor and representing the Debtor's interests in negotiations concerning litigation in which the Debtor is involved, including, but not limited to, objections to claims filed against the estate; e) prepare legal papers; f) negotiate and prepare a plan of reorganization and all related documents; g) advise the Debtor in connection with any sale of its assets; h) appear before the bankruptcy court and any appellate courts in connection with the Chapter 11 case; and i) perform other necessary legal services in connection with the Debtor's Chapter 11 case. The hourly rates of the firm's attorneys and staff are as follows: Partners $950 to $1,250 Associates $475 to $825 Paralegals $325 Senior Analysts $375 The firm received from the Debtor a retainer of $400,000. Andrew Glenn, Esq., a partner at Glenn Agre Bergman & Fuentes, 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: Andrew K. Glenn, Esq. Glenn Agre Bergman & Fuentes, LLP 55 Hudson Yards, 20th Floor New York, NY 10001 Telephone: (212) 358-5600 Email: aglenn@glennagre.com About CII Parent CII Parent, Inc., a software publisher in Boston, Mass., filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-11345) on Dec. 27, 2022, with $50 million top $100 million in both assets and liabilities. Thomas Radford, president of CII Parent, signed the petition. Judge Laurie Selber Silverstein oversees the case. The Debtor is represented by Glenn Agre Bergman & Fuentes, LLP and Morris, Nichols, Arsht & Tunnell, LLP. CIRQUE DU SOLEIL: Moody's Raises CFR to B2, Outlook Stable ---------------------------------------------------------- Moody's Investors Service upgraded Cirque du Soleil Holding USA NewCO, Inc.'s corporate family rating to B2 from B3 and the probability of default rating to B2-PD from B3-PD. Moody's also assigned a B2 rating to both Cirque's first lien senior secured term loan due 2030 and the multi-currency revolving credit facility expiring 2028. Proceeds from the term loan will be used to refinance Cirque existing first lien and second lien term loans due 2025 and 2027, respectively. The ratings on the existing first and second lien term loans will be withdrawn upon close of the transaction. The outlook remains stable. "The upgrade primarily reflects Cirque's reduced leverage, which Moody's expect to be 4.2x once the refinancing is complete" said Jason Mercer, Moody's Vice President. "It also reflects the successful relaunch of all of Cirque's resident and touring shows." Upgrades: Issuer: Cirque du Soleil Holding USA NewCO, Inc. Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Assignments: Issuer: Cirque du Soleil Holding USA NewCO, Inc. Backed Senior Secured Bank Credit Facility, Assigned B2 (LGD4) Outlook Actions: Issuer: Cirque du Soleil Holding USA NewCO, Inc. Outlook, Remains Stable RATINGS RATIONALE Cirque's B2 CFR benefits from: 1) a strong operational track record of developing, managing and acquiring shows; 2) good liquidity with proforma cash of over $60 million, positive free cash flow, and a new $100 million committed revolving credit line; 3) a partnership model for resident shows that minimizes capital outlays and supports operational stability; and 4) strong brand recognition and a price model that targets households with high disposable income and thus resilient against recessionary pressures. The rating is constrained by: 1) modest leverage with Moody's adjusted debt to EBITDA estimated to be about 4.0x through to 2023; 2) a geographic concentration of Las Vegas venues, which Moody's estimate accounts for about half of Cirque's EBITDA; and 3) a business concentration that is focused on performing arts. Cirque has good liquidity. Liquidity sources will total nearly $190 million versus expected loan amortization of about $5.5 million over the next 12 months. Liquidity sources consist of cash on hand of about $60 million (post refinancing transaction), a fully available $100 million committed revolving credit facility, as well as Moody's forecast for positive free cash flow of around $30 million over the next twelve months. The new term loan will have no financial covenants and the revolving facility will be subject to springing net leverage covenant after 35% drawn. Cirque's assets are largely encumbered and unavailable to provide additional liqudity. Cirque's proposed senior secured loan due 2030 is rated B2, the same as the CFR because there is no other funded debt in the capital structure. The stable outlook reflects Moody's expectation that Cirque's credit profile will strengthen after the refinancing. It also incorporates Moody's expectations that the company will maintain financial discipline regarding capital expenditures, leverage and shareholder distributions, and maintain good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Cirque's adjusted debt to EBITDA is sustainably maintained below 4x and EBITA to interest is maintained above 2x, the company maintains conservative financial policies with respect to re-leveraging transactions such as acquisitions or dividends, and liquidity remains good with a healthy cash balance and sustained positive free cash flow. The ratings could be downgraded if Cirque experienced a deterioration in its liquidity, in particular, sustained negative free cash flow, or if adjusted debt to EBITDA rises above 5.5x or interest coverage deteriorates below 1.5x for a sustained period. Cirque du Soleil is a provider of unique, live acrobatic theatrical performances operating under three divisions: Resident Show Division (RSD), Touring Show Division (TSD) and Touring, Theatrical and Other (TTO). The principal methodology used in these ratings was Business and Consumer Services published in November 2021. CLOUD VENTURES 1: Taps Davis Ermis & Roberts as Bankruptcy Counsel ------------------------------------------------------------------ Cloud Ventures 1, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Davis Ermis & Roberts, P.C. to handle its Chapter 11 case. The firm will charge $500 per hour for the services of its attorneys and $120 per hour for the services of its legal assistants. In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. As disclosed in court filings, Davis Ermis & Roberts is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ronald W. Roberts, Esq. Craig D. Davis, Esq. Davis Ermis & Roberts, P.C. 1521 N. Cooper, Suite 860 Arlington, TX 76011 Tel: (972) 263-5922 Fax: (972) 262-3264 Email: davisdavisandroberts@yahoo.com About Cloud Ventures 1 Cloud Ventures 1, LLC, doing business as Pipeline Trenchers Group, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Texas Case No. 23-40228) on Jan. 26, 2023, with as much as $1 million in both assets and liabilities. Judge Mark X. Mullin oversees the case. The Debtor is represented by Davis Ermis & Roberts, P.C. COLUMBIA ASTHMA: Seeks to Hire Michael Jay Berger as Legal Counsel ------------------------------------------------------------------ Columbia Asthma & Allergy Clinic I, PC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire the Law Offices of Michael Jay Berger as its bankruptcy counsel. The firm's services include: (a) assisting the Debtor in drafting its bankruptcy schedules, statement of financial affairs, and other necessary documents; (b) assisting the Debtor in complying the requirements of the Office of the U.S. Trustee; (c) communicating with creditors to explain the facts and circumstances surrounding the Debtor's Chapter 11 case, investigate possible claims against the Debtor, and gain its cooperation with regards to the continued business of the Debtor; and (d) other necessary legal services. The hourly rates of the firm's attorneys and staff are as follows: Michael Jay Berger, Esq. $595 Sofya Davtyan, Senior Associate Attorney $545 Carolyn M. Afari, Mid-level Associate Attorney $435 Robert Poteete, Mid-level Associate Attorney $435 Gary Baddin, Bankruptcy Analyst/Field Agent $275 Senior Paralegals and Law Clerks $250 Bankruptcy Paralegals $200 The firm received a $25,000 retainer. Michael Jay Berger, Esq., the sole owner of the Law Offices of Michael Jay Berger, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd., 6th Floor Beverly Hills, CA 90212-2929 Telephone: (310) 271-6223 Facsimile: (310) 271-9805 Email: michael.berger@bankruptcypower.com About Columbia Asthma & Allergy Clinic I 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. CONSOLIDATED ELEVATOR: Taps Lighthouse Consultants as Accountant ---------------------------------------------------------------- Consolidated Elevator Company, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Lighthouse Consultants Inc. as accountant. The Debtor needs an accountant to prepare and provide financial reporting in connection with this Chapter 11 case. The firm received a total of $6,700 from the Debtor. The firm's services are charged as follows: (a) a monthly fee of $700; (b) income tax return preparation fee of $900; and (c) form 1099 preparation fee of $15 for each form and $80 minimum charge; Chris Yau, CPA, the president and senior partner at Lighthouse Consultants, 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: Chris Yau Lighthouse Consultants Inc. 511 South 1st Ave., Ste C Arcadia, CA 91006 Telephone: (626) 462-9693 Email: chrisy128@lighthouse-cpa.com About Consolidated Elevator Company Consolidated Elevator Company, Inc. provides elevator repairs services. Its employees consist of mechanics, salespeople, and support staff. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-15611) on October 14, 2022. In the petition signed by David J. Sandoval, CFO, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Sandra R. Klein oversees the case. Matthew D. Resnik, Esq., at RHM Law, LLP, is the Debtor's counsel. CROSSROAD REALTY: March 29 Public Auction Sale Set -------------------------------------------------- Brian T. Egan, Esq. at Meltzer Lippe Goldstein & Breitstone LLP, attorney for Crossroad Realty NY LLC et al., will sell at public auction on March 29, 2023, at 9:30 a.m., to be sold in separate parcels: Parcel I: The premises known as 263-265 Indian Head Road, Smithtown, New York. District: 0800 Section 042.00 Block: 01.00 Lot: 012.000 and District 0800 Section: 042.00 Block: 01.00 Lot: 039.000. 11,080 sq. ft. medical/professional office building, new construction. Parcel II: The premises known as 489 Johnson Avenue, Bohemia, NY. District: 0500 Section 192.00 Block: 02.00 Lot: 018.000. 1,741 sq. ft. flex office condominium, Unit #18, 1983 construction. Parcel III: The premises known as 122 Bellerose Avenue, East Northport, NY. District: 0400 Section 120.00 Block: 01.00 Lot: 006.000. 10,364 sq. ft. vacant land parcel, I-5 zoning. Mr. Egan does not accept cash. Only bank or certified checks will be accepted. All certified funds must be made payable to "Brian T. Egan. Esq., as Referee". Mr. Egan can be reached at: Brian T. Egan, Esq. Meltzer Lippe Goldstein & Breitstone LLP 96 South Ocean Ave. Patchogue, NY 11772 Tel: (631) 447-8100 Fax: (631) 447-8181 Email: egan@egangolden.com DAWG'S SPORTS: Unsecureds Will Get 2.4% of Claims in 5 Years ------------------------------------------------------------ Dawg's Sports Bar and Grill, LLC, filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Small Business Chapter 11 Plan of Reorganization dated February 20, 2023. The Debtor is a Pennsylvania Limited Liability Company and operates a bar and restaurant to generate income. The Debtor's operations are based on the operation of a bar and restaurant in Belle Vernon, Pennsylvania. The Debtor began to fall behind its payment obligations after obtaining Merchant Cash Advance Loans. The daily and weekly payments required, resulted in the Debtor not having the cash flow to continue operation. Debtor, due to these cash advances, began to have a reduced inventory of food, beer, liquor, and wine. This reduction in inventory started to result in a diminishing clientele. Debtor began having to keep less inventory and this was leading to a reduction in its customer base. If Debtor had continued, Debtor would have suffered losses with its customer base that would not have been rectifiable. The Debtor has been able to focus on rebuilding inventory and cash flow. The rebuilding of inventory helps to attract customers. Debtor believes and avers that the income from the operation of the bar and restaurant on an ongoing basis is sufficient to fund the Chapter 11 Plan. Class 1 shall consist of the Allowed Secured Claim of NFS Leasing, Inc. This Class is Unimpaired and Not Disputed. Payments to this Creditor and Class were not current as of the Petition Date. Debtor will begin to make this contractual payment until this Claim is paid in full in accordance original contract, in addition to a payment to cure arrearages. The lien will be retained until the completion of the payments in accordance with the original contract. Class 2 consists of the Allowed Claims of Gustine BV Associates, LTD and Pawnee Leasing Corporation. Gustine and Pawnee shall be the only creditors in Class 2 based on its real property lease (Gustine) and personal property lease (Pawnee) with the Debtor. This Class is Impaired and Not Disputed. Payments to this Creditor and Class were in default on the Petition Date. Debtor will begin to make modified contractual payments until this Claim is paid in full in accordance modified lease agreement. Any lien will be retained until the completion of the payments in accordance with the modified lease agreement. The Parties have or will enter a modified lease arrangement to allow for a reduced rental payment in the next calendar year, to assist in the cash flow of Debtor. The Debtor will assume the new lease agreements. Class 3 shall consist of all of the secured and priority tax claims entitled to priority treatment under Section 507(a)(8) of the Bankruptcy Code. Pursuant to Section 1129(a)(9)(C) of the Bankruptcy Code, the priority tax claims which are allowed priority claims, shall be paid 100% of the allowed claims over 5 year in 5 equal payments. The allowed priority claims will receive post-petition requisite statutory interest on their respective claims until the claims are paid in full. At the Debtor's option, the Debtor may pay any claim in this Class in full at any time. Class 4 consists of General Unsecured Claims. The creditors in this Class must have had a claim against the Debtor as of March 20, 2023. The total amount scheduled for this Class is approximately $20,000.00. This Class will be Impaired. The Creditors in this Class will be paid a dividend of approximately 2.4% of the Allowed Claims. This will be paid over 5 years in 5 equal payments. This Class will not be entitled to interest on their claims. Class 5 shall consist of the Equity Interests in the Debtor. The equity ownership in the Debtor shall be retained. The equity owners shall retain full voting and management rights over the Debtor after Confirmation of the Plan. The plan will be implemented by the Debtor. The Debtor will fund, the plan from its continued operation of the restaurant and bar over the life of the plan. A full-text copy of the Plan of Reorganization dated February 20, 2023 is available at https://bit.ly/3XPLs72 from PacerMonitor.com at no charge. The Debtor is represented by: Corey J. Sacca, Esq. Bononi & Company, P.C. 20 N. Pennsylvania Ave, Ste. 201 Greensburg, PA 15601 Tel: (724) 832-2499 Fax: (724) 836-0370 Email: csacca@bononilaw.com About Dawg's Sports Bar and Grill Dawg's Sports Bar and Grill, LLC, is a Pennsylvania Limited Liability Company and operates a bar and restaurant to generate income. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 22-22322) on Nov. 22, 2022, with as much as $1 million in both assets and liabilities. The Debtor is represented by Corey J. Sacca, Esq., at Bononi & Company, P.C. DEL SOL DELIVERYS: Seeks to Hire Langley & Banack as Legal Counsel ------------------------------------------------------------------ Del Sol Deliverys, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Langley & Banack, Inc. as its legal counsel. Langley & Banack will render these legal services: (a) advise the Debtor regarding its powers and duties in this Chapter 11 case; and (b) handle all matters which come before the court in this case. William Davis, Jr., Esq., a partner at Langley & Banack, will be billed at his hourly rate of $400. The firm received a retainer fee in the amount of $1,800 from the Debtor, plus the filing fee of $1,738. Mr. Davis 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: William R. Davis, Jr, Esq. Langley & Banack, Inc. 745 E. Mulberry, Suite 700 San Antonio, TX 78212 Telephone: (210) 736-6600 Email: wrdavis@langleybanack.com About Del Sol Deliverys Del Sol Deliverys, LLC sought Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 23-50147) on Feb. 10, 2023. In the petition signed by Ariel Alvarez Diaz, manager, the Debtor disclosed $260,047 in total assets and $1,082,588 in total liabilities. Judge Craig A. Gargotta oversees the case. William R. Davis, Jr., Esq., at Langley & Banack, Inc., is the Debtor's counsel. EAGLE VALLEY: Seeks to Hire Howley Law as Bankruptcy Counsel ------------------------------------------------------------ Eagle Valley Energy Partners, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Howley Law PLLC as their bankruptcy counsel. The firm's services include: (a) advising the Debtors regarding their rights, duties and powers; (b) assisting the Debtors in consultations relative to the administration of their bankruptcy cases; (c) assisting the Debtors in analyzing the claims of creditors and in negotiating with such creditors; (d) assisting the Debtors in the analysis of and negotiations with any third-party concerning matters relating to, among other things, a plan of reorganization; (e) representing the Debtors at hearings and other proceedings; (f) reviewing and analyzing all applications, motions, orders, statements of financial affairs and bankruptcy schedules filed with the court; (g) assisting the Debtors in preparing pleadings and applications in furtherance of their interests and objectives in the context of their cases; and (h) performing other necessary legal services. The hourly rates of Howley Law's attorneys and staff are as follows: Tom A. Howley, Partner $600 per hour Eric Terry, Of Counsel $600 per hour Roland G. Rodriguez, Paralegal $225 per hour Law Clerks $50 per hour In addition, the firm will be reimbursed for expenses incurred. Howley Law received a pre-bankruptcy retainer of $56,967.50 from the Debtor. Tom Howley, Esq., owner and member of Howley Law, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Tom A. Howley, Esq. Howley Law PLLC Pennzoil Place, South Tower 711 Louisiana Street, Suite 1850 Houston, TX 77002 Telephone: (713) 333-9125 Email: tom@howley-law.com About Eagle Valley Energy Partners Eagle Valley Energy Partners, LLC is focused on acquiring, operating, and drilling in the Gulf Coast and East Texas Basins. Eagle Valley Energy Partners and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 23-10034) on January 27, 2023. In the petition signed by Gary Barton, chief restructuring officer, the Debtor disclosed $1,189,566 in assets and $1,348,275 in liabilities. Judge Tony M. Davis oversees the case. Tom A. Howley, Esq., at Howley Law PLLC represents the Debtor as legal counsel. EIF CHANNELVIEW: S&P Affirms 'BB+' Rating on Senior Debt -------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' rating on EIF Channelview Cogeneration LLC's senior debt. The outlook is positive. EIF is an 856-megawatt (MW) combined-cycle gas-fired cogeneration power plant located adjacent to LyondellBasell Industries' Equistar Chemicals L.P. (Equistar) refinery east of Houston. The project sells steam and a portion of its electricity to Equistar. The remainder of the electrical output is sold to third parties under short-term contracts and into the Electric Reliability Council of Texas (ERCOT) energy-only merchant power market. The project is owned by Ares EIF Management LLC, operated by Siemens A.G. (subcontracted to the Worley Group), and managed by Power Plant Management Services LLC. S&P Said, "The affirmation follows the completion of our review of the issue-level rating on the EIF Channelview senior debt under our revised project finance rating methodology. The 'BB+' rating continues to reflect our view of the project's exposure to volatile power prices in the ERCOT energy market in Texas, its very low leverage after its material debt paydown in 2021, and its dependence on cash flow sweep to repay debt given its term loan B debt structure. "We expect a debt service coverage ratio of above 3x under our base case, and above 2x in our downside scenario, which is commensurate with an assessment of high resiliency. This results in a preliminary stand-alone credit profile of 'bbb', in which we uplift the credit by one notch due to its high resiliency assessment. We then apply a two-notch adjustment given the project's material dependence on cash flow sweeps to repay its debt, as we typically do with power projects with Term Loan B capital structures. Finally, we apply a negative holistic adjustment given our view of the project exposure to a very volatile power region and the possibility to be rated in the investment grade category when compared to other merchant power projects. We could remove the negative holistic adjustment if the project sweeps a considerable amount of cash in 2023 so that we are confident the Term Loan B due 2025 will be fully repaid with no refinancing risk, and we consider that from a qualitative perspective it can be rated in the investment grade category. This results in the final 'BB+' rating. "The positive outlook reflects our view that we could raise the rating if the project sweeps a material amount of cash in the upcoming year and we consider that from a qualitative standpoint, the project is so underleveraged that it can be rated investment grade despite being a merchant power asset. Given the low leverage, we expect DSCRs above 3x and a full repayment of the term loan B by its maturity date in May 2025. "We could raise the rating on the project's debt over the next 12 months if leverage continue to materially decrease so that we envision limited refinancing risk, and we believe this merchant project warrants being rated in the investment-grade category." The potential for downgrade is limited because the project has significantly reduced leverage, leading to an improved DSCR. However, S&P could lower the rating if: -- The project pursues any changes to the existing capital structure that increase leverages; or -- Power prices significantly decline such that they erode the cushion in the project's coverage ratios and we anticipate that there could be higher refinancing risk. ELITE CHILD: Seeks to Tap Henry McLaughlin as Bankruptcy Counsel ---------------------------------------------------------------- Elite Child, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ The Law Office of Henry McLaughlin, PC to handle its Chapter 11 case. Mr. McLaughlin will be billed at an hourly rate of $500 beginning Jan. 30, 2023. The firm can be reached through: Henry W. McLaughlin, Esq. The Law Office of Henry McLaughlin, PC 707 East Main Street, Suite 1050 Richmond, VA 23219 Telephone: (804) 205-9020 Facsimile: (877) 575-0245 Email: henry@mclaughlinvalaw.com About Elite Child Elite Child, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 23-70150) on Jan. 29, 2023, listing under $1 million in both assets and liabilities. Michael Wyse, chief restructuring officer, signed the petition. Judge Stephen C. St. John oversees the cases. The Law Office of Henry McLaughlin, PC serves as the Debtor's counsel. ELITE DRYWALL: Seeks to Hire Hayward PLLC as Bankruptcy Counsel --------------------------------------------------------------- Elite Drywall, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Hayward PLLC as its counsel. Hayward will render these services: (a) advise the Debtor with respect to its powers and duties in the continued operation of its business and management of its property; (b) advise the Debtor of its responsibilities under the Bankruptcy Code and assist with such; (c) prepare and file the voluntary petition and other paperwork necessary to commence this proceeding; (d) assist the Debtor in preparing and filing the required Schedules, Statement of Affairs, Monthly Financial Reports, the Initial Debtors Report and other documents required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of this Court, and the administrative procedures of the Office of the United States Trustee; (e) represent the Debtor in connection with adversary proceedings and other contested and uncontested matters, both in this Court and in other courts of competent jurisdiction; (f) represent the Debtor in the negotiation and documentation of any sales or refinancing of property of the estate, and in obtaining the necessary approvals of such sales or refinancing by this court; and (g) assist the Debtor in the formulation of a plan of reorganization and in taking the necessary steps in this court to obtain confirmation of such plan of reorganization. Prior to the petition date, Hayward received payment of $20,000 from the Debtor. The hourly rates of Hayward's counsel and staff are as follows: Todd Headden $375 Other attorneys $225 - $515 Paralegal $150 - $195 In addition, the firm will seek reimbursement for expenses incurred. Todd Headden, Esq., a member at Hayward, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Todd Headden, Esq. Hayward PLLC 7600 Burnet Road, Suite 530 Austin, TX 78757 Telephone: (737) 881-7100 Email: theadden@haywardfirm.com About Elite Drywall Elite Drywall, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10013) on Jan. 13, 2023, listing under $1 million in both assets and liabilities. The Debtor tapped Todd Headden, Esq., at Hayward PLLC as counsel and Lampasas Bookkeeping & Tax Service as bookkeeper and accountant. ELITE DRYWALL: Seeks to Tap Lampasas as Bookkeeper and Accountant ----------------------------------------------------------------- Elite Drywall, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Lampasas Bookkeeping & Tax Service as bookkeeper and accountant. The firm will render these services: (a) monthly bookkeeping services; (b) monthly accounting and tax services; (c) potential bankruptcy bookkeeping and form preparation including monthly Chapter 11 operating reports for the court; and (d) other bookkeeping and accounting services. The firm will be compensated at a monthly rate of $475 for bookkeeping services and $115 per hour for other accounting services. Megan Tabor, a member at Lampasas Bookkeeping & Tax Service, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Megan Tabor Lampasas Bookkeeping & Tax Service 301 S. Key Ave. Lampasas, TX 76550 Telephone: (512) 556-4460 Facsimile: (512) 556-4220 Email: megan@lampasasbookkeeping.com About Elite Drywall Elite Drywall, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10013) on Jan. 13, 2023, listing under $1 million in both assets and liabilities. The Debtor tapped Todd Headden, Esq., at Hayward PLLC as counsel and Lampasas Bookkeeping & Tax Service as bookkeeper and accountant. EQUISEK INC: Seeks Approval to Hire Tax Preparer, Bookkeeper ------------------------------------------------------------ Equisek, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Michelle Vasquez, a partner at Innovative Tax & Accounting Solutions, Inc. The Debtor requires a tax preparer and bookkeeper to assist in preparing its monthly operating reports, process payroll, reconcile QuickBooks and file its annual tax returns. Ms. Vasquez's regular rate for bookkeeping services is $100 per hour while the rate for tax preparation is $175 per hour. In court filings, Ms. Vasquez disclosed that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Ms. Vasquez can be reached at: Michelle Vasquez, EA Innovative Tax & Accounting Solutions Inc. 340 Eisenhower Dr 300 B Savannah, GA 31406 Tel: (912) 328-5425 Fax: (912) 328-5426 About Equisek Inc. Equisek, Inc. specializes in daily, weekly and monthly rentals of computer and audio visual technology. The company is based in Marlborough, Mass. Equisek filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-40048) on Jan. 20, 2023, with $432,840 in assets and $1,066,463 in liabilities. Ralph Tirro, president of Equisek, signed the petition. Judge Elizabeth D. Katz oversees the case. The Debtor tapped David B. Madoff, Esq., at Madoff & Khoury, LLP as legal counsel and Michelle Vasquez, a partner at Innovative Tax & Accounting Solutions, Inc., as tax preparer and bookkeeper. ESJ TOWERS INC: Gets OK to Tap Luis Daniel Muniz as Special Counsel ------------------------------------------------------------------- ESJ Towers, Inc. received approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Luis Daniel Muniz, an attorney practicing in Carolina, P.R. Mr. Muniz, as the Debtor's special counsel, will provide legal advice on horizontal property and timeshare law matters. The attorney will bill on the basis of a monthly retainer equivalent to $3,500, which amount will cover up to 30 billable hours, and a rate of $150 per hour for any excess thereof. Mr. Muniz disclosed in a court filing that he does not have any adverse interest to the Debtor or its estate. Mr. Muniz holds office at: Luis Daniel Muniz, Esq. 6165 Isla Verde Avenue, Suite 2200 Carolina, PR 00979 About ESJ Towers ESJ Towers, Inc. owns the ESJ Towers in Carolina, P.R. The luxury apartments and condo units at ESJ Towers have direct access to Isla Verde Beach, widely considered one of the best in Puerto Rico. ESJ sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 22-01676) on June 10, 2022, with as much as 50 million in both assets and liabilities. ESJ President Keith St. Clair signed the petition. Judge Enrique S. Lamoutte Inclan oversees the case. The Debtor tapped Charles A. Cuprill, Esq., at Charles A. Cuprill, PSC Law Offices as bankruptcy counsel; Ramon Luis Nieves, Esq., at RL Legal Consulting Services, LLC and Luis Daniel Muniz, Esq., as special counsels; Dage Consulting CPAS, PSC as financial advisor; CPA Luis R. Carrasquillo & Co., P.S.C. as financial consultant; and De Angel & Compania, PA, LLC as auditor. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Sept. 12, 2022. MRO Attorneys at Law, LLC and Dage Consulting CPAS, PSC serve as the committee's legal counsel and financial advisor, respectively. FAAVEE LLC: Gets OK to Hire Barron & Newburger as Legal Counsel --------------------------------------------------------------- Faavee, LLC received approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Barron & Newburger, PC as its legal counsel. The firm's services include: (i) advising the Debtor of its rights, powers and duties in the continued management of its assets; (ii) reviewing the nature and validity of claims asserted against the property of the Debtor and advising the Debtor concerning the enforceability of such claims; (iii) preparing legal documents and reviewing all financial reports to be filed in the Debtor's Chapter 11 case; (iv) advising the Debtor concerning, and preparing responses to, legal papers, which may be filed in its bankruptcy case; (v) counseling the Debtor in connection with the formulation, negotiation and promulgation of a plan of reorganization and related documents; (vi) working with professionals retained by other parties in interest to obtain approval of a consensual plan of reorganization for the Debtor; and (vii) other legal services. The firm will be paid at these rates: Stephen Sather $525 per hour Paul Hammer $400 per hour Gregory Siemankowski $350 per hour Charles Murnane $300 per hour Other Attorneys $275 to 500 per hour Support Staff $40 to 125 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received from the Debtor a retainer in the amount of $10,000. Stephen Sather, Esq., a partner at Barron & Newburger, 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: Stephen W. Sather, Esq. Barron & Newburger, P.C. 7320 N. MoPac Expwy., Suite 400 Austin, TX 78731 Tel: (512) 476-9103 Fax: (512) 279-0310 Email: ssather@bn-lawyers.com About Faavee LLC Faavee, LLC is the owner in fee simple title of eight properties in Texas, with an aggregate current value of $2.84 million. The company is based in Buda, Texas. Faavee, LLC filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Texas Case No. 22-10870) on Dec. 30, 2022, with $2,849,500 in assets and $1,939,105 in liabilities. Alfredo Garza, sole member of Faavee, LLC, signed the petition. Judge Tony M. Davis oversees the case. Stephen W. Sather, Esq., at Barron & Newburger, P.C. serves as the Debtor's legal counsel. FANNIE MAE: Says 2022 Net Income Was $12.9B, Down from Prior Year ----------------------------------------------------------------- Federal National Mortgage Association aka Fannie Mae has released its financial results both for the fourth quarter and year ended Dec. 31, 2022. Fannie Mae also delivered to the Securities and Exchange Commission its Annual Report on Form 10-K. Fannie Mae disclosed net income of $12.9 billion for the year, which is down from net income of $22.2 billion in 2021. Net income was $1.4 billion for the fourth quarter of 2022. Full Year Summary: * Net income decreased $9.3 billion in 2022 compared with 2021, primarily driven by a $11.4 billion shift to provision for credit losses and a $1.6 billion shift to investment losses, partially offset by a $1.1 billion increase in fair value gains; * $684 billion in liquidity provided to the mortgage market in 2022; * Acquired approximately 1,151,000 single-family purchase loans, of which more than 45% were for first-time homebuyers, and 886,000 single-family refinance loans during 2022; * Approximately 598,000 units of rental housing financed in 2022, a significant majority of which were affordable to households earning at or below 120% of area median income, providing support for both workforce and affordable housing; * Home price growth on a national basis decreased from 18.6% in 2021 to 9.2% in 2022; annual home price growth in 2022 reflected home price increases in the first half of 2022, partially offset by home price declines of 1.4% in the second half of 2022; and * The U.S. weekly average 30-year fixed-rate mortgage rate increased from 3.11% as of the end of 2021 to 6.42% as of the end of 2022. Fourth Quarter Summary: * The Company reported fourth quarter net income of $1.4 billion, a 41% decrease compared to $2.4 billion in the previous quarter, driven by an increase in our allowance for loan losses. * It recorded $7.1 billion of net revenues in the fourth quarter, compared to $7.2 billion in the third quarter. * Base guaranty fee income remained steady quarter-over- quarter, at approximately $4.8 billion. * It recorded a $3.3 billion provision for credit losses, reflecting further forecasted deterioration in the housing market in single-family, and a $900 million provision for our multifamily seniors housing portfolio, where further rate increases in the second half of the year added pressure to the adjustable-rate mortgage loans in a sector that had already been hit hard by COVID and higher inflation. As of Dec. 31, 2022, Fannie Mae had $4.30 trillion in total assets against $4.25 trillion in total liabilities, and $60.3 billion in total stockholders' equity. "Our 2022 results reflect a housing market in transition. We’re proud that Fannie Mae helped approximately 2.6 million households buy, refinance, or rent a home last year, while generating solid earnings and continuing to build our net worth," says Priscilla Almovodar, Fannie Mae's Chief Executive Officer. "We expect there will be economic headwinds in 2023 and that housing affordability will continue to remain a challenge for many homebuyers and renters. We also know that Fannie Mae has the capabilities and dedication to help provide liquidity and stability, and to support homebuyers and renters throughout all economic cycles." A copy of Fannie Mae's press release announcing the financial results is available at https://tinyurl.com/5edhvczd A full-text copy of Fannie Mae's regulatory filing is available for free at https://tinyurl.com/4rwpfvy9 About Fannie Mae and Freddie Mac Federal National Mortgage Association (OTCQB: FNMA), commonly known as Fannie Mae -- http://www.FannieMae.com/-- is a government-sponsored enterprise (GSE) that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. Fannie Mae helps make the 30-year fixed-rate mortgage and affordable rental housing possible for millions of Americans. The Company partners with lenders to create housing opportunities for families across the country. Fannie Mae has been under conservatorship, with the Federal Housing Finance Agency acting as conservator, since Sept. 6, 2008. As conservator, FHFA succeeded to all rights, titles, powers and privileges of the company, and of any shareholder, officer or director of the company with respect to the company and its assets. The conservator has since provided for the exercise of certain authorities by the Company's Board of Directors. The Company's directors do not have any fiduciary duties to any person or entity except to the conservator and, accordingly, are not obligated to consider the interests of the company, the holders of the Company's equity or debt securities, or the holders of Fannie Mae MBS unless specifically directed to do so by the conservator. A brother organization of Fannie Mae is the Federal Home Loan Mortgage Corporation (FHLMC), better known as Freddie Mac. Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. FJC MANAGEMENT: Seeks to Hire Akerman LLP as Bankruptcy Counsel --------------------------------------------------------------- FJC Management Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Akerman, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor with respect to its powers and duties in the continued operation of its business; b. advising the Debtor with respect to all general bankruptcy matters; c. preparing legal papers; d. representing the Debtor at all critical hearings on matters relating to its affairs and interests before the bankruptcy court, any appellate courts, and the U.S. Supreme Court; e. prosecuting and defending litigated matters that may arise during the Debtor's Chapter 11 case; f. negotiating appropriate transactions and preparing any necessary documentation related thereto; g. representing the Debtor on matters relating to the assumption or rejection of executory contracts and unexpired leases; h. advising the Debtor with respect to general corporate securities, real estate, litigation, environmental, labor, regulatory, tax, healthcare, and other legal matters which may arise during the pendency of the case; and i. taking such other action and performing such other services. Akerman will be paid as follows: Mark Lichtenstein, Partner $650 per hour Evelina Gentry, Partner $605 per hour Laura Taveras, Associate $425 per hour Rey Delpino. Paralegal $425 per hour The firm holds a retainer in the amount $18,658. Mark Lichtenstein, Esq., a partner at Akerman, 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: Mark S. Lichtenstein, Esq. Akerman LLP 1251 Avenue of the Americas, 37th Floor New York, NY 10020 Tel: (212) 880-3800 Fax: (212) 880-8965 Email: mark.lichtenstein@akerman.com -- and -- Evelina Gentry, Esq. Akerman LLP 601 W. Fifth Street, Suite 300 Los Angeles, CA 90071 Tel: (213) 688-9500 Fax: (213) 627-6342 Email: evelina.gentry@akerman.com About FJC Management Inc. FJC Management Inc. operates fast casual restaurants in California known as "Buffalo Wild Wings" franchises. Its principal business office is located at 2150 Portola Ave., Livermore, Calif. The Debtor operates four "Buffalo Wild Wings" restaurant locations in Livermore, Dublin, Fairfield, and Vacaville, in California. FJC Management sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-40085) on Jan. 25, 2023. In the petition signed by Pravesh Chopra, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge William J. Lafferty, III oversees the case. Akerman, LLP represents the Debtor as legal counsel. FTX GROUP: Judge Declines Independent Chapter 11 Examiner Bid ------------------------------------------------------------- Vince Sullivan of Law360 reports that a bid to have an independent examiner appointed in the Chapter 11 case of cryptocurrency exchange FTX Trading Ltd. failed Wednesday, February 15, 2023, when a Delaware bankruptcy judge said such an inquiry would be duplicative of efforts already underway at the company and the costs would negatively impact creditors. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GIGA-TRONICS INC: Laurence Lytton Has 9.99% Stake as of Feb. 12 --------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Laurence W. Lytton disclosed that as of Feb. 12, 2023, he beneficially owns 603,700 shares of common stock of Giga-Tronics Inc., representing 9.99% of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://tinyurl.com/247f6pkc About Giga-tronics Inc. Headquartered in Dublin, California, Giga-Tronics Inc. is a publicly held company, traded on the OTCQB Capital Market under the symbol "GIGA". Giga-tronics -- http://www.gigatronics.com-- manufactures specialized electronic equipment for use in both military test and airborne operational applications. The Company's operations consist of two business segments, those of its wholly owned subsidiary, Microsource Inc., and those of its Giga-tronics Division. The Company's Microsource segment designs and manufactures custom microwave products for military airborne applications while the Giga-tronics Division designs and manufactures real time solutions for RADAR/EW test applications. As of Sept. 30, 2022, the Company had $48.26 million in total assets, $25.31 million in total liabilities, and $22.96 million in total stockholders' equity. San Ramon, California-based Armanino LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated June 24, 2022, citing that the Company's significant recurring losses and accumulated deficit raise substantial doubt about its ability to continue as a going concern. GIGA-TRONICS INC: Registers 6.8M Shares for Possible Resale ----------------------------------------------------------- Giga-Tronics Inc. filed a Form S-1 registration statement with the Securities and Exchange Commission relating to the resale, from time to time, by certain selling stockholders of up to 6,880,128 shares of Giga-Tronics common stock, par value $0.86 per share. Ault Alliance, Inc., -- formerly known as BitNile Holdings, Inc. -- is distributing shares of common stock of Giga-tronics Incorporated -- soon to change its name to Gresham Worldwide, Inc. -- on a pro rata basis to the holders of Ault common stock pursuant to a Prospectus. Each holder of record of Ault common stock on the record date for the Distribution, is receiving one share of the Giga-Tronics's common stock for approximately every 64 shares of Ault common stock held as of such date. No fractional shares of the Company's common stock are being issued. In lieu of receiving fractional shares, holders of Ault common stock who would otherwise be entitled to receive fractional shares of the Company's common stock will be receiving cash from Ault for their fractional interests. Giga-Tronic's stock certificate or book-entry statement and, if applicable, a check for fractional interests, are enclosed herewith. The Company's registration of the Shares does not mean that the Selling Stockholders will offer or sell any of the Shares. The Selling Stockholders may sell all or a portion of the Additional Shares at the prevailing market prices at the time of sale or at negotiated prices. A full-text copy of the regulatory filing is available for free at https://tinyurl.com/4aub8a6a About Giga-tronics Inc. Headquartered in Dublin, California, Giga-Tronics Inc. is a publicly held company, traded on the OTCQB Capital Market under the symbol "GIGA". Giga-tronics -- http://www.gigatronics.com-- manufactures specialized electronic equipment for use in both military test and airborne operational applications. The Company's operations consist of two business segments, those of its wholly owned subsidiary, Microsource Inc., and those of its Giga-tronics Division. The Company's Microsource segment designs and manufactures custom microwave products for military airborne applications while the Giga-tronics Division designs and manufactures real time solutions for RADAR/EW test applications. As of Sept. 30, 2022, the Company had $48.26 million in total assets, $25.31 million in total liabilities, and $22.96 million in total stockholders' equity. San Ramon, California-based Armanino LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated June 24, 2022, citing that the Company's significant recurring losses and accumulated deficit raise substantial doubt about its ability to continue as a going concern. GLOBALSTAR INC: Deadline to Refinance EchoStar Loan Extended ------------------------------------------------------------ Globalstar Inc. disclosed in its Form 8-K Report filed with the Securities and Exchange Commission that on February 13, 2023, Globalstar and its partner under its previously disclosed Partnership Agreements agreed to these credit facility amendments: (i) extend the Company's deadline to convert or refinance the remaining loans outstanding under the 2019 Facility Agreement -- originally entered into with Thermo, an affiliate of EchoStar Corporation and certain other unaffiliated lenders -- until March 13, 2023 and (ii) implement a previously disclosed Spectrum Subsidiary and subordinated lien Resource Protections no later than March 13, 2023. On February 13, the Company provided notice, as required under the 2019 Facility Agreement, to EchoStar of its intent to voluntarily prepay all remaining amounts due under the 2019 Facility Agreement. The Company intends to satisfy its obligation to refinance the 2019 Facility Agreement within the next 30 days. The Company is currently finalizing its plans to satisfy its remaining payment obligations under the Contractor Agreements, and intends to use cash flows generated from operations to pay a significant portion of these obligations, thereby reducing external financing needs. The Company expects to provide additional information in the near term. About Globalstar, Inc. Globalstar Inc. provides Mobile Satellite Services ("MSS") including voice and data communications services globally via satellite. The Company offers these services over its network of in-orbit satellites and our active ground stations, which the Company refers to collectively as the Globalstar System. In addition to supporting Internet of Things ("IoT") data transmissions in a variety of applications, the Company provides connectivity in areas not served or underserved by terrestrial wireless and wireline networks and in circumstances where terrestrial networks are not operational due to natural or man-made disasters. As of Sept. 30, 2022, the Company had $746.54 million in total assets, $146.94 million in total current liabilities, $464.01 million in total non-current liabilities, and $135.58 million in total stockholders' equity. The Company's working capital deficit was $80.9 million at September 30, 2022. The working capital was $7.3 million as of December 31, 2021. In its September 2022 quarterly report, the Company said it is pursuing a new debt financing arrangement to fund amounts due under the Procurement Agreement, which provide for deferral of milestone payments through mid-December 2022, as amended. On November 25, 2022, Egan-Jones Ratings Company maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Globalstar, Inc. EJR also maintained its 'C' rating on commercial paper issued by the Company. GWG HOLDINGS: Class 4(a) Unsecureds Owed $19M to Get 0% to 100% --------------------------------------------------------------- GWG Holdings, Inc., et al., filed an Amended Chapter 11 Plan and a corresponding Disclosure Statement. The Company is a financial services firm with two principal types of assets: (i) life settlement assets, comprised of a portfolio of intermediate-duration and long-duration life insurance policies (each a "Policy" and collectively, the "Policy Portfolio") and (ii) passive, non-controlling equity interests in The Beneficient Company Group, L.P. ("Ben LP" and, together with its subsidiaries, "Beneficient") and FOXO Technologies, Inc. ("FOXO"), independent, non-affiliated entities that operate in the alternative assets and epigenetics spaces, respectively. The Company will not continue to operate as a going concern following the Effective Date. On the Effective Date, a Wind Down Trust will be established for the purpose of monetizing the Wind Down Trust Assets. A Wind Down Trustee will be appointed with the sole authority to make decisions and take action with respect to the Wind Down Trust. The Wind Down Trust Assets include the Policy Portfolio Equity Interests, the Debtors' interests in Beneficient and FOXO, and any other remaining Assets of the Debtors, other than the Initial Litigation Trust Assets. Under the Plan, Class 4(a) General Unsecured Claims totaling $18,926,785 will recover 0% to 100% of their claims. Each Holder of an Allowed General Unsecured Claim shall receive its pro rata share of the New Series B Preferred Stock. The New Series B Preferred Stock shall accrue cumulative dividends from the Effective Date at the rate of 3.0% per annum. Pending Cash distributions, such dividends shall be payable in kind. The New Series B Preferred Stock shall be subject to mandatory redemption in eight years, may be redeemed at any time without penalty at stated value plus accrued dividends, and, pending any such mandatory or optional redemption, shall be entitled to Cash distributions, but only pursuant to the priority of payment waterfalls described in Article IV.G and Article VI.C of the Amended Plan. For the avoidance of doubt, to the extent that any Claims arising under or relating to the Indenture other than claims for principal or interest or for the Indenture Trustee's fees and expenses become Allowed Claims, including but not limited to Claims relating to violations of securities laws, the Debtors intend that such claims will be subordinated to Allowed Class 3 Bond Claims pursuant to section 510(b) of the Bankruptcy Code and treated as Class 4(a) General Unsecured Claims. Class 4(a) is impaired. Class 4(b) GUC Convenience Claims totaling $120,869 will recover 100% of their claims. Each Allowed GUC Convenience Claim, will receive, at the option of the applicable Debtor, either: (i) payment in full in Cash of the due and unpaid portion of its Allowed GUC Convenience Claim on the later of (x) the Effective Date (or as soon thereafter as reasonably practicable), or (y) as soon as practicable after the date such Claim becomes due and payable; or (ii) such other treatment rendering its Allowed GUC Convenience Claim Unimpaired. Class 5 DLP Entity General Unsecured Claims will receive payment in full in Cash. Creditors will recover 100% of their claims. Class 5 is unimpaired. The deadline to vote on the Amended Plan is April 14, 2023 at 4:00 p.m. (prevailing Central Time). The deadline to object to the Amended Plan is April 21, 2023 at 11:59 p.m. (prevailing Central Time). Co-Counsel for the Debtors: Matthew D. Cavenaugh, Esq. Kristhy M. Peguero, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 E-mail: kpeguero@jw.com mcavenaugh@jw.com Counsel for the Debtors: Charles S. Kelley, Esq. MAYER BROWN LLP 700 Louisiana Street, Suite 3400 Houston, TX 77002-2730 Telephone: (713) 238-3000 E-mail: ckelley@mayerbrown.com - and - Thomas S. Kiriakos, Esq. Louis S. Chiappetta, Esq. Jamie R. Netznik, Esq. Lisa Holl Chang Joshua R. Gross, Esq. Jade Edwards, Esq. 71 S. Wacker Drive Chicago, IL 60606 Telephone: (312) 782-0600 E-mail: tkiriakos@mayerbrown.com lchiappetta@mayerbrown.com jnetznik@mayerbrown.com lhollchang@mayerbrown.com jgross@mayerbrown.com jedwards@mayerbrown.com - and - Adam C. Paul, Esq. Lucy F. Kweskin, Esq. Ashley Anglade, Esq. 1221 Avenue of the Americas New York, NY 10020-1001 Telephone: (212) 506-2500 E-mail: apaul@mayerbrown.com lkweskin@mayerbrown.com aanglade@mayerbrown.com A copy of the Disclosure Statement dated Feb. 10, 2023, is available at https://bit.ly/3xhyrZa from Donlinrecano the claims agent. About GWG Holdings Headquartered in Dallas Texas, GWG Holdings, Inc. (NASDAQ: GWGH) conducts its life insurance secondary market business through a wholly-owned subsidiary, GWG Life, LLC, and GWG Life's wholly-owned subsidiaries. GWG Holdings Inc. and affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Texas Lead Case No. 22-90032) on April 20, 2022. In the petition filed by Murray Holland, president and chief executive officer, GWG Holdings disclosed between $1 billion and $10 billion in both assets and liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Mayer Brown, LLP and Jackson Walker, LLP as bankruptcy counsels; Tran Singh, LLP as special conflicts counsel; FTI Consulting, Inc. as financial advisor; and PJT Partners, LP as investment banker. Donlin Recano & Company is the Debtors' notice and claims agent. National Founders LP, a debtor-in-possession (DIP) lender, is represented by Michael Fishel, Esq., Matthew A. Clemente, Esq., and William E. Curtin, Esq., at Sidley Austin, LLP. The U.S. Trustee for Region 7 appointed an official committee to represent bondholders in the Debtors' cases. The committee tapped Akin Gump Strauss Hauer & Feld, LLP and Porter Hedges, LLP as legal counsels; Piper Sandler & Co. as investment banker; and AlixPartners, LLP as financial advisor. GWG HOLDINGS: Hearing on Disclosure Statement on March 10 --------------------------------------------------------- GWG Holdings, Inc., et al., submitted a motion for entry of an order approving the adequacy of the Disclosure Statement, approving the solicitation procedures, approving the forms of ballots and notices in connection therewith, approving the confirmation timeline, and granting related relief. A hearing will be conducted on March 10, 2023 at 9:30 a.m. (Prevailing Central Time), before Judge Marvin Isgur to consider approval of the Disclosure Statement. The Debtors propose this timeline: * The Voting Record Date will be on February 24, 2023. * The Final Approval of the Disclosure Statement will be on March 10, 2023, at 9:30 a.m. prevailing Central Time. * The Solicitation Deadline will be 5 business days after entry of the order approving the Disclosure Statement. * The Publication Notice Deadline will be on March 17, 2023. * The Voting Deadline will be on April 14, 2023, at 4:00 p.m., prevailing Central Time. * The Confirmation Objection Deadline will be on April 14, 2023, at 11:59 p.m., prevailing Central Time. * The Deadline to file Voting Report will be on April 28, 2023. * The Plan Supplement Filing Deadline will be 5 business days prior to the Confirmation Hearing. The Plan provides that the Debtors' assets will be vested in the Wind Down Trust and the Retained Causes of Action will be assigned to the Litigation Trust. The beneficial interests in the Wind Down Trust and Litigation Trust will be held by Wind Down GWGH for the benefit of holders of claims against and interests in the Debtors. The Wind Down Trust and Wind Down GWGH will be managed by the Wind Down Trustee. The Wind Down Trustee will appoint the Litigation Trust Board to manage the Litigation Trust. The Wind Down Trustee and members of the Litigation Trust Board will be identified in the Plan Supplement. Under the foregoing governance structure, the interests in Beneficient and FOXO will be monetized over time in an orderly manner, and the proceeds, together with net proceeds from ownership of the Policy Portfolio, will be distributed by the Wind Down Trustee as set forth below. The Litigation Trust Board will have discretion with respect to the prosecution and settlement of the Retained Causes of Action, and a duty to preserve the value of the Wind Down Trust for the benefit of stakeholders. Recoveries and other distributions pursuant to the Plan will be structured as follows: (a) Holders of Allowed Class 3 Bond Claims will receive: (1) shortly after the Effective Date, their pro rata share of the Portfolio Proceeds Amount (with the Allowed Claim of the Indenture Trustee being satisfied first from such amount prior to any such further pro rata distributions); and (2) on the Effective Date (or as soon as practicable thereafter) their pro rata share of the New Series A Preferred Stock. The New Series A Preferred Stock shall accrue cumulative dividends from the Initial Petition Date that, absent cash distributions, will be payable in kind. The New Series A Preferred Stock will be subject to mandatory redemption after five years, and optional redemption without penalty beforehand. (b) Holders of Class 4(a) General Unsecured Claims will receive their pro rata share of New Series B Preferred Stock, which shall accrue cumulative dividends from the Effective Date that, absent cash distributions will be payable in kind, and which shall generally be subordinate to the New Series A Preferred Stock. Holders of Class 4(a) General Unsecured Claims may, in the alternative, elect treatment as Class 4(b) GUC Convenience Claims, which will be paid in full, in cash, upon the Effective Date or once due and payable, up to $10,000. (c) Holders of Series 1 Preferred Interests and Series 2 Preferred interests will receive their pro rata share of the New Series C Preferred Stock or the New Series D Preferred Stock, respectively, which, in each case, which shall accrue cumulative dividends from the Effective Date that, absent cash distributions will be payable in kind, and which shall generally be subordinate to the New Series B Preferred Stock. (d) Holders of Common Stock in GWGH will receive their pro rata share of the New Common Stock in Wind Down GWGH. (e) Additionally, Holders of Existing DIP Claims, DLP Secured Claims, Administrative Claims, Priority Tax Claims, Other Secured Claims, Other Priority Claims, and DLP Entity General Unsecured Claims will be paid in full (or receive other treatment consistent with the Bankruptcy Code and/or unimpaired status, as applicable) and Vida DIP Claims will be deemed satisfied in connection with the consummation of the Vida Exit Financing Facility. Co-Counsel for the Debtors: Matthew D. Cavenaugh, Esq. Kristhy M. Peguero, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 E-mail: kpeguero@jw.com mcavenaugh@jw.com Counsel for the Debtors: Charles S. Kelley, Esq. MAYER BROWN LLP 700 Louisiana Street, Suite 3400 Houston, TX 77002-2730 Telephone: (713) 238-3000 E-mail: ckelley@mayerbrown.com - and - Thomas S. Kiriakos, Esq. Thomas S. Kiriakos, Esq. Louis S. Chiappetta, Esq. 71 S. Wacker Drive Chicago, IL 60606 Telephone: (312) 782-0600 E-mail: tkiriakos@mayerbrown.com lchiappetta@mayerbrown.com - and - Adam C. Paul, Esq. Lucy F. Kweskin, Esq. 1221 Avenue of the Americas New York, NY 10020-1001 Telephone: (212) 506-2500 E-mail: apaul@mayerbrown.com lkweskin@mayerbrown.com About GWG Holdings Headquartered in Dallas Texas, GWG Holdings, Inc. (NASDAQ: GWGH) conducts its life insurance secondary market business through a wholly-owned subsidiary, GWG Life, LLC, and GWG Life's wholly-owned subsidiaries. GWG Holdings Inc. and affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Texas Lead Case No. 22-90032) on April 20, 2022. In the petition filed by Murray Holland, president and chief executive officer, GWG Holdings disclosed between $1 billion and $10 billion in both assets and liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Mayer Brown, LLP and Jackson Walker, LLP as bankruptcy counsels; Tran Singh, LLP as special conflicts counsel; FTI Consulting, Inc. as financial advisor; and PJT Partners, LP as investment banker. Donlin Recano & Company is the Debtors' notice and claims agent. National Founders LP, a debtor-in-possession (DIP) lender, is represented by Michael Fishel, Esq., Matthew A. Clemente, Esq., and William E. Curtin, Esq., at Sidley Austin, LLP. The U.S. Trustee for Region 7 appointed an official committee to represent bondholders in the Debtors' cases. The committee tapped Akin Gump Strauss Hauer & Feld, LLP and Porter Hedges, LLP as legal counsels; Piper Sandler & Co. as investment banker; and AlixPartners, LLP as financial advisor. INSIGHT MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Insight Management Group Incorporated East Medical & Professional Center Carr. #3 Canovanas, PR 00729 Business Description: The Debtor provides specialized services in radiology. Chapter 11 Petition Date: February 22, 2023 Court: United States Bankruptcy Court District of Puerto Rico Case No.: 23-00506 Judge: Hon. Maria De Los Angeles Gonzalez Debtor's Counsel: Javier Vilarino, Esq. VILARINO & ASSOCIATES PO Box 9022515 San Juan, PR 00902-2515 Tel: (787) 565-9894 Email: jvilarino@vilarinolaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $10 million to $50 million The petition was signed by Jose A. Romero Cruz as president. 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/B6GJCSA/NSIGHT_MANAGEMENT_GROUP_INCORPORATED__prbke-23-00506__0001.0.pdf?mcid=tGE4TAMA JLK CONSTRUCTION: Seeks to Hire Evans & Mullinix as Legal Counsel ----------------------------------------------------------------- JLK Construction, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ Evans & Mullinix, PA as general bankruptcy counsel. The firm will render these services: (a) advise the Debtor of its powers and duties; (b) assist in the preparation and confirmation a plan of reorganization, attend hearings before this court in connection with any disclosure statement and plan; (c) assist in the examination of claims filed in these proceedings to determine their nature, extent, validity and priority; (d) advise and assist the Debtor in connection with the collection of assets, the sale of assets, or the refinancing of same to implement any plan of reorganization which might be confirmed in these proceedings; (e) take such actions as may be necessary to protect the properties of this estate from seizure or other proceedings, pending confirmation and consummation of the plan of reorganization in this case; (f) assist and advise the Debtor with respect to the rejection or assumption of executory contracts and/or leases; (g) advise and assist the Debtor in fulfilling its obligations as fiduciaries of the Chapter 11 estate; (h) assist in the prepare all necessary pleadings pertaining to matters of bankruptcy law before the court; (i) prepare such applications and reports as are necessary and for which the services of an attorney are required; and (j) render other necessary legal services for the Debtor. Prior to the petition date, the firm received $13,000 from the Debtor. The hourly rates of the firm's counsel and staff are as follows: Colin Gotham $325 Thomas Mullinix $325 Michael Bene $250 Colin Gotham, Esq., a principal at Evans & Mullinix, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Colin N. Gotham, Esq. Evans & Mullinix, PA 7225 Reener Road, Suite 200 Shawnee, KS 662117 Telephone: (913) 962-8700 Facsimile: (913) 962-8701 Email: cgotham@emlawkc.com About JLK Construction JLK Construction, LLC moves dirt, excavates dirt and does basic concrete flatwork. It is a union shop. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-50034) on February 13, 2023. In the petition signed by Jesse L. Kagarice, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Brian T. Fenimore oversees the case. The Debtor tapped Colin N. Gotham, Esq., at Evans and Mullinix, P.A., and Steven R. Fox, Esq., at The Fox Law Corp., Inc., as general bankruptcy counsel and Lucove, Say & Co. as accountant. JLK CONSTRUCTION: Seeks to Hire Lucove, Say & Co. as Accountant --------------------------------------------------------------- JLK Construction, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ Lucove, Say & Co. as its accountant. The firm will render these services: (a) review the firm's financial status and to determine those accounting and financial changes which are appropriate and necessary; (a) assist the Debtor in preparing projections for cash collateral and for a plan; (c) review the Debtor's financial records and assist counsel in determining what avoidance actions, if any, should be brought against insiders and others for the benefit of the estate; (d) prepare tax returns, handle audits, and take steps necessary to reduce the estate's liabilities; and (e) render other accountancy services for the Debtor. The firm received a prepetition retainer of $4,000 from the Debtor. The hourly rates of the firm's counsel and staff are as follows: Richard Say, CPA $300 Cameron Say, CPA $175 Richard Say, CPA, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Richard Say, CPA Lucove, Say & Co. 23901 Calabasas Road, Suite 2085 Calabasas, CA 91302 Telephone: (818) 224-4411 Facsimile: (818) 225-7054 Email: RSay@Lucovesay.com About JLK Construction JLK Construction, LLC moves dirt, excavates dirt and does basic concrete flatwork. It is a union shop. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-50034) on February 13, 2023. In the petition signed by Jesse L. Kagarice, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Brian T. Fenimore oversees the case. The Debtor tapped Colin N. Gotham, Esq., at Evans and Mullinix, P.A., and Steven R. Fox, Esq., at The Fox Law Corp., Inc., as general bankruptcy counsel and Lucove, Say & Co. as accountant. JLK CONSTRUCTION: Taps The Fox Law Corporation as Legal Counsel --------------------------------------------------------------- JLK Construction, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ The Fox Law Corporation, Inc. as general bankruptcy counsel. The firm will render these services: (a) advise the Debtor of its powers and duties; (b) prepare and confirm a plan of reorganization, attend hearings before this court in connection with any disclosure statement and plan; (c) examine all claims filed in these proceedings to determine their nature, extent, validity and priority; (d) advise and assist the Debtor in connection with the collection of assets, the sale of assets, or the refinancing of same to implement any plan of reorganization which might be confirmed in these proceedings; (e) take such actions as may be necessary to protect the properties of this estate from seizure or other proceedings, pending confirmation and consummation of the plan of reorganization in this case; (f) advise the Debtor with respect to the rejection or assumption of executory contracts and/or leases; (g) advise and assist the Debtor in fulfilling its obligations as fiduciaries of the Chapter 11 estate; (h) prepare all necessary pleadings pertaining to matters of bankruptcy law before the court; (i) prepare such applications and reports as are necessary and for which the services of an attorney are required; and (j) render other necessary legal services for the Debtor. Prior to the petition date, the firm received a retainer of $70,000 from the Debtor. The hourly rates of the firm's counsel and staff are as follows: Steven R. Fox $550 Janis Abrams $500 Howard J. Fox $450 Barry R. Wegman $450 Paralegal $150 Steven Fox, Esq., an attorney at The Fox Law Corporation, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven R. Fox, Exq. The Fox Law Corporation, Inc. 17835 Ventura Blvd., Suite 306 Encino, CA 91316 Telephone: (818) 774-3545 Facsimile: (818) 774-3707 Email: srfox@foxlaw.com About JLK Construction JLK Construction, LLC moves dirt, excavates dirt and does basic concrete flatwork. It is a union shop. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-50034) on February 13, 2023. In the petition signed by Jesse L. Kagarice, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Brian T. Fenimore oversees the case. The Debtor tapped Colin N. Gotham, Esq., at Evans and Mullinix, P.A., and Steven R. Fox, Esq., at The Fox Law Corp., Inc., as general bankruptcy counsel and Lucove, Say & Co. as accountant. JNF INVESTMENTS: Capital Infusions to Fund Plan ----------------------------------------------- JNF Investments, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement for Small Business describing Amended Plan of Reorganization for Small Business dated February 21, 2023. The Debtor is a Limited Liability Company incorporated in 2016. The sole purpose of establishing the LLC was to transfer title to homestead property into the LLC in order to secure re-financing of the mortgage. The Debtor promptly listed its only asset (real estate) with a licensed realtor/broker at fair market value. The property is located at 8340 SQ 155 Terrace, Palmetto Bay, FL 33157. Debtor intends to pay its secured creditors in full once the property sells, and retain the remaining funds. The Plan will be funded by Jaymet Alvarez, sole managing member, while the property is listed and sold. The payments are to be considered adequate protection payments and are being provided until the sale of the property, at which time each secured creditor will be paid in full. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 0 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. The Debtor's asset consists of a single-family property in which there is sufficient equity to pay all of the secured creditors. The sole managing member, Jaymet Alvarez will make capital infusions to the fund the plan while the property is being listed for sale. The payments are to be considered adequate protection payments and are being provided until the sale of the property. The payments will be used to offset any concerns of equity erosion from the secured creditors. A full-text copy of the Disclosure Statement dated February 21, 2023 is available at https://bit.ly/3xL6Xvl from PacerMonitor.com at no charge. Debtor's Counsel: Kathy L. Houston, Esq. The Houston Law Firm, PA 15321 S. Dixie Hwy., Ste. 205 Miami, FL 33157-1814 Telephone: (305) 420-6609 Facsimile: (786) 441-4416 Email: mail@houstonlawfl.com About JNF Investments JNF Investments, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14005) on May 22, 2022, listing up to $1 million in both assets and liabilities. Jaymet Alvarez, manager, signed the petition. Judge Laurel M. Isicoff oversees the case. Kathy L. Houston, Esq., at The Houston Law Firm, PA, serves as the Debtor's counsel. K&L EXCAVATING: Gets OK to Hire Don Smock as Auctioneer ------------------------------------------------------- K&L Excavating, LLC received approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Don Smock Auction Co, Inc. The Debtor requires an auctioneer to liquidate some of its properties including equipment, trailer and a Caterpillar skid loader. The auctioneer will get a 9 percent commission for all items sold over $1,000 and a 15 percent commission for all items sold under $1,000.001. Additionally, the auctioneer has agreed to reduce its commission to 2.5 percent if Caterpillar is the winning bidder via credit bid on the caterpillar sale equipment based upon a max credit bid of $24,000. Nicolas Smock, president of Don Smock Auction, disclosed in the court filing that his firm is a disinterested party and does not appear to have an adverse relationship to this case. The firm can be reached through: Nicolas E. Smock Don Smock Auction Co, Inc. 6531 South State Road 13 Pendleton, IN 46064 Email: info@dsaauctions.com Phone: 877-729-0781 About K&L Excavating K&L Excavating LLC is a privately owned excavating contractor. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-91144) on December 14, 2022. In the petition signed by Kenneth D. Martin II, member, the Debtor disclosed up to $100,000 in assets and up to $10 million in liabilities. Judge Andrea K. Mccord oversees the case. John Allman, Esq., at Hester Baker Krebs, LLC, is the Debtor's legal counsel. K&N ENGINEERING: Davis Polk Advises Business on Recapitalization ---------------------------------------------------------------- Davis Polk advised K&N Engineering, Inc. and certain of its affiliates in connection with a comprehensive recapitalization that deleveraged the company's balance sheet, provided an infusion of new capital and increased K&N's financial flexibility. On February 14, 2023, K&N consummated a recapitalization transaction that was supported by 100% of its lenders and reduced its debt by approximately $250 million. Participating lenders also injected $60 million of cash into the business in connection with the transaction. As a result of the recapitalization, a group of institutional investors, through their managed funds, have become majority owners of the company. Since 1969, K&N has been an industry leader in filtration technology -- offering products to increase performance, protection and longevity in thousands of vehicle applications for automotive enthusiasts worldwide. A long and storied racing heritage continues to contribute to the development of products for all types of vehicles and engines. The Davis Polk restructuring team included partner Brian M. Resnick, counsel Steven Z. Szanzer and associates Michael Pera and Amber Leary. The finance team included partner J. W. Perry and counsel Jack Orford. Partner John D. Amorosi provided corporate advice. Counsel Robert (Bodie) Stewart provided capital markets advice. The tax team included partner David H. Schnabel and counsel Tracy L. Matlock. The executive compensation team included partner Adam Kaminsky and associate Charlotte R. Fabiani. Members of the Davis Polk team are based in the New York and Washington DC offices. Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited liability partnership, and its associated entities. About K & N Engineering K & N Engineering designs, manufactures, markets, distributes, and/or sells oil filters, air filters, and other products designed for cars, trucks, motorcycles, engines, and other industrial applications. KANSAS CITY RVS: Seeks to Hire Sunrise Tax as Accountant -------------------------------------------------------- Kansas City RVS, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ Sunrise Tax & Accounting to prepare its tax returns. The firm will be paid an annual fee of $5,600 for tax return preparation and general accounting services. Darlis Malindi, a member of Sunrise Tax & Accounting, 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: Darlis Malindi Sunrise Tax & Accounting 6222 Raytown Trafficway #206 Raytown, MO 64133 Tel: (816) 456-4324 Email: darlis@sunrisetaxandaccounting.com About Kansas City RVs Kansas City RVs, LLC, a recreational vehicle sales and services company, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-40026) on Jan. 9, 2023, with $256,500 in assets and $2,002,880 in liabilities. JE Cornwell, president of Kansas City RVs, signed the petition. Judge Cynthia A. Norton oversees the case. Colin Gotham, Esq., at Evans & Mullinix, PA and Sunrise Tax & Accounting serve as the Debtor's legal counsel and accountant, respectively. KATE BARTENWERFER: Weil Secures 9-0 Victory in SCOTUS ----------------------------------------------------- The U.S. Supreme Court made a unanimous 9-0 ruling in the closely watched bankruptcy case, Bartenwerfer v. Buckley. Weil, Gotshal & Manges represented respondent Kieran Buckley, and the team was led by Washington, D.C.-based partner Zachary Tripp, Co-Head of Weil's Appeals and Strategic Counseling practice. Mr. Tripp delivered the argument on the behalf of the respondent, Kieran Buckley, the victim of a fraud perpetrated by Petitioner Kate Bartenwerfer and her business partner. In the unanimous 9-0 ruling, in Bartenwerfer v. Buckley, the Court held that the Bankruptcy Code prevents a person from discharging in bankruptcy a debt for obtaining money via the fraud of a business partner, including when the debtor did not personally perpetrate the fraud but is vicariously liable for it and shared in the proceeds. The question of whether such a debt is dischargeable had divided the courts of appeals, and the Justices have now settled the question by holding that it is not dischargeable. Weil's work on this cutting-edge bankruptcy case leveraged the firm's market-leading restructuring and appellate capabilities. "We are thrilled by the Supreme Court's decision," said Mr. Tripp. "This marks a complete victory for our client, Kieran Buckley, who has been fighting to recover his losses since he was defrauded nearly 15 years ago. And it marks an important win for other victims of fraud, as the Court's decision shows the Bankruptcy Code cannot be used as a shield for those who profit from fraud. We are proud to have helped achieve this important result." The Supreme Court decision can be found at https://www.supremecourt.gov/opinions/22pdf/21-908_n6io.pdf In addition to Mr. Tripp, the Weil team includes associates Robert Niles-Weed, Rachel Kaplowitz and Sara Weiss. Weil's co-counsel is Janet Brayer of the Law Office of Janet Brayer. The Supreme Court ruled in Bartenwerfer v. Buckley, saying that "debt incurred by fraud cannot be discharged through a Chapter 7 bankruptcy, regardless of whether the debtor herself is culpable for the fraudulent act." John Richer, is a partner/shareholder in the law firm, Hall Estill, whose work focuses primarily in the area of bankruptcy law, commented on the ruling. Of the Supreme Court decision, Mr. Richer says: "Buckley appears to have significantly expanded what it means to discharge a debt 'procured by fraud' under Section 523(a)(2)(A) of the Bankruptcy Code. Before Buckley, many practitioners and courts required fraudulent conduct or culpability on the part of the debtor in order for the challenging party to successful except the debt from discharge. Now, all that is required is simply showing that the debt was procured by fraud, regardless of who may have committed the fraud," said Mr. Richer. "The Court applied a plain language interpretation of the statue in its ruling. The case will be particularly relevant and likely limited to its specific facts; that is, joint debtor bankruptcy cases where each debtor is jointly liable on the debt, but only one committed fraudulent conduct in obtaining the debt. Under Buckley, even if the other joint debtor had nothing to do with obtaining the debt and otherwise engaged in no culpable conduct, the fraud of the debtor that resulted in the procurement of the debt, which the challenging party must still prove, may now be imputed to the innocent joint debtor," Mr. Richer added. KEYWAY APARTMENT: March 23 Hearing on Trustee Plan -------------------------------------------------- Judge Michelle M. Harner has entered an order conditionally approving the Disclosure Statement filed by Patricia B. Jefferson, Chapter 11 Trustee for the bankruptcy estate of Keyway Apartment Rentals, LLC. A single combined hearing on confirmation of the Trustee's Plan of Liquidation and adequacy of the Disclosure Statement be held on March 23, 2023 at 1:00 p.m., in Courtroom 9-C, Baltimore. The deadline to file written acceptances or rejections of the plan is March 15, 2023. The deadline for filing and serving written objections to confirmation of the Plan is March 15, 2023. The deadline to submit the tally of ballots is March 17, 2023. Attorney for the Trustee: Addison J. Chappell, Esq. MILES & STOCKBRIDGE P.C. 100 Light Street Baltimore, MD 21202 About Keyway Apartment Rentals Keyway Apartment Rentals, LLC, is a Maryland limited liability company that owns a 63-unit residential apartment complex situated upon three parcels of real property known as 113 Kinship Road, 122 Kinship Road, and 123 Willow Spring Road in Dundalk, Baltimore County, Md. Keyway sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 22-13389) on June 21, 2022. In the petition signed by its managing member, George Divel, III, the Debtor disclosed $6,653,350 in assets and $4,252,151 in liabilities. Judge Michelle M. Harner oversees the case. Joseph M. Selba, Esq., at Tydings and Rosenberg, LLP, is the Debtor's legal counsel. Patricia Jefferson, the Chapter 11 trustee appointed in the Debtor's case, is represented by Miles & Stockbridge P.C. LABORATORIO ACROPOLIS: Court Confirms Non-Consensual Plan --------------------------------------------------------- Judge Mildred Caban Flores entered an order confirming the Chapter 11 Subchapter V of Laboratorio Acropolis Inc. The last payment date under the confirmed Plan is 60 months after the effective date of the Plan. "There are no objections to the confirmation of the plan; however, this is a non-consensual plan because Firstbank Puerto Rico filed a ballot rejecting the plan. ORDER: In light of the 1129 Statement and based on the proffers made by the debtor's counsel in open court, the small business subchapter v plan dated December 6, 2022 supplemented on December 20, 2022, January 26, 2023, and January 27, 2023 is confirmed pursuant to 11 U.S.C. Sec. 1191(b)," the COurt held following the Feb. 8 hearing. The Court will not require the Subchapter V trustee to make the payments to creditors under the plan pursuant to 11 U.S.C. Sec. 1194(b). About Laboratorio Acropolis Laboratorio Acropolis, Inc., was incorporated in 2004 to purchase as a going concern a business named "Laboratorio Acropolis," a provider of clinical laboratory services. Laboratorio Acropolis previously filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-04609) on June 9, 2016. Laboratorio Acropolis sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 19-02601) on May 8, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of between $1 million and $10 million. Judge Mildred Caban Flores presides over the case. Attorney for the Debtor: Gloria Justiniano Irizarry, Esq. Law Office of Gloria Justiniano Irizarry Calle A. Ramirez Silva, Suite 8 Mayaguez, PR 00680-4714 Tel: (787) 831-3577 E-mail: justiniano@gmail.com LAZY J. RANCH: Seeks to Hire Maxwell Dunn as Legal Counsel ---------------------------------------------------------- Lazy J. Ranch Corporation seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan to employ Maxwell Dunn, PLC as its legal counsel. The firm's services include: a. assisting the Debtor in the preparation of bankruptcy schedules and statements and any amendments thereto; b. advising the Debtor for duties while in a Chapter 11 bankruptcy; c. attending the initial debtor interview scheduled by the Office of the U.S. Trustee and facilitating the Debtor's requirements for the meeting, and attending the initial status conference as directed by the court and meeting of creditors pursuant to Section 341; d. preparing pleadings; e. attending the 60-day status conference and all other hearing appurtenant to Subchapter V of Chapter 11; f. managing the receipt, review and filing of monthly operating reports and any other documents, reports or filings that the Debtor is required to submit; g. preparing applications for compensation of the firm and any other professionals that may be employed by the estate; h. preparing pleadings related to sale applications or valuation motions, if any; i. attending hearings and meetings, as requested; j. negotiating with creditors regarding critical aspects of the Chapter 11 proceeding and the plan confirmation process; k. consulting the Debtor regarding the Chapter 11 proceeding and advising the responsible party regarding various aspects of the matter; l. consulting professionals who the estate may need to hire; m. preparing a Chapter 11 plan, disclosure statement and ballots to be served to creditors; n. filing and representing the Debtor in any adversary proceedings that may arise; and o. other legal services. The firm will be paid at these rates: Ethan Dunn, Owner/Attorney $400 per hour Alexander Berry-Santoro, Managing Attorney $325 per hour Amie Lovins, ABA Accredited Paralegal $150 per hour Khari Caldwell, Op Manager/Legal Assistant $115 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The retainer fee is $7,500. Alexander Berry-Santoro, Esq., a partner at Maxwell Dunn, 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: Alexander J. Berry-Santoro, Esq. Maxwell Dunn, PLC 220 S. Main St., Ste. 213 Royal Oak, MI 48067 Tel: (248) 246-1166 Email: aberrysantoro@maxwelldunnlaw.com About Lazy J. Ranch Corporation Lazy J. Ranch Corporation filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Mich. Case No. 23-00137) on Jan. 20, 2023. Kelly M. Hagan has been appointed as Subchapter V trustee. Maxwell Dunn, PLC serves as the Debtor's legal counsel. LGID NY: Taps Shafferman & Feldman as Bankruptcy Counsel -------------------------------------------------------- LGID NY, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Shafferman & Feldman, LLP as its bankruptcy counsel. The firm's services include: (a) providing advice to the Debtor with respect to its powers and duties under the Bankruptcy Code in the continued operation of its business and the management of its property; (b) negotiating with creditors of the Debtor, preparing a plan of reorganization and taking the necessary legal steps to consummate a plan, including, if necessary, negotiations with respect to financing a plan; (c) appearing before various taxing authorities to work out a plan to pay taxes owing in installments; (d) preparing legal documents and appearing before the court; and (e) other necessary legal services. Joel Shafferman, Esq., is the attorney at Shafferman & Feldman who will be representing the Debtor in its bankruptcy case. His billing rate is $450 an hour. The firm received a retainer in the amount of $16,738, inclusive of the filing fee, from HSK Capital Group, LLC. As disclosed in court filings, Shafferman & Feldman is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joel M. Shafferman, Esq. Shafferman & Feldman, LLP 137 Fifth Avenue, 9th Floor New York, NY 10010 Tel: (212) 509-1802 Fax: (212) 509-1831 Email: shaffermanjoel@gmail.com About LGID NY LGID NY, LLC, a company in Brooklyn, N.Y., filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 22-43171) on Dec. 21, 2022, with $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Judge Elizabeth S. Stong oversees the case. Joel M. Shafferman, Esq., at Shafferman & Feldman, LLP is the Debtor's legal counsel. LRM PACKAGING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: LRM Packaging, Inc. 41 James Street South Hackensack, NJ 07606 Business Description: LRM Packaging Inc. is a full service contract packaging company with over 50 years of experience in the food, supplements and specialty packaging industries. Packaging Powder and granular product is the Company's expertise, as well as snack foods, dry food products and liquids. Chapter 11 Petition Date: February 23, 2023 Court: United States Bankruptcy Court District of New Jersey Case No.: 23-11455 Debtor's Counsel: Douglas J. McGill, Esq. WEBBER MCGILL LLC 100 E. Hanover Avenue Suite 401 Cedar Knolls, NJ 07927 Tel: (973) 739-9559 Fax: (973) 739-9575 Email: dmcgill@webbermcgill.com Total Assets: $1,766,502 Total Liabilities: $1,524,298 The petition was signed by John Natali, Jr. as president. 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/ZBGXJTI/LRM_Packaging_Inc__njbke-23-11455__0001.0.pdf?mcid=tGE4TAMA LTL MANAGEMENT: Asks 3rd Circuit for Dismissal Rehearing -------------------------------------------------------- Vince Sullivan of Law360 reports that Johnson & Johnson's bankrupt talc unit has asked the Third Circuit to reconsider the dismissal of its Chapter 11 case, saying the ruling was inconsistent with precedent, while also telling a New Jersey bankruptcy judge Tuesday, February 14, 2023, that it is preparing to return to the tort system if its efforts fail. About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. M6 ETX: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on M6 ETX Holdings II MidCo LLC (M6 ETX) and its 'B+' issue-level rating on its term loan B (TLB). S&P's '3' recovery rating remains unchanged, indicating its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. The stable outlook reflects S&P's view that the company's S&P Global Ratings-adjusted debt to EBITDA will be 4.5x in 2023 before declining to 3.5x in 2024. M6 ETX, an affiliate company of M6 Midstream LLC (Momentum), announced a $150 million add-on to its outstanding $597 million term loan B (TLB) due 2029. The company will use the net proceeds from this add-on to repay the $137 million of outstanding borrowings on Align Midstream's, which is merging with M6 ETX, revolving credit facility (RCF). The merger with Align Midstream will not materially affect M6 ETX's credit metrics. S&P said, "Our issuer credit rating on M6 ETX reflects its merger with Align Midstream and issuance of a $150 million add-on to its $597 million TLB, which it will use to repay Align's outstanding revolver borrowings. We anticipate that the merger will provide the company with incremental EBITDA of $30 million-$40 million per year. In addition, we estimate the incremental debt issuance will be neutral to the combined entity's credit metrics. We forecast leverage of 4.5x in 2023, which will decline to 3.5x in 2024 through EBITDA growth." S&P expects the positive fundamentals in the Haynesville basin to support rising volumes. The merger with Align will increase M6 ETX's dedicated acreage to 700,000 from 500,000, while its gathering and transportation throughput will expand to 1,600 million cubic feet per day (MMcf/day) from 1,000 MMcf/day. The latest report from the U.S. Energy Information Administration (EIA) indicates a 13% increase in natural gas production in the Haynesville Basin, reaching 16.47 billion cubic feet per day (bcf/day) in February 2023 compared to the previous year. As the natural gas production in the basin continues to grow, S&P expects an improvement in M6 ETX's throughput volumes and cash flow profile. M6 ETX's contract portfolio benefits from its take-or-pay contracts and investment-grade customers. S&P anticipates that investment-grade customers will account for about 50% of the combined entity's total margin, while its share of contracts with minim volume commitments will comprise up to 40% of its total volume. While these factors are positive for the stability of the company's earnings, its top-line revenue remains somewhat exposed to volumetric risk, given that 15% of its gross margin is exposed to commodity prices. S&P said, "The stable outlook reflects our view that M6 ETX will increase its throughput volumes over the next three years supported by the favorable commodity pricing environment, the rising volume of production activity in the Haynesville basin, and higher demand for liquefied natural gas (LNG). We project S&P Global Ratings-adjusted debt to EBITDA of 4.5x in 2023, declining to 3.5x in 2024. "We could take a negative rating action on M6 ETX if its leverage exceeds 5x. This could occur if the throughput volumes generated by its acreage dedication contracts are lower than we expect. "Although unlikely in the near term, we could take a positive rating action on the company if it materially increases its size and the scale of its operations while reducing its leverage below 4x on a sustained basis." ESG credit indicators: E-3, S-2, G-2 Environmental factors are a moderately negative consideration in S&P's credit rating analysis of M6 ETX. The company's asset base exposes it to climate transition risks that could affect its long-term gas volumes (although this is unlikely before 2030, in S&P's view). A remote risk relates to environmental liabilities stemming from natural gas leakage in its system, as well as carbon dioxide emissions when it operates its compression equipment. MBIA INC: Hosking Partners No Longer Owns Common Shares ------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Hosking Partners LLP disclosed that as of Dec. 31, 2022, it ceased to be the beneficial owner of shares of common stock of MBIA Inc. A full-text copy of the regulatory filing is available for free at https://tinyurl.com/2p875upf About MBIA MBIA Inc., together with its consolidated subsidiaries, operates within the financial guarantee insurance industry. MBIA manages its business within three operating segments: 1) United States public finance insurance; 2) corporate; and 3) international and structured finance insurance. The Company's U.S. public finance insurance portfolio is managed through National Public Finance Guarantee Corporation, its corporate segment is managed through MBIA Inc. and several of its subsidiaries, including our service company, MBIA Services Corporation, and its international and structured finance insurance business is primarily managed through MBIA Insurance Corporation and its subsidiary. As of Sept. 30, 2022, the Company had $4.01 billion in total assets, $4.86 billion in total liabilities, and a total deficit of $849 million. When the company's financials were announced in November 2022, Bill Fallon, MBIA's chief executive officer, noted, "Given the substantial restructuring of our Puerto Rico credits, we have retained Barclays as an advisor and have been working with them to explore strategic alternatives, including a possible sale of the company." Egan-Jones Ratings Company, on December 23, 2022, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by MBIA Inc. EJR also maintained its 'C' rating on commercial paper issued by the Company. NIELSEN & BAINBRIDGE: Targets Chapter 11 Exit by Early April ------------------------------------------------------------ Nielsen & Bainbridge, LLC, et al., submitted an emergency motion for entry of an order conditionally approving the adequacy of the disclosure statement, approving the solicitation and notice procedures with respect to confirmation of the debtors' proposed joint plan of reorganization, approving the forms of ballots and notices in connection therewith, and scheduling certain dates with respect thereto. On Feb. 9, 2023, the Debtors filed a chapter 11 Plan and an accompanying disclosure statement. The Plan has the broad support of the Debtors' key stakeholders, including: (a) the Debtors' current equity holder, Sycamore Partners Management, L.P.; (b) the Initial Plan Sponsors, who hold, collectively, over 52% of the aggregate principal amount outstanding under the Debtors' first lien term loan facility and 100% of the aggregate principal amount outstanding under the Debtors' second lien term loan facility; and (c) the Prepetition ABL Lenders. The restructuring transactions embodied in the Plan contemplate a going-concern sale of the Reorganized Debtors to the Initial Plan Sponsors, subject to higher or otherwise better bids facilitated through a prepetition marketing process that will continue on a postpetition basis. The Plan provides treatment for all holders of claims against the Debtors, with additional value procured in the auction process flowing through a standard waterfall to creditors. Based on the milestones contained in the DIP Credit Agreement, the Debtors intend to move expeditiously through chapter 11 with a target emergence of early April -- 60 days from the Petition Date. Given the need for stability in the Debtors operations, meeting this timeline is vital to a successful reorganization. The Debtors ask the Court to establish these dates and deadlines with respect to the Confirmation of the Plan, subject to modification as necessary: * Feb. 24, 2023, is the Voting Record Date or the date for determining which holders of Claims in the Voting Classes are entitled to vote to accept or reject the Plan. * The Solicitation Deadline will be on Feb. 27, 2023. * The Plan Supplement Deadline will be on March 10, 2023. * The Voting Deadline will be on March 17, 2023, at 4:00 p.m., prevailing Central Time. * The Plan and Disclosure Statement Objection Deadline will be on March 17, 2023, at 4:00 p.m., prevailing Central Time. * The Deadline to File Voting Report will be on March 22, 2023. * The Combined Hearing Date will be on March 24, 2023, at 10:30 a.m., prevailing Central Time. Proposed Co-Counsel to the Debtors: Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. J. Machir Stull, Esq. Victoria Argeroplos, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 E-mail: mcavenaugh@jw.com jwertz@jw.com mstull@jw.com vargeroplos@jw.com - and - Joshua A. Sussberg, Esq. Steven N. Serajeddini, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 E-mail: joshua.sussberg@kirkland.com steven.serajeddini@kirkland.com - and - Joshua M. Altman, Esq. 300 North LaSalle Street Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 E-mail: josh.altman@kirkland.com About Nielsen & Bainbridge Nielsen & Bainbridge, LLC, is an end-to-end supplier of home decor and hardwire lighting operating under the trade name NBG Home. NBG Home serves a portfolio of prominent retail partners in the design, development, and fulfillment of products such as lighting, accents, furniture, soft home goods, wall decor, and frames sold under various brand names. NBG Home operates eight business units touching the brick-and-mortar and eCommerce spaces. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90071) on February 8, 2023. In the petition signed by Hope Margala, as authorized signatory, the Debtors disclosed up to $500 million in assets and up to $1 billion in liabilities. Judge David R. Jones oversees the case. The Debtors tapped Jackson Walker LLP as local bankruptcy counsel, Kirkland and Ellis LP and Kirkland and Ellis International LLP as general bankruptcy counsel, Alvarez and Marsal North America, LLC as financial advisor, Guggenheim Securities, LLC as investment banker, Hilco Real Estate, LLC as exclusive sales agent, and Omni Agent Solutions as claims, noticing, solicitation agent and administrative advisor. KKR Loan Administration Services, LLC, serves as administrative agent and collateral agent under the DIP Facility. Counsel to the DIP Lenders are: Dennis F. Dunne, Esq. Matthew L. Brod, Esq. Milbank LLP 55 Hudson Yards New York, NY 10001 Wells Fargo Bank, National Association is the administrative agent and collateral agent under the Prepetition ABL Facility. Counsel to the Prepetition ABL Agent are: Julia Frost-Davies, Esq. Christopher L. Carter, Esq. Morgan, Lewis & Bockius LLP One Federal Street Boston, MA 02110 OLD MAJESTIC BREWING: Taps Wilkins Bankester Biles as Counsel ------------------------------------------------------------- Old Majestic Brewing Company, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Alabama to employ Wilkins Bankester Biles & Wynne. The Debtor requires legal counsel to: a. take appropriate action with respect to secured and priority creditors; b. take appropriate action with respect to possible voidable preference and transfers; c. prepare legal papers and try before the court issues that are deemed necessary; d. investigate the accounts of the Debtor and the financial transactions related thereto; e. perform all other necessary legal services for the Debtor in connection with its Chapter 11 case. Marion Wynne, Jr., Esq., the firm's attorney who will be handling the case, will charge $300 per hour. In addition, the firm will be reimbursed for out-of-pocket expenses incurred. Marion Wynne, Jr., Esq., a partner at Wilkins, Bankester, Biles & Wynne, 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: Nicolas Trey Canida, Esq. Wilkins, Bankester, Biles & Wynne, PA P.O. Box 1367 Fairhope, AL 36533 Phone: 251-928-1915 Email: tcanida@wbbwlaw.com About Old Majestic Brewing Company Old Majestic Brewing Company, LLC is a craft beer distribution brewery in Mobile, Ala. Old Majestic Brewing Company filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 22-12666) on Dec. 28, 2022, with $108,817 in assets and $1,170,543 in liabilities. Chad Marchand, manager and member of Old Majestic Brewing Company, signed the petition. Judge Henry A. Callaway presides over the case. The Debtor tapped Marion E. Wynne, Jr., Esq., at Wilkins, Bankester, Biles & Wynne, P.A. as legal counsel and Carrie K Montgomery CPA as accountant. OMAHA BEACH: Seeks to Hire Joel M. Aresty as Legal Counsel ---------------------------------------------------------- Omaha Beach 3017, LLC (DE) seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Joel M. Aresty, P.A. as its bankruptcy counsel. The Debtor requires a bankruptcy counsel to: (a) give advice with respect to the Debtor's powers and duties and the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare legal documents; (d) protect the interest of the Debtor in all matters pending before the court; and (e) negotiate with creditors in the preparation of a Chapter 11 plan. The firm will be paid at the rate of $440 per hour and will be reimbursed for out-of-pocket expenses incurred. The Debtor requested $11,000 for retainer and $2,000 for costs. Joel Aresty, Esq., disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joel M. Aresty, Esq. Joel M. Aresty, P.A. 309 1st Ave S Tierra Verde FL 33715 Tel: (305) 904-1903 Fax: (800) 899-1870 Email: Aresty@Mac.com About Omaha Beach 3017, LLC (DE) Omaha Beach 3017, LLC (DE) sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-10666) on Jan. 27, 2023, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Laurel M Isicoff presides over the case. Joel M. Aresty, Esq. at Joel M. Aresty, P.A. represents the Debtor as counsel. OUTPOST PINES: Case Summary & Seven Unsecured Creditors ------------------------------------------------------- Debtor: Outpost Pines LLC 37 Fire Island Blvd Fire Island Pines, NY 11782 Business Description: The Debtor is engaged in activities related to real estate. The Debtor owns in fee simple title properties located in Sayville, NY, valued at $13.5 million. Chapter 11 Petition Date: February 23, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-70617 Judge: Hon. Robert E. Grossman Debtor's Counsel: Mark Frankel, Esq. BACKENROTH FRANKEL & KRINSKY, LLP 800 Third Avenue New York, NY 10022 Tel: (212) 593-1100 Fax: (212) 644-0544 Email: mfrankel@bfklaw.com Total Assets: $13,979,967 Total Liabilities: $11,815,019 The petition was signed by Patrick J. McAteer as authorized signatory. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YQTERXA/Outpost_Pines_LLC__nyebke-23-70617__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Seven Unsecured Creditors: Entity Nature of Claim Claim Amount 1. FIPPOA Lot-Rental $1,323 POB 5305 Outpost Fire Island Pines, NY 11782 2. IR Holdings Loan $1,549,221 Ian Reiser 230 Central Park South New York, NY 10019 3. New York State Workers $5,707 Insurance Fund Compensation POB 66699 Albany, NY 12206 4. Optimum Pest Control $173 POB 570113 Whitestone, NY 11357 5. Small Business Personal $161,941 Administration Property Office of Disaster Assistance 14925 Kinsport Road Fort Worth, TX 76155 6. Teague Services $125 POB 888 Sayville, NY 11782 7. Top Stitch Repairs Hotel $1,217 Upholstery 491 W Main St Central Islip, NY 11722 PARTY CITY HOLDCO: Taps PwC as Tax Related Services Provider ------------------------------------------------------------ Party City Holdco Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ PricewaterhouseCoopers LLP (PwC) as an accounting and valuation advisory services, tax related services, and internal audit Sarbanes-Oxley Act support services provider. The firm will render these services: I. Accounting and Valuation Advisory Services (a) advise the Debtors on the scope of accounting and financial reporting changes introduced by their Bankruptcy; (b) analyze and advise the Debtors on certain accounting and reporting issues related to the Bankruptcy; (c) advise the Debtors on certain potential financial reporting and Securities and Exchange Commission (SEC) filing matters that the Debtors may consider related to their Bankruptcy; (d) advise on the potential impact of the Bankruptcy on certain of the Debtors' current accounting and financial reporting policies, procedures, systems, and processes, based on authoritative guidance; (e) read the listing of court dockets and advise the Debtors on certain potential accounting matters that they may consider related to the Bankruptcy; (f) advise the Debtors on the analysis of their enterprise value reconciliation; and (g) read the Debtors' transaction agreements and comment on certain accounting consideration. II. Valuation Services (a) perform estimates of value in the following contexts for the Debtors' consideration in their accounting, tax planning and tax reporting; (b) perform debt restructuring services; (c) assist with the analysis of the consolidated financial statement tax accrual for the fiscal year-end periods, ending on the Saturday nearest December 31 of each year, and any interim periods required; (d) assist in other recurring tax services; (e) provide internal audit SOX support services; and (f) perform certain additional accounting advisory services on an ad hoc basis. The hourly rates of PwC's professionals are as follows: I. Accounting and Valuation Advisory Services Partner $1,140 Managing Director $1,075 Director $975 Senior Manager $860 Manager $755 Senior Associate $645 Associate $300 - $540 II. Tax Related Services A. Tax Consulting/Specialist Partner/Principal $1,140 Director $975 Senior Manager $860 Manager $755 Senior Associate $646 Associate $540 B. Tax Services Recurring Core Partner/Principal $775 Director $700 Senior Manager $700 Manager $575 Senior Associate $475 Associate $350 C. Tax Services Recuring Specialist Partner/Principal $886 Director $798 Senior Manager $798 Manager $708 Senior Associate $598 Associate $446 III. Ad Hoc Accounting Advisory Services Partner $975 Managing Director $925 Director/Senior Manager $725 Manager $625 Senior Associate $525 Associate $225 PwC has agreed to be paid a fee of $590,000 to $660,000 for internal audit SOX support services. In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. Prepetition, the Debtors paid PwC a retainer of $176,349, of which $132,173 remains as of the petition date to be applied towards approved post-petition fees and expenses. Rajeeb Das, a partner at PricewaterhouseCoopers, 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: Rajeeb Das PricewaterhouseCoopers, LLP 300 Madison Avenue New York, NY 10017 Telephone: (646) 471-4000 Facsimile: (646) 471-3188 About Party City Holdco Party City Holdco Inc. (NYSE: PRTY) is the global leader in the celebrations industry, with its offerings spanning more than 70 countries around the world. Party City is also the largest designer, manufacturer, distributor, and retailer of party goods in North America. Party City had 761 company-owned stores as of September 2022. PCHI is headquartered in Woodcliff Lake, N.J. with additional locations throughout the Americas and Asia. Party City Holdco Inc. and its domestic subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. 23-90005) on Jan. 17, 2023. The Company disclosed total assets of $2,869,248,000 against total debt of $3,022,960,000 as of Sept. 30, 2022. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel; Moelis & Company LLC as investment banker; AlixPartners, LLP as financial advisor; A&G Realty Partners as real estate advisor; and PricewaterhouseCoopers LLP (PwC) as an accounting and valuation advisory services, tax related services, and internal audit Sarbanes-Oxley Act support services provider. Kroll is the claims agent. Davis Polk & Wardwell LLP and Lazard are serving as legal counsel and investment banker, respectively, to the Ad Hoc Group of First Lien Holders. PARTY CITY: Seeks to Hire Ernst & Young as Tax Services Provider ---------------------------------------------------------------- Party City Holdco, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Ernst & Young LLP as their audit and tax services provider. The firm will render these services: a. Audit Services i. Conduct an audit of the Debtors' consolidated financial statements for the financial year ending December 31, 2022, in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) (Core Audit Services); ii. Conduct other services in connection with the Audit Services, including incremental audit effort and other audit-related services such as research and/or accounting consultation with management related to matters such as impairment of goodwill and other indefinite lived intangible assets, impairment of other intangible assets and long lived assets, additional inventory reserves related to the bankruptcy, assessment of leases for anticipated closing stores, evaluation of debt accounting and disclosures, litigation, and other contingencies (Additional Audit Services). The performance of Additional Audit Services may also result from unanticipated changes in the scope of the Core Audit Services or the inability of the Company to provide the expected support and assistance contemplated when determining the fees for the Core Audit Services; and iii. Conduct an audit of the financial statements, related notes, and supplemental schedules of (A) Debtor Amscan Inc.'s Profit Sharing and Savings Plan for the eleven months ending December 1, 2021, and (B) Debtor Party City Holdings Inc.'s 401(k) Plan for the financial year ending December 31, 2021 (collectively, Pension Plans Audit). b. Tax Services i. Advise on the federal and state and local income and indirect tax implications of the restructuring alternatives Debtors are evaluating with existing creditors in connection with the bankruptcy filing that may result in a change in the equity, capitalization, and/or ownership of the shares of Debtors and their assets; ii. Provide services that may include tax analysis of plan of transaction-related documents (such as plan or reorganization and disclosure schedules), transaction alternative modelling and supporting tax structuring advice, tax attribute planning and analysis and related computations (e.g., analysis of cancellation of indebtedness income, tax basis, earnings and profits, Section 382, unified loss rule), transaction cost analysis, cash tax modeling, and tax advice regarding settlement of intercompany debt; iii. Advise with determining the validity and amount of bankruptcy tax claims or assessments; iv. Provide tax opinions or technical memorandums or assisting in obtaining a private letter ruling from tax authorities with the above items (as requested); and v. Provide routine on call tax advisory services (ROCA). The firm will be paid as follows: a. Audit Services i. EY LLP estimates that the fees Core Audit Services will be $3,999,000. EY LLP has already billed, and the Debtors have already paid, $3,439,295 for the Core Audit Services. ii. EY LLP estimates that the fees for the Pension Plans Audit will amount to $80,000, which EY LLP has already billed and the Debtors have already paid in full. iii. Under the Engagement Letters, the Debtors shall pay fees for the Additional Audit Services based on the time that EY LLP professionals spend performing them, as adjusted annually on July 1, while the services under the related Engagement Letters are being performed. The hourly rates, by level of professional, for the Additional Audit Service are as follows: Audit Professional Hourly Rate (USD) Partner $1,230 Managing Director $740 Senior Manager $520 Manager $420 Senior $250 Staff $160 Tax, IT, and Valuation Hourly Rate (USD) Professional Partner/Principal $1,400 Managing Director $850 Senior Manager $600 Manager $470 Senior $290 Staff $180 b. Tax Services: Under the Engagement Letters, the Debtors shall pay fees for the Tax Services based on the time that the EY LLP professionals spend performing them while the services under the Engagement Letter are being performed. The hourly rates, by level of professional, for the Tax Services and the ROCA services are as follows: i. Tax Services: Tax Professional Hourly Rate (USD) Partner/Principal $1,250 Managing Director $1,150 Senior Manager $950 Manager $850 Senior $600 Staff $400 ii. ROCA: Tax Professional Hourly Rate (USD) Partner/Principal $1,050 Managing Director $950 Senior Manager $750 Manager $650 Senior $500 Staff $375 In addition, the Debtors have agreed to reimburse EY LLP for any direct expenses incurred. As disclosed in the court filings, EY LLP is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and EY LLP does not hold nor represent any interest materially adverse to any of the Debtors, their affiliates, their creditors, or any other parties in interest. The firm can be reached through: Teodora Pankova Ernst & Young LLP One Manhattan West New York, NY 10001 Tel: +1 212 773 3000 About Party City Holdco Party City Holdco Inc. (NYSE: PRTY) is the global leader in the celebrations industry, with its offerings spanning more than 70 countries around the world. It is also the largest designer, manufacturer, distributor, and retailer of party goods in North America. Party City Holdco had 761 company-owned stores as of September 2022. It is headquartered in Woodcliff Lake, N.J. with additional locations throughout the Americas and Asia. On Jan. 17, 2023, Party City Holdco and its domestic subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90005). Party City Holdco disclosed total assets of $2,869,248,000 against total debt of $3,022,960,000 as of Sept. 30, 2022. Judge David R. Jones oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Porter Hedges, LLP as legal counsels; Moelis & Company, LLC as investment banker; A&G Realty Partners as real estate consultant; and AlixPartners, LLP as restructuring advisor. David Orlofsky, managing director at AlixPartners, serves as the Debtors' chief restructuring officer. Kroll Restructuring Administration, LLC is the claims, noticing and solicitation agent. Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and investment banker, respectively, to the ad hoc group of first lien holders. PATCHELL HOLDINGS: Moody's Affirms B3 CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Investors Service affirmed Patchell Holdings Inc.'s (PHI) B3 corporate family rating, B3-PD probability of default rating, and B2 rating on the senior secured first-lien debt issued at PHI's subsidiary GoodLife Fitness Centres Inc. The outlook remains stable. The ratings affirmation reflects Moody's expectation that the company will continue to improve its operating performance while recovering from Covid as memberships increase and the benefits of price increases are realized. The higher interest rate environment and the uncertainty in the pace and scale of membership growth post COVID continues to exist and could cause cash flow and liquidity to be weaker than Moody's expectation. However, if needed, the company can adjust capex, has access to a C$75 million Delayed Draw Term Loan until October 2023, and could also establish an up to C$100 million super senior revolving facility by October 2023 to support its liquidity, as permitted under its existing credit agreement. Affirmations: Issuer: Patchell Holdings Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Issuer: Goodlife Fitness Centres Inc. Backed Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD3) Outlook Actions: Issuer: Patchell Holdings Inc. Outlook, Remains Stable Issuer: Goodlife Fitness Centres Inc. Outlook, Remains Stable RATINGS RATIONALE Patchell Holdings Inc.'s B3 CFR is constrained by: 1) Moody's expectation of weak but improving coverage and leverage metrics in 2023 and 2024; 2) uncertainty around the pace and scale of recovery in revenue and earnings after membership declined materially as a result of the Coronavirus pandemic; and 3) fitness industry business risks as a result of exposure to shifts in consumer spending habits, competition from at home workout products and high membership attrition rates. The company is supported by: 1) its strong position as the premier fitness club operator in Canada, with over 360 clubs located across Canada under its GoodLife, Fit4Less and Econofitness banners, that will support its recovery; 2) Moody's expectation that pent up demand and a greater focus on physical health will drive revenue and EBITDA growth; and 3) adequate liquidity profile. PHI has adequate liquidity over the next four quarters. The company had cash of around C$76 million at December 2022, which Moody's expects will be just enough to cover the cash burn. Moody's expects PHI will generate negative free cash flow of around C$60 million over the next four quarters through December 2023, driven by higher interest expense and capex spending (can be adjusted). The company does have access to a C$75 million delayed draw term loan (available to draw until October 2023) that it could use to bolster liquidity. PHI also has the ability to establish up to C$100 million super senior revolving facility until October 2023 under its existing agreements. The company is subject to a net first lien leverage covenant that steps down quarterly starting the quarter ending December 2022. Moody's expects that PHI will be in compliance with its covenants when tested. The C$625 million first-lien term loan facility and C$75 million delayed draw term loan (both due in October 2026) are rated B2, one notch higher than the B3 CFR. The one notch differential is driven by the first lien facilities' effective priority over unsecured obligations, mainly consisting of operating lease commitments. The stable outlook reflects Moody's expectation that PHI's credit metrics will improve over the next 12-18 months driven by recovering revenue and earnings, and that it will maintain adequate liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company's revenue and EBITDA improve, its leverage declines below 6x on a Moody's adjusted basis (over 7x expected in 2023), and the company's liquidity profile improves as a result of sustained positive free cash flow generation. The ratings could be downgraded if the company's revenue and EBITDA declined, leverage is sustained above 7.5x, EBITDA/interest trends towards 1x, inability to establish a committed revolving facility of adequate size and duration, or if the company's liquidity profile deteriorated as a result of sustained negative free cash flow. Patchell Holdings Inc. is the parent company of Goodlife Fitness Centres Inc., the premier operator of fitness clubs (gyms) in Canada, with locations in every province. The company is headquartered in London, Ontario. The company has several banners, including its full-service GoodLife clubs, its high value low cost (HVLC) Fit4Less offerings, and Econofitness clubs in Quebec. Patchell Holdings Inc. is the guarantor of the debt issued at GoodLife Fitness Centres Inc. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. PREMIER HOLDING: SEC Revokes Securities Registration ---------------------------------------------------- The U.S. Securities and Exchange Commission has revoked the registration of securities of Premier Holding Corp., for failure to comply with periodic filing requirements. An order instituting proceedings (OIP) alleges that Premier Holding Corp. is a defaulted California corporation located in Tustin, California, with a class of securities registered with the Commission pursuant to Securities Exchange Act Section 12(g). Premier Holding Corp. is delinquent in its periodic filings with the Commission, having not filed any periodic reports since it filed a Form 10-Q for the period ended June 30, 2018, which reported a net loss of $5,348,932 for the prior three months. The OIP alleges that, as of August 29, 2022, unsolicited quotations for the Company's common stock were quoted on OTC Link operated by OTC Markets Group Inc. The OIP directed Premier Holding Corp. to file an answer to the allegations contained therein within 10 days after service, as provided by Rule 220(b) of the Commission's Rules of Practice. The OIP informed the Company that if it failed to answer, it may be deemed in default, the proceedings may be determined against it upon consideration of the OIP, and the allegations in the OIP may be deemed to be true as provided in the Rules of Practice.10 Premier Holding Corp. failed to file an answer in response to the OIP. The Company again failed to respond to an order to show cause why it should not be found in default. The Commission finds the Company to be in default, deems the allegations to be true, and revokes the registrations of Premier Holding's securities. A full-text copy of the SEC remedial action against Premier Holding is available for free at https://tinyurl.com/2p94hy2n About Premier Holding Corp. Premier Holding Corp. is a publicly traded energy services holding company that offers the deregulated power and energy efficiency sectors financial expertise which includes access to capital, mergers, acquisitions, joint ventures and management strategies to its current division E3 and other future divisions and/or acquisitions. In its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on June 28, 2019, for the three months ended June 30, 2018, Premier Holding disclosed that as of June 30, 2018, the Company had total assets of $1,149,310, total liabilities of $3,046,895, and $1,897,585 in total stockholders' deficit. As of June 30, 2018, the Company had an accumulated deficit of approximately $42 million. For the six months ended June 30, 2018 and 2017, the Company incurred operating losses of $1,918,424 and $4,534,127, respectively, and used cash in operating activities of $1,073,620 and $1,422,910, respectively. These conditions raise substantial doubt about the Company's ability to continue as a going concern. R&M DISTRIBUTORS: Taps Osvaldo J. Alvarez Paduani as Accountant --------------------------------------------------------------- R&M Distributors Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Osvaldo J. Alvarez Paduani, CPA, as accountant. The accountant will render these services: (a) close out the Debtor's books as of the date of the filing of this case, and to open new books as of the next day thereafter; (b) establish a new bookkeeping system to replace the system heretofore used by the Debtor; (c) prepare the periodic statements of the Debtor in possession's operations as required by the rules of this court; (d) prepare and file the Debtor's state and federal tax return for the fiscal year which ended in the semester prior to the date of the filing of this case; (e) prepare General Ledger and Disbursements Register; (f) reconcile the account; (g) prepare Certified Interim Financial Statements as needed; (h) prepare Annual Financial Statements and Returns; (i) provide tax and management counseling; and (j) represent in taxes investigations. The accountant will bill on the basis of $250.00 per month. Mr. Alvarez Paduani disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The accountant can be reached at: Osvaldo J. Alvarez Paduani, CPA Urb. Muñoz Rivera Calle Cascada, #9 Guaynabo, PR 00969 Telephone: (787) 424-3734 Email: osvaldo_alvarez831@hotmail.com About R&M Distributors R&M Distributors, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-03718) on Dec. 23, 2022, listing $100,001 to $500,000 in both assets and liabilities. Judge Mildred Caban Flores oversees the case. The Debtor tapped Juan C. Bigas-Valedon, Esq., at Juan C. Bigas Valedon Law Office as counsel and Osvaldo J. Alvarez Paduani, CPA, as accountant. RED VENTURES: Moody's Affirms B1 CFR & Alters Outlook to Positive ----------------------------------------------------------------- Moody's Investors Service affirmed Red Ventures, LLC's Corporate Family Rating at B1, Probability of Default Rating at B2-PD and senior secured bank credit facilities ratings at B1. Concurrent with this rating action, Moody's assigned a B1 rating to the proposed $850 million senior secured term loan B. The outlook was revised to positive from stable. Following is a summary of the rating actions: Affirmations: Issuer: Red Ventures, LLC Corporate Family Rating, Affirmed at B1 Probability of Default Rating, Affirmed at B2-PD Backed Senior Secured First-Lien Revolving Credit Facility, Affirmed at B1 (LGD3) Backed Senior Secured First-Lien Term Loan B, Affirmed at B1 (LGD3) Assignments: Issuer: Red Ventures, LLC Backed Senior Secured First-Lien Term Loan B, Assigned B1 (LGD3) Outlook Actions: Issuer: Red Ventures, LLC Outlook, Changed to Positive from Stable The new term loan B combined with borrowings under the revolving credit facility (RCF) will be used to repay the existing $1.2 billion outstanding term loan maturing November 2024 ("2024 Term Loan"). The proposed term loan B will be issued by the same borrower/co-borrower entities, secured by the same collateral package and guaranteed by the same guarantors as the 2024 Term Loan and RCF. The assigned rating is subject to review of final documentation and no material change in the size, terms and conditions of the transaction as advised to Moody's. Upon transaction closing, Moody's will withdraw the B1 rating on the 2024 Term Loan. RATINGS RATIONALE The affirmation of the B1 CFR reflects Moody's expectation that Red Ventures' integrated end-to-end digital marketing platform, online customer acquisition and sales center operating model will remain fairly resilient and generate solid free cash flow (FCF) even with recessionary pressures in 2023. Moody's expects that Red Ventures will continue to experience favorable digital ad market trends and achieve share gains longer-term as clients adopt its data-driven approach to marketing. The outlook revision to positive reflects Moody's view that Red Ventures will increase EBITDA, demonstrate improved credit protection measures and disciplined financial policies, and generate close to $200 million of FCF in 2023 following substantial deleveraging of the balance sheet. In June 2022, RV repaid $1.289 billion of the 2024 Term Loan (roughly 45%) with a portion of the sale proceeds received from the contribution of its RV Health business to a new joint venture with UnitedHealth Group Inc. Red Ventures' pro forma EBITDA was reduced following RV Health's deconsolidation. However, owing to the disproportionately higher amount of debt repaid relative to deconsolidated EBITDA, financial leverage declined to around 5x (pro forma) total debt to EBITDA from approximately 7x previously. Moody's projects leverage will decrease to 4x by the end of this year and improve to 3.5x by 2024 (all leverage metrics calculated and adjusted by Moody's). While Moody's expects the economy to remain challenged and media spend to be subdued this year, Red Ventures' proactive operational investments and operating expense reductions, combined with an expected rebound in the Financial Services and Education verticals will yield near-term EBITDA growth and margin improvement. This, coupled with Moody's expectation that RV will focus on debt reduction, supports further deleveraging. A portion of RV Health's sale proceeds were also used for one-time cash outlays, including capital gains taxes related to the transaction and a $250 million distribution to shareholders. Based on Moody's definition of FCF (i.e., CFO less capital expenditures less dividends), the two payments resulted in negative FCF last year, which Moody's estimate was roughly -$380 million. However, excluding these non-recurring outlays, pro forma FCF was positive $171 million (also excludes Moody's estimate of RV Health's FCF). Red Ventures's B1 CFR is supported by the company's position as a leading US Internet publisher of editorial content with a robust online customer acquisition protocol designed around a proprietary analytics platform and performance-based revenue model. The company's digital marketing funnel, buoyed by its owned and operated websites, has consistently delivered higher customer traffic and sales conversions than its advertising clients' in-house marketing programs. RV maintains high adjusted EBITDA margins and relatively high organic revenue growth, though likely to moderate as the economy and advertising spend slow over the coming quarters. The company will continue to benefit from the long-term secular shift of brand marketing spend and consumer purchase activity from traditional channels to online platforms. The "asset-lite" operating model facilitates good conversion of EBITDA to positive FCF, supporting good liquidity and the ability to de-lever. The rating also considers Red Ventures': (i) moderately high financial leverage, albeit projected to decrease; (ii) M&A posture that can lead to volatile credit metrics as well as integration challenges; (iii) exposure to economically sensitive client spend leading to cyclical advertising and volatile transaction revenue; and (iv) moderately high exposure to customer, end market and geographic concentrations following the deconsolidation of RV Health. There is also exposure to governance risks related to private equity ownership, albeit somewhat mitigated given the sponsors' minority voting control and history of contributing equity to partially fund M&A. Over the next 12-18 months, Moody's expects Red Ventures will maintain good liquidity supported by nearly $200 million of FCF projected in 2023, cash balances of at least $100 million (cash totaled roughly $446 million as of September 30, 2022 or $196 million pro forma for the $250 million dividend distribution in Q4 2022) and access to the $1.02 billion RCF. ESG CONSIDERATIONS Red Ventures' ESG Credit Impact Score is highly negative (CIS-4), reflecting the company's neutral-to-low exposure to environmental risks, moderately negative social exposures to potential breaches of customers' personal data and human capital considerations, and highly-negative governance profile. Environmental risks are neutral-to-low (E-2) across all categories. The nature of Red Ventures' media activities, with limited exposure to physical climate risk and very low emissions of pollutants and carbon, results in low environmental risk. Social risks are moderately-negative (S-3) related to potential cyberattacks and breaches of customers' personal data resulting in safety and security concerns that could damage Red Ventures' reputation and prompt users to avoid using its owned and operated digital publications and e-commerce sites. Exposure to human capital is also moderately negative associated with Red Ventures' reliance on attracting, developing and retaining a highly skilled technology workforce. The company benefits from favorable exposure to demographic and societal trends, evidenced by continuing migration of consumers to its fast-growing online editorial content and advertisers shifting spend from traditional channels to digital platforms. Red Ventures' credit exposure to governance risks is highly-negative (G-4) due to a moderately high financial leverage profile and debt-financed M&A posture, offset by a good track record of repaying debt with equity raises, asset sale proceeds and free cash flow generation. This risk also reflects that Red Ventures is a privately-owned controlled company with significant ownership held by the founders and its equity sponsors (i.e., Silver Lake Partners, General Atlantic and ICONIQ), which have minority control and voting rights. None of the company's board members are independent, a further governance weakness. Somewhat offsetting this is management's successful track record of achieving business objectives, good financial performance, managing M&A risk and sizable debt repayment. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if Red Ventures demonstrates revenue growth and EBITDA margin expansion leading to consistent and increasing positive free cash flow generation and sustained reduction in total debt to EBITDA approaching 4x (as calculated and adjusted by Moody's) and free cash flow to adjusted debt of at least 6%. The company would also need to increase scale, maintain at least a good liquidity profile and exhibit prudent financial policies. Ratings could be downgraded if financial leverage is sustained above 5x total debt to EBITDA (as calculated and adjusted by Moody's) or EBITDA growth is insufficient to maintain free cash flow to adjusted debt of at least 2%. Market share erosion, significant client losses, sub-par organic revenue growth, weakened liquidity or if the company engages in leveraging acquisitions or sizable shareholder distributions could also result in ratings pressure. Headquartered in Fort Mill, South Carolina, Red Ventures, LLC is a wholly-owned operating subsidiary of Red Ventures Holdco, LP, which owns a portfolio of growing digital businesses that bring consumers and brands together through integrated e-commerce, strategic partnerships, and proprietary brands across Financial Services, Travel, CNET Group, Red Digital (marketing and tech partnerships), Education and International end markets. Private equity firms Silver Lake Partners, General Atlantic and ICONIQ are major investors in the company. Pro forma for the deconsolidation of RV Health, revenue for the twelve months ended September 30, 2022 totaled approximately $1.5 billion. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. REMODEL 615: Seeks to Hire Moglia Advisors as Financial Advisor --------------------------------------------------------------- Remodel 615, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Moglia Advisors as financial advisor. The firm will render these services: (a) help the Debtor with standardized accounting reporting so that the court and creditors can understand its financial situation and potential; (b) work with the Debtor's personnel to understand the profitability of its projects; (c) help the Debtor identify opportunities to reduce expenses and increase revenues; (d) assist the Debtor in preparing a 13-week budget; (e) assist the Debtor in preparing the 3-year disposable income projection for the plan; and (f) perform all other financial advisory services that may be necessary and appropriate in the general administration of this estate. Prior to the petition date, Moglia received total payments of $62,399.64 from the Debtor. Moglia's current standard hourly rates range from $200 per hour for new associates to $500 per hour for more senior personnel. Nate Jones, the advisor who will perform the majority of the services related to this case, has a rate of $420 per hour. In addition, the firm will seek reimbursement for expenses incurred. Nate Jones, a member at Moglia Advisors, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Nate Jones Moglia Advisors 1325 Remington Road, Suite H, Schaumburg, IL 60173 Telephone: (847) 884-8282 Facsimile: (847) 884-1188 Email: welcome@mogliaadvisors.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. The Debtor tapped Michael G. Abelow, Esq., at Sherrard Roe Voigt & Harbison, PLC as legal counsel and Moglia Advisors as financial advisor. REVERSE MORTGAGE: Has $15-Mil. of Add'l Financing ------------------------------------------------- Reverse Mortgage Investment Trust Inc. said Wednesday, February 15, 2023, that it had struck a deal with unsecured creditors and its parent sponsor for an additional $15 million for its Chapter 11. The Debtors asked the Court for approval of a settlement agreement by and among the Debtors, the Official Committee of Unsecured Creditors, and BNGL Holdings, L.L.C. and certain of its affiliates with respect to BNGL's debtor-in-possession funding. Following several weeks of hard-fought collaborative negotiations, and extensive discussions to secure sustainable financing for these Chapter 11 Cases, the Debtors have successfully secured a settlement resolving certain key issues among the Debtors, BNGL, and the Committee. The 9019 Settlement will provide the Debtors with the funding needed to bridge the Chapter 11 Cases to an orderly conclusion and winddown in the coming weeks. The 9019 Settlement provides for, among other things, (a) BNGL's agreement to provide the Debtors with an additional $15 million in accordance with a revised DIP budget, (b) the waiver by BNGL and its affiliates of any and all rights to recovery with respect to any and all secured, administrative and unsecured claims that may exist against each of the Debtors (except as set forth in the Settlement Term Sheet) providing a clearer path for a recovery to unsecured creditors, and (c) the Releases, as set forth in the Settlement Term Sheet. The 9019 Settlement represents an arms'-length package deal, with each heavily-negotiated and interconnected component of the agreement combining to provide the Debtors with a viable, value-maximizing path forward. About Reverse Mortgage Investment Trust Reverse Mortgage Investment Trust Inc. is an originator and servicer of reverse mortgage loans. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11225) on Nov. 30, 2022. In the petition signed by Craig Corn, chief executive officer, the Debtors disclosed up to $50 billion in both assets and liabilities. Judge Mary F. Walrath oversees the case. The Debtors tapped Sidley Austin LLP as general bankruptcy counsel, Benesch, Friedlander, Coplan, and Aronoff LLO as local bankruptcy counsel, FTI Consulting Inc. as financial advisor, and Kroll Restructuring Administration LLC as noticing and claims agent. Leadenhall Capital Partners LLP, as agent to the postpetition secured lenders, is advised by Latham & Watkins LLP and Young, Conaway Stargatt & Taylor LLP, as counsel; BRG, as financial advisor; and Moelis as investment banker. REVERSE MORTGAGE: Unsecureds' Recovery "Undetermined" in Plan ------------------------------------------------------------- Reverse Mortgage Investment Trust, Inc. ("RMIT") and its affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement for the Joint Chapter 11 Plan of Liquidation dated February 21, 2023. The Company is comprised of four Delaware LLCs and one Maryland corporation constituting a reverse mortgage company engaged in the origination and servicing of reverse mortgages for older homeowners. Adverse trends in the reverse mortgage industry, principally caused by an increasing interest rate environment and the reduction of the Federal Reserve's holdings of mortgage-backed securities over the past several months, negatively impacted the financing market for these loans and created a perfect storm that caused the Company's business model to become unsustainable. The Debtors' management team and professionals worked diligently to explore all viable potential alternatives to maximize value, including a potential sale of all, or a subset thereof, of the Company's assets. After exploration of these alternatives, the Debtors and their advisors determined it was in the best interests of the estates to commence these Chapter 11 Cases to monetize its assets and execute an orderly wind down of the Company's reverse mortgage origination and servicing business. The scope of the Debtors' business operations has changed to account for the Debtors' winddown. The Debtors intend to ensure a smooth transfer of all of the Debtors' servicing obligations to third parties. At this time, substantially all of the Debtors’ consumer borrowers have been transferred to alternative service providers, including the transfer of the GNMA MSR. Additionally, the Debtors have been working with their warehouse lenders to create a stable platform for the sale of their collateral while providing key diligence to prospective purchasers to ensure a value maximizing result for he Debtors' Estates. The Debtors also have been seeking the reimbursement of certain advances that have been made on behalf of these lenders and have reached agreements with such parties that bring value back to the Debtors' Estates. The Debtors continue to engage with certain counterparties regarding the consensual resolution of claims that the Debtors may have. Through these Chapter 11 Cases, the Debtors seek to maximize the value of their estates through a liquidation, confirm and make distributions through a plan of distribution, and wind down any remaining affairs. On January 19, 2023, Debtors filed the Stipulation Between the Debtors and Barclays Bank PLC by and among the Debtors and Barclays. On January 23, 2023, the Court entered the Order Approving the Stipulation Between the Debtors and Barclays Bank PLC, by which the Debtors and Barclays reached an agreement to release Barclays from claims related to costs and expenses concerning the loans in the Barclays Repo Facility. On January 29, 2023, the Debtors filed the Stipulation Granting Relief from the Automatic Stay, Authorizing the Transfer of Certain Assets, Authorizing Certain Advances, and Granting Related Relief by and among the Debtors and Nomura. On January 30, 2023, the Court entered the Order Approving the Stipulation Granting Relief from the Automatic Stay, Authorizing the Transfer of Certain Assets, Authorizing Certain Advances, and Granting Related Relief, by which the Debtors and Nomura agreed to certain releases and Nomura’s treatment under the Plan. On February 14, 2023, the Debtors filed the Motion for Entry of an Order Pursuant to Bankruptcy Rule 9019 Approving Settlement By and Among the Debtors, the Official Committee of Unsecured Creditors, and BNGL Holdings, LLC (the "9019 Motion") asking the Bankruptcy Court to approve a settlement by and among the Debtors, the Committee, and BNGL Holdings pursuant to the 9019 Settlement, which provides for, among other things, (a) BNGL Holdings' agreement to provide the Debtors with $15 million in accordance with a revised DIP budget, (b) the waiver by BNGL Holdings and its affiliates of any and all rights to recovery with respect to secured, administrative, and unsecured claims that may exist against each of the Debtors, and (c) mutual releases. The Plan is currently supported by the Debtors, the Committee, BNGL Holdings, and Nomura. Class 10 consists of General Unsecured Claims. Each Holder of an Allowed shall receive, in full and final satisfaction of such General Unsecured Claim, up to the Allowed amount of such General Unsecured Claim, its Pro Rata share of (i) The GUC Recovery, with such Cash to be distributed on the Effective Date; and (ii) Fifty percent of any Cash held by the Wind Down Debtors after the final decree is entered closing these Chapter 11 Cases, with such Cash to be distributed after such final decree is entered and after payment in full of all operating expenses of the Wind Down Debtors and Plan Administrator. The estimated recovery and amount of General Unsecured Claims is "undetermined," according to the Disclosure Statement. Class 11 consists of Intercompany Claims. On the Effective Date, each Allowed Intercompany Claim, unless otherwise provided for under the Plan, will either be Reinstated or canceled and released at the option of the Debtors; provided that no distributions shall be made on account of any such Intercompany Claims. Class 12 consists of Intercompany Interests. On the Effective Date, each Allowed Intercompany Interest shall be Reinstated for administrative convenience or canceled and released without any distribution on account of such interests at the option of the Debtors. Class 13 consists of RMIT Existing Equity Interests. Except to the extent that a Holder of RMIT Existing Equity Interests agrees to less favorable treatment, in full and final satisfaction and release of, and in exchange for RMIT Existing Equity Interests, each such holder thereof shall receive the following treatment: (i) On the Effective Date, all RMIT Existing Equity Interests shall be cancelled and one common share of RMIT Stock (the "Single Share") shall be issued to the Plan Administrator to hold in trust as custodian for the benefit of the former holders of RMIT Stock consistent with their former relative priority and economic entitlements and the Single Share shall be recorded in the books and records maintained by the Plan Administrator; (ii) Each former Holder of RMIT Stock (through their interest in the Single Share, as applicable) shall neither receive nor retain any property of the Estate or direct interest in property of the Estate on account of such RMIT Stock; and (iii) the continuing rights of former Holders of RMIT Stock (including through their interest in Single Share or otherwise) shall be nontransferable except (A) by operation of law or (B) for administrative transfers where the ultimate beneficiary has not changed, subject to the Plan Administrator's consent. Class 14 consists of RMF Existing Equity Interests. On the Effective Date, each RMF Existing Equity Interest shall be canceled, released, and extinguished, and will be of no further force or effect. The Wind-Down Debtors will fund distributions under this Plan with Cash on hand on the Effective Date and the revenues and proceeds of all assets of the Debtors, including proceeds from all Causes of Action not settled, released, discharged, enjoined, or exculpated under this Plan or otherwise on or prior to the Effective Date. Proceeds of all assets except for (a) DIP Funds; (b) funds with respect to any of the Debtors' private label securitization accounts that pass through the Debtors’ bank accounts; and (c) any proceeds from reimbursed expenses or other pass-through funds, whether received prior to or after February 11, 2023, that the Debtors are required to provide to any third parties pursuant to any order of the Court or other agreement between the Debtors and such parties shall be held in the Plan Reserve Account until distribution according to the terms of this Plan and the Confirmation Order. A full-text copy of the Disclosure Statement dated February 21, 2023 is available at https://bit.ly/3XYdFbI from PacerMonitor.com at no charge. About Reverse Mortgage Investment Trust Reverse Mortgage Investment Trust, Inc. is an originator and servicer of reverse mortgage loans. It is based in Bloomfield, N.J. Reverse Mortgage Investment Trust and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11225) on Nov. 30, 2022. In the petitions signed by their chief executive officer, Craig Corn, the Debtors disclosed $10 billion to $50 billion in both assets and liabilities. It is based in Bloomfield, N.J. Judge Mary F. Walrath oversees the cases. The Debtors tapped Sidley Austin LLP as general bankruptcy counsel; Benesch, Friedlander, Coplan and Aronoff, LLO as local bankruptcy counsel; FTI Consulting Inc. as financial advisor; and Kroll Restructuring Administration, LLC as noticing and claims agent and administrative advisor. Leadenhall Capital Partners LLP, as agent to the post-petition secured lenders, is advised by Latham & Watkins, LLP and Young, Conaway Stargatt & Taylor, LLP as counsel; BRG as financial advisor; and Moelis as investment banker. Texas Capital Bank retained Paul, Weiss, Rifkind, Wharton & Garrison, LLP as counsel. Longbridge Financial, LLC retained Weil, Gotshal & Manges, LLP, Lowenstein Sandler, LLP and Richards, Layton & Finger as counsel; and Houlihan Lokey, Inc. as financial advisor. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' cases on Dec. 13, 2022. Thompson Coburn Hahn & Hessen, LLP, Blank Rome, LLP and Province, LLC serve as the committee's lead bankruptcy counsel, Delaware counsel and financial advisor, respectively. REYNOLDS CONSUMER: S&P Downgrades ICR to 'BB', Outlook Stable ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based Reynolds Consumer Products Inc. to 'BB' from 'BB+' and its rating on its senior secured credit facilities to 'BB+' from 'BBB-'. The recovery rating remains '2', indicating its expectations for substantial (70%-90%; rounded estimate: 80%) recovery in the event of a payment default. The stable outlook reflects S&P's expectation that the company will improve profitability and cash flow by the second half of fiscal 2023, supported by better production output, moderating input cost inflation, and maintenance of market share. The downgrade reflects S&P's view that the path to credit measure improvement will take longer than previously anticipated and could be further delayed if operating inefficiencies continue or inflation does not ease. For the fourth quarter ended Dec. 31, 2022, Reynolds' net sales increased about 7% year over year and S&P Global Ratings-adjusted EBITDA about 11%, supported by market share gains (especially in the Hefty waste bag category) and higher pricing. This was partially offset by weakness in the cooking and baking segment as the company reported a 10% drop in volume due to lower household foil consumption as well as lapping of retailer inventory replenishment in the fourth quarter of 2021. Additionally, Reynolds faced unplanned equipment downtime in its aluminum milling facilities since the third quarter of 2022, caused by a lack of equipment maintenance. This led to higher manufacturing costs and a requirement to purchase milled aluminum from external sources at premium prices to service retailer demand. S&P believes the company's retailer relationships will be unaffected, despite manufacturing problems, given its ability to source milled aluminum externally and meet demand. Reynolds expects to resolve the issue in early 2023, but nevertheless guided that the cooking and baking segment will weigh on consolidated earnings in the first quarter of 2023. S&P said, "We now expect adjusted leverage will temporarily weaken to 4x or above in the first half of 2023 from 3.8x at the end of 2022. Our forecast for performance improvement in 2023 is back-half-weighted and predicated on improved operations and lower commodity costs (mainly aluminum and resin), which flow through into profits with a lag, and are supported by multiple pricing actions over the last two years, resulting in leverage in the low-3x area at the end of 2023. Additionally, we expect volumes will remain relatively stable, though net pricing may decline because Reynolds will likely engage in promotional activity over the year to hold its market share." Cash flow will improve in 2023. S&P said, "We project Reynolds will generate operating cash flow of approximately $480 million, supported by reduced working capital investment and higher earnings. After capital expenditure (capex) of about $130 million and dividends of $190 million, we estimate the company will generate about $160 million in discretionary cash flow (DCF). While not included in our forecast, Reynolds could prepay a portion of its term loan debt, which it has done in the past. "Downside risks to our forecast include elevated commodity costs and higher-than-expected elasticities. "Our ratings assume that Reynolds will benefit from lower commodity costs than the highs of early 2022 and that its recent equipment-related issues are temporary. While aluminum and resin costs have decreased significantly, we note that commodity prices are volatile and that the company does not engage in hedging. It does however physically hedge aluminum by buying months in advance, which results in a time lag for market prices to be reflected in earnings. Reynolds has benefitted from innovation, higher household penetration, and changes in consumer behavior such as more time spent at home. We expect this will be partially offset by consumers trading down to lower-margin private label products--for which margins are up to 1,000 basis points below those of its branded products--in an inflationary environment. "The stable outlook reflects our expectation that Reynolds will improve profitability and cash flow in 2023, supported by improved operations, moderating input cost inflation, and holding market share. We also expect most of the recovery will be weighted toward the second half of 2023, with adjusted leverage temporarily rising above 4x during the first half and settling between 3x and 3.5x at the end of 2023." S&P could lower its ratings on Reynolds if profitability doesn't improve and adjusted leverage is sustained above 4x. This could occur if: -- It faces continued high inflation that it cannot largely offset with price increases and productivity improvements; -- Supply chain, labor, logistics, and equipment-related disruptions are prolonged; or -- Consumers trade down to its or competitors' private-label products, which carry materially lower profit margins. While less likely, S&P could also lower its rating if the company adopts more aggressive financial policies, including substantial dividends or share repurchases. S&P could raise the rating if Reynolds restores profitability and sustains adjusted leverage below 3x longer term. This could happen if: -- Operating performance continues to improve from organic revenue growth and margin expansion due to strong pricing, mix, and cost management; and -- Reynolds establishes a track record of conservative financial policies and uses excess cash flow to reduce debt. ESG credit indicators: E-3; S-2; G-3 ROOF IT BETTER: Unsecureds to Get $500 Per Month Over 5 Years ------------------------------------------------------------- Roof It Better, LLC submitted a Chapter 11 Small Business Plan and a Disclosure Statement. At the outset of this case, the Debtor's income hovered in the range of $200,000 per month. The June 2022 Monthly Operating Report for half a month reflected income of $93,031; the July 2022 Monthly Operating Report reflected income of $197,473; the August 2022 Monthly Operating Report reflected income of $178,616. At the end of September 2022, the Debtor's principal came to the realization that the deposits into the bank account were not reflective of prior months. After research into the matter, the Debtor's principal determined that an employee whom he trusted to assist with operating the business, was quoting jobs in the Debtor's software system, but then cancelling the jobs, presumably to appear to the customer he was working under the Roof if Better company. In fact, the employee was retaining the income and not depositing it into the Debtor account. Under the Plan, Class Three General Unsecured Claims include all other allowed claims of Unsecured Creditors of the Debtor, subject to any Objections that are filed and sustained by the Court. The general unsecured claims prior to the filing of any objections total the amount of $1,484,117, which will be paid over the 5-year term of the Plan at the rate of $500 per month on a pro-rata basis. The payments will commence on the Effective Date of the Plan. The dividend to this class of creditors is subject to change upon the determination of objections to claims. To the extent that the Debtor is successful or unsuccessful in any or all of the proposed Objections, then the dividend and distribution to each individual creditor will be adjusted accordingly. These claims are impaired. Attorneys for the Debtor: Craig I. Kelley, Esq. KELLEY, FULTON, KAPLAN & ELLER, P.L. 1665 Palm Beach Lakes Blvd. The Forum - Suite 1000 West Palm Beach, FL 33401 Telephone: (561) 491-1200 Facsimile: (561) 684-3773 E-mail: bankruptcy@kelleylawoffice.com A copy of the Disclosure Statement dated Feb. 10, 2023, is available at https://bit.ly/3jUGIze from PacerMonitor.com. About Roof It Better Roof It Better, LLC, a residential and commercial roofing contractor, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14651) on June 15, 2022. In the petition signed by Teresa Mehaffey, manager, the Debtor disclosed $123,739 in assets and $2,102,056 in liabilities. Judge Mindy A. Mora oversees the case. The Debtor tapped Craig I. Kelley, Esq., at Kelley, Fulton, Kaplan & Eller PL as counsel and Venita Ackerman, CPA, at Ackerman Rodgers, CPA, PLLC as accountant. S-TEK 1 LLC: Fee Application of Hardman Gets Approval ----------------------------------------------------- Bankruptcy Judge Robert H. Jacobvitz granted and approved the fee application of Nephi D. Hardman Attorney at Law, LLC for the period from Dec. 2, 2020 through July 31, 2022. The Attorney requests approval of total compensation in the amount of $304,211. The Fee Application includes a request for the Court to specify in its order on the Fee Application that the order is a judgment against the Debtor in the amount of the unpaid allowed compensation. The requested compensation covers the work that the Attorney performed in connection with this bankruptcy case and related adversary proceedings -- Surv-Tek Adversary Proceeding. The United States Trustee and the Subchapter V Trustee urge that "results obtained" should be a "major factor" for the Court to determine whether the requested fees are reasonable, and point out further that the Debtor's counsel has a fiduciary duty to the estate to weigh the potential success of litigation against the costs to pursue it and to ensure that all creditors are treated fairly. The United States Trustee's main concern with the Fee Application is that the requested fees are not reflective of the results obtained. The Court notes that this bankruptcy case and related adversary proceedings [Surv-Tek AP] proved to be complex, challenging, and heavily contested -- the case was not particularly desirable. When the Debtor filed its bankruptcy petition, it was involved in heavily contested state court litigation that would have shut the Debtor's business down. Had the Attorney not represented the Debtor, the Debtor's prospect at achieving a successful reorganization would have been greatly diminished. The parties agreed that the Surv-Tek Adversary Proceeding needed to be resolved before the Debtor could move toward confirmation. The Court finds that the Attorney worked tirelessly to try to get the best results possible for his client in a life or death situation for the company. Although Debtor did not ultimately prevail in the Surv-Tek Adversary Proceeding, it did obtain a decision on the merits of its claim. The Court believes that the Attorney should not be penalized after the fact because his herculean efforts did not result in a payout to creditors. The Court is convinced that the "results obtained" factor does not require a reduction in the Attorney's requested fees. The Court has reviewed the Attorney's billing invoices attached to the Fee Application and concludes that the time spent on the tasks performed was reasonable. The Court independently concludes based on its experience that the Attorney's hourly rates are reasonable given the Attorney's experience, knowledge, expertise, and level of efficiency and prevailing rates charged in New Mexico. Similarly, the Court finds that the Attorney's services throughout the bankruptcy case were both necessary to the administration of the case and beneficial at the time such services were rendered. Accordingly, the Court finds and concludes that even though the Surv-Tek Adversary Proceeding did not result in a recovery for the bankruptcy estate or significantly reduce the amount of Surv-Tek's claim, the results obtained do not require the Court to reduce Attorney's allowed compensation. Given the Debtor's alternatives at the outset and the Debtor's prospect of success measured by information reasonably knowable at the time, pursuing the Surv-Tek AP to work toward formulation of a feasible plan that would pay priority and unsecured creditors was the Debtor's best option. A full-text copy of the Memorandum Opinion dated Feb. 6, 2023, is available at https://tinyurl.com/bdz8426n from Leagle.com. About S-Tek 1 LLC S-Tek 1 LLC, also known as SurvTek -- https://www.survtek.com/ -- is a land surveying and consulting firm providing services to both the private and public sectors throughout New Mexico. It is based in based in Albuquerque, N.M. S-Tek 1, filed a Chapter 11 petition (Bankr. D.N.M. Case No. 20-12241) on Dec. 2, 2020. In its petition, the Debtor disclosed $355,177 in assets and $2,251,153 in liabilities. Randy Asselin, managing member, signed the petition. Judge Robert H. Jacobvitz presides over the case. The Debtor tapped Nephi D. Hardman Attorney at Law, LLC as its bankruptcy counsel and FPM & Associates, LLC as its accountant. SEINEYARD INC: Seeks Approval to Hire Taylor Accounting ------------------------------------------------------- Seineyard, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Taylor Accounting, LLC. The Debtor requires an accountant to provide tax advice, bookkeeping and accounting services, and assist in the preparation of monthly operating reports. As disclosed in court filings, Taylor Accounting has no connections with any creditors or parties in interest. The firm can be reached through: Karen Taylor, CPA Taylor Accounting, LLC PO Box 1662 Crawfordville, FL 32326 Phone: 850 591 9131 Fax: 850 270-2597 Email: info@taylor-accounting.com About Seineyard Inc. Seineyard, Inc. generates income from its restaurant business and catering business located in Woodville, Fla. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 17-40210) on May 18, 2017. Sam Dunclap, president, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. Thomas Woodward Law Firm is the Debtor's bankruptcy counsel. SHEFA LLC: Hires Colliers International as Real Estate Broker ------------------------------------------------------------- Shefa LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Robert Haver and Colliers International Detroit, LLC as its real estate broker. Colliers will sell the Debtor's interest in a property located at 16400 J.L. Hudson Dr., Southfield, Mich. Colliers is willing to charge a commission equal to 5 percent. As disclosed in court filings, Colliers does not represent any entity having an adverse interest in connection with the Chapter 11 case of the Debtor and is disinterested as defined by Section 101(14) of the Bankruptcy Code. The broker can be reached through: Robert Haver Colliers International Detroit LLC Colliers Office Plaza, 2 Corporate Drive, Suite 300 Southfield, MI 48076 Phone: 248 540 1000 robert.haver@colliers.com About Shefa LLC Shefa LLC is a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B). Shefa LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-40908) on Feb. 1, 2022. In the petition filed by principal, as manager, the Debtor reported assets and liabilities between $1 million and $10 million. The Debtor is represented by Robert N. Bassel, Esq. SMYRNA READY: New Term Loan Add-on No Impact on Moody's 'Ba3' CFR ----------------------------------------------------------------- Moody's Investors Service said that Smyrna Ready Mix Concrete, LLC's Ba3 Corporate Family Rating and Ba3-PD Probability of Default Rating are not affected by the proposed add-on to the company's senior secured term loan, which is rated Ba3. The Ba3 rating on the company's senior secured notes, which is pari passu to the term loan, is not affected as well. Proceeds from the $300 million add-on will be used to term out about revolver borrowings, mainly from bolt-on acquisitions and to pay off the $130 million seller note, issued in late November 2022 to finance the purchase of USC-Atlantic, LLC from Vulcan Materials Company (Baa2 stable). Smyrna's outlook remains stable. Moody's views the proposed transaction as credit positive. Liquidity is improving. Pro forma revolver availability on December 31, 2022 is about $200 million, after considering no borrowings, $17 million in letter of credit commitments and the borrowing based formula. By terming out revolver borrowings used for acquisitions and paying off the seller note, Smyrna is financing long-term assets with long-term debt. Moody's credit view of Smyrna reflects expectations of good operating performance, with adjusted EBITDA margin sustained in the range of 19% - 20%, which is the company's greatest credit strength. Moody's expects Smyrna to benefit from domestic non-residential construction (44% of revenue), which is exhibiting growth opportunities despite Moody's expectations for a deteriorating US economy in 2023. Commercial activity is mostly driven by re-shoring activity, continued investment in 5G and communications services, warehousing and green energy. As the largest ready-mix concrete producer in the US and growing by expanding into new markets, Smyrna is able to achieve operating leverage through centralized administrative systems and achieve economies of scale from procurement activities. A good liquidity profile, revolver availability and no material near-term maturities further support Smyrna's credit profile. Smyrna has a modestly leveraged capital structure due to a growth strategy characterized by debt-financed acquisitions. Moody's estimates adjusted debt-to-EBITDA is in the range of 4x 4.5x on a run rate and adjusted free cash-flow-to-debt in low to mid-single digit percentages. However, interest costs are increasing significantly from about $100 million for the last twelve months ending September 30, 2022 to around $170 million for 2023. Interest coverage, measured as EBITA-to-interest expense, is in the range of 2x 2.5x, which is weak relative to Smryna's Ba3 CFR. High cash interest payments inhibits meaningful cash generation and reduces financial flexibility, especially during a cyclical downturn. Residential construction, from which Smyrna derives about half of its revenue, is exhibiting high volatility characteristics. Moody's projects a meaningful drop in new single-family housing starts to around 821,000 in 2023, about 18.5% below 2022 and to a to a level representative of a five year average before the pandemic. A slight pickup of 2% in new single family housing construction in 2024 is anticipated as demand and the market rebalances. At the same time Smyrna faces strong competition where the industry is highly fragmented. Smyrna must contend with higher transportation and personnel costs in addition to ongoing volatility in cement, the primary raw material used in concrete, and energy costs. Higher input costs may not readily be passed on to customers for an extended period. The stable outlook reflects Moody's expectation that Smyrna will continue to perform well. Good liquidity, no material near-term maturities and ongoing demand for concrete further support the stable outlook. Smyrna, headquartered in Nashville, Tennessee, is the largest ready-mix concrete producer in the United States. The Hollingshead family owns Smyrna. SNC VENTURES: Gets OK to Hire DRDA as Accountant ------------------------------------------------ SNC Ventures, LLC received approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ DRDA, PLLC as its accountant. The firm will provide general accounting and tax-related services to the Debtor and its bankruptcy estate. DRDA will be paid at these rates: Accountants $160 to $350 per hour Staffs $100 to $150 per hour Douglas Dickey, a certified public accountant and partner at DRDA, 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: Douglas Dickey, CPA, CEPA DRDA, PLLC 1120 Bay Area Blvd. Houston, Texas 77058 Tel: (281) 488-2022 Email: doug@drdacpa.com About SNC Ventures SNC Ventures, LLC is a Texas limited liability company that operates an e-commerce costume jewelry retail business. Steven Habel is the managing member and operates SNC from its headquarters in Tomball, Texas. SNC Ventures filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 22-33813) on Dec. 22, 2022, with $1 million to $10 million in both assets and liabilities. Brendon D Singh has been appointed as Subchapter V trustee. Judge Jeffrey P. Norman oversees the case. The Debtor tapped Wayne Kitchens, Esq., at Hughes Watters Askanase, LLP as legal counsel and DRDA, PLLC as accountant. SOUTH AMERICAN BEEF: Committee Taps Levenfeld as Counsel -------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 case of South American Beef, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to employ Levenfeld Pearlstein, LLC as its counsel. The firm will render these services: (a) advise the committee on its duties; (b) attend meetings and negotiate with debtor representatives and other parties in interest, and advise and consult on the conduct of the case; (c) take appropriate action to protect and preserve assets; (d) prepare papers; (e) appear before the Bankruptcy Court or other courts to assert or protect the interests of unsecured creditors; and (f) perform other legal services for the committee that may be necessary and proper in connection with this case. The hourly rates of the firm's counsel and staff are as follows: Elizabeth B. Vandesteeg, Partner $700 John ("Jack") R. O'Connor, Partner $625 Sean P. Williams, Associate $550 Heidi M. Hockberger, Associate $530 Mark A. Young, Paralegal $395 In addition, the firm will seek reimbursement for expenses incurred. Mr. O'Connor disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: John R. O'Connor, Esq. Levenfeld Pearlstein LLC 120 S. Riverside Plaza, Suite 1800 Chicago, IL 60606 Telephone: (312) 346-8380 Email: joconnor@lplegal.com About South American Beef South American Beef, Inc. specializes in the purchase, import and sales of high-quality beef, lamb, goat, mutton, veal, seafood, and poultry game meats. The company is based in West Des Moines, Iowa. South American Beef sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Iowa Case No. 22-01341) on Dec. 13, 2022, with $23,567,773 in assets and $23,993,243 in liabilities. Alejandra M. Vidal-Soler, president of South American Beef, signed the petition. Judge Anita L. Shodeen oversees the case. Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave PC and Moglia Advisors serve as the Debtor's legal counsel and financial advisor, respectively. On Feb. 1, 2023, the U.S. Trustee appointed an official committee of unsecured creditors in this case. The committee tapped Levenfeld Pearlstein, LLC and Spencer Fane LLP as its counsel. SOUTH AMERICAN BEEF: Committee Taps Spencer Fane as Counsel ----------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 case of South American Beef, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to employ Spencer Fane LLP as its counsel. The firm will render these services: (a) advise the committee on its duties; (b) attend meetings and negotiate with debtor representatives and other parties in interest, and advise and consult on the conduct of the case; (c) take appropriate action to protect and preserve assets; (d) prepare papers; (e) appear before the Bankruptcy Court or other courts to assert or protect the interests of unsecured creditors; and (f) perform other legal services for the committee that may be necessary and proper in connection with this case. The hourly rates of the firm's counsel and staff are as follows: Elizabeth M. Lally, Partner $470 Tara E. Holterhaus, Associate $390 Karen E. Johnson, Paralegal $150 In addition, the firm will seek reimbursement for expenses incurred. Ms. Lally 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: Elizabeth M. Lally, Esq. Spencer Fane LLP 13815 FNB Parkway, Suite 200 Omaha, NE 68154 Telephone: (402) 800-2299 Email: elally@spencerfane.com About South American Beef South American Beef, Inc. specializes in the purchase, import and sales of high-quality beef, lamb, goat, mutton, veal, seafood, and poultry game meats. The company is based in West Des Moines, Iowa. South American Beef sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Iowa Case No. 22-01341) on Dec. 13, 2022, with $23,567,773 in assets and $23,993,243 in liabilities. Alejandra M. Vidal-Soler, president of South American Beef, signed the petition. Judge Anita L. Shodeen oversees the case. Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave PC and Moglia Advisors serve as the Debtor's legal counsel and financial advisor, respectively. On Feb. 1, 2023, the U.S. Trustee appointed an official committee of unsecured creditors in this case. The committee tapped Levenfeld Pearlstein, LLC and Spencer Fane LLP as its counsel. SOUTH AMERICAN BEEF: Gets OK to Hire Moglia Advisors, Appoint CRO ----------------------------------------------------------------- South American Beef, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Iowa to employ Moglia Advisors to provide restructuring services and designate Alex Moglia as its chief restructuring officer. The Debtor requires a restructuring advisor to: (a) create, implement and manage a liquidation plan satisfactory to the Debtor's primary secured lender and other key stakeholders, which may include, without limitation, the sale of the Debtor's assets, or direct the wind-down and liquidation of the Debtor whether in the bankruptcy court or out of court; (b) direct the Debtor in its communications and negotiations with stakeholders and other concerned parties in the execution of its goals; (c) assist the Debtor and its legal advisors in preparing documents and in complying with the reporting requirements; (d) review (i) the Debtor's financial and operational facts and circumstances, (ii) all books, records and computers, (iii) cash position, (iv) costs, prices and margins, (v) any and all transactions and transfers, and (vi) funding requirements; (e) coordinate with the rest of the Debtor's management, employees and professionals by (i) developing and maintaining weekly rolling 13-week and, to the extent requested or required by the Office of the U.S. Trustee, 6-month cash flow projections, sales forecasts and weekly variance reports, (ii) developing and implementing a plan for the sale of the Debtor's inventory and disposition of other assets, and (iii) preparing all appropriate reports to the bankruptcy court and JPMorgan Chase; (f) manage, operate, sell, wind down and liquidate the Debtor and its assets; (g) work with the Debtor's outside accountants, legal counsel and others; and (h) perform other customary services and activities. Moglia Advisors will be paid at these rates: Alex Moglia $500 per hour Nate Jones $425 per hour Alan Friedman $425 per hour Jill Niese $425 per hour Other Staff $200 to $425 per hour The retainer fee is $25,000. As disclosed in court filings, Moglia Advisors is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Alex Moglia Moglia Advisors 1325 Remington Road, Suite H Schaumburg, IL 60173 Telephone: (847) 884-8282 Facsimile: (847) 884-1188 Email: amoglia@mogliaadvisors.com About South American Beef South American Beef, Inc. specializes in the purchase, import and sales of high-quality beef, lamb, goat, mutton, veal, seafood, and poultry game meats. The company is based in West Des Moines, Iowa. South American Beef sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Iowa Case No. 22-01341) on Dec. 13, 2022, with $23,567,773 in assets and $23,993,243 in liabilities. Alejandra M. Vidal-Soler, president of South American Beef, signed the petition. Judge Anita L. Shodeen oversees the case. The Debtor tapped Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, PC as legal counsel; Moglia Advisors as financial advisor; TBB Advisors, LLP as tax accountant; and Moglia Advisors as restructuring advisor. Alex Moglia of Moglia Advisors serves as the Debtor's chief restructuring officer. The U.S. Trustee for Region 12 appointed an official committee to represent unsecured creditors in the Debtor's case. The committee is represented by Spencer Fane, LLP. SOUTH AMERICAN BEEF: Gets OK to Hire TBB Advisors as Tax Accountant ------------------------------------------------------------------- South American Beef, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Iowa to employ TBB Advisors, LLP as its tax accountant. The firm will assist the Debtor in preparing its 2021 and 2022 state and federal income tax returns, including the Form 1120S and all required schedules. The hourly rate for Eric Brewer, a certified public accountant, is $280 while the hourly rates for other TBB Advisors staff range from $100 to $220. The retainer fee is $25,000. Mr. Brewer disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Eric Brewer, CPA TBB Advisors, LLP 12245 Stratford Drive Clive, IA 50325 Tel: (515) 453-9541 Fax: (515) 453-9547 About South American Beef South American Beef, Inc. specializes in the purchase, import and sales of high-quality beef, lamb, goat, mutton, veal, seafood, and poultry game meats. The company is based in West Des Moines, Iowa. South American Beef sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Iowa Case No. 22-01341) on Dec. 13, 2022, with $23,567,773 in assets and $23,993,243 in liabilities. Alejandra M. Vidal-Soler, president of South American Beef, signed the petition. Judge Anita L. Shodeen oversees the case. The Debtor tapped Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, PC as legal counsel; Moglia Advisors as financial advisor; TBB Advisors, LLP as tax accountant; and Moglia Advisors as restructuring advisor. Alex Moglia of Moglia Advisors serves as the Debtor's chief restructuring officer. The U.S. Trustee for Region 12 appointed an official committee to represent unsecured creditors in the Debtor's case. The committee is represented by Spencer Fane, LLP. STAR LM GROUP: Seeks to Hire Adam Law Group as Bankruptcy Counsel ----------------------------------------------------------------- Star LM Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Adam Law Group, PA. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor under the Bankruptcy Code; (b) prepare legal papers; (c) represent the Debtor at all court proceedings; (d) protect the interest of the Debtor in all matters pending before the court; and (e) represent the Debtor in negotiations with its creditors and in the preparation of its disclosure statement and plan of reorganization. The hourly rate of Thomas Adam, Esq., the owner of Adam Law Group, is $350. Adam Law Group received a retainer of $6,000, plus filing fee of $1,738. Mr. Adam 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: Thomas C. Adam, Esq. Adam Law Group, PA 4458 Riverside Ave. Jacksonville, FL 32202 Tel: (904) 329-7249 Fax: (904) 606-1254 Email: tadam@adamlawgroup.com About Star LM Group Star LM Group, Inc. filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 22-02447) on Dec. 6, 2022, with as much as $1 million in both assets and liabilities. Judge Jacob A. Brown oversees the case. The Debtor is represented by Thomas C. Adam, Esq., at Adam Law Group, PA. STOCKTON GOLF: Unsecured Creditors to Get 10% Under Plan -------------------------------------------------------- Stockton Golf and Country Club, a California Nonprofit Mutual Benefit Corporation, submitted a Plan of Reorganization and a Disclosure Statement. The Plan contemplates that the Debtor either: (1) sells its assets to a golf course operator who will maintain and operate the club as it has been operated in the past for at least twelve years and immediately invest significant funds in deferred maintenance, or, if no such sale occurs (either prior to confirmation or after confirmation), and (2) the Debtor will go forward to confirmation with the goal to reorganize and pay secured and unsecured creditors over time from ongoing operations. As part of the reorganization option, the Debtor proposes to bifurcate the Bank of Stockton's three secured claims into a secured claim (totaling approximately $4,100,000), and three unsecured claims (totaling $3,240,000). The Bank of Stockton is anticipated to strongly dispute the Debtor's valuation of the Golf Course Property, the background of the events leading up to the filing, the interest rate proposed to be paid, and other provisions of the Plan and Disclosure Statement. The Debtor disagrees with the Bank of Stockton. If the Debtor is successful in reducing the amount of the Bank of Stockton's secured claim based on the value of the collateral, this will allow a corresponding decrease in the monthly payments from approximately $50,700 per month to less than $22,000 per month to the Bank of Stockton, which in turn will allow approximately $1,700,000 to be paid over a five-year period for desperately needed long-deferred maintenance. The Plan's reorganization and sale options produce a four-fold better distribution (10% v 2.5%) to unsecured creditors than the liquidation option. The Bank of Stockton is anticipated to dispute the Debtor's valuation of the Golf Course Property, the background of the events leading up to the filing, the interest rate proposed to be paid, and other aspects of the Plan and Disclosure Statement. The Debtor disagrees with the Bank of Stockton and strongly believes that confirmation of the Plan will produce the highest return for the Bank of Stockton, the other secured creditors, the general unsecured creditors, the members, and the furtherance of Stockton Golf and Country Club's historic long-term nonprofit purpose. With respect to Class 12 General Unsecured Creditors, creditors that opt in or are deemed to opt in with claims less than $25,000. Members will each receive a single 10% distribution on or before December 31, 2023. Class 13 General Unsecured Creditors are estimated to total $3,673,811 (including the unsecured portion of BOS' Class 2a 2b and 2c claims). The class will receive distributions over a five-year period ending on September 30, 2028 in the amount of 10%. Though it is speculative if a suitable buyer is willing to pay a sufficient amount to satisfy the Bank of Stockton's view of the value of the Golf Course and agree to contribute new funds to its historical use and nonprofit purpose, the Debtor may bring a motion before the Court either prior to, concurrent with, or after confirmation of the Plan. The Debtor will require that sufficient funds be made available to make at least the projected 10% distribution to the General Unsecured Creditors from any sale as well as payment of all administrative and priority claims. Attorneys for the Debtor: Thomas A. Willoughby, Esq. Henry I. Bornstein, Esq. FELDERSTEIN FITZGERALD WILLOUGHBY PASCUZZI & RIOS LLP 500 Capitol Mall, Suite 2250 Sacramento, CA 95814 Telephone: (916) 329-7400 Facsimile: (916) 329-7435 E-mail: twilloughby@ffwplaw.com A copy of the Disclosure Statement dated Feb. 8, 2023, is available at https://bit.ly/3HZ3YnF from PacerMonitor.com. About Stockton Golf and Country Club Stockton Golf and Country Club sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-22585) on Oct. 11, 2022. Judge Christopher D. Jaime oversees the case. Thomas A. Willoughby, Esq., at Felderstein Fitzgerald Willoughby Pascuzzi & Rios LLP, is the Debtor's counsel. SUMAK KAWSAY: Further Fine-Tunes Plan Documents ----------------------------------------------- Sumak Kawsay, LLC, submitted a Revised Second Amended Small Business Disclosure Statement describing Revised Second Amended Plan of Reorganization dated February 21, 2023. The Debtor plans to fund the plan payments from the funds accumulated on the Debtor's DIP account, from the date of the petition and from the resumed medallion operations. The Debtor is currently working as a full-time taxi driver. The Agreed Order contemplated Debtor's enrollment in the Medallion Relief Program+ (the "Program") in order to facilitate a possible settlement through the Program, if ever finalized by and between the City of New York, the New York Taxi and Limousine Commission and OSK. The terms of the Program have not been finalized with OSK, and therefore, the Program was not a viable option to settle the OSK Claim. Thereafter, the Debtor and OSK were engaged in negotiations to resolve the OSK Claim within the framework of the Bankruptcy Code. The Debtor projects to receive a monthly income of $8,000 from the operating its' medallion. The Revised Second Amended Disclosure Statement does not alter the proposed treatment for creditors: * Class I shall consist of secured claim of the creditor, OSK IX, LLC, in total amount of $190,000. The Plan incorporates settlement terms, reached between the Debtor and the main creditor OSK IX, LLC, which shall be further memorialized by way of a separate Settlement Agreement by and between Debtor and OSK and approved by this Court. In accordance with said terms, the Plan provides as follows: the secured portion of the OSK claim in the amount of $190,000 will be paid in full by weekly installment payments of $284.77 over the course of the 5-year term, with interest of 7.30% and a balloon payment on the maturity date of the 5-year term. * Class II shall consist of the general unsecured claims in the case, in the amount $90,226.03. The Debtor proposes to pay 2.8% dividend of their allowed claims in one lump sum payment on the effective date of this Plan. A full-text copy of the Revised Second Amended Disclosure Statement dated February 21, 2023 is available at https://bit.ly/3KtN8QJ from PacerMonitor.com at no charge. Attorney for debtor Sumak Kawsay, LLC: Alla Kachan, Esq. 2799 Coney Island Ave, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-315 E-mail: alla@kachanlaw.com About Sumak Kawsay Sumak Kawsay, LLC, filed a petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-11531) on Aug 30, 2021, listing as much as $500,000 in both assets and liabilities. Victor H. Salazar, president, signed the petition. Judge David S. Jones oversees the case. The Debtor tapped the Law Offices Of Alla Kachan, P.C., as legal counsel and Wisdom Professional Services Inc. as accountant. SUREFUNDING LLC: Seeks to Amend Gavin/Solmonese's Fee Structure --------------------------------------------------------------- SureFunding, LLC filed with the U.S. Bankruptcy Court for the District of Delaware an amended application to hire Gavin/Solmonese, LLC. The Debtor filed its initial application in April 2020 to tap the services of Gavin/Solmonese in connection with its restructuring and liquidation efforts, and to designate the firm's managing director, Edward Gavin, IV, as its chief restructuring and liquidation officer. In June 2020, the bankruptcy court suspended all proceedings in the Debtor's Chapter 11 case so that litigation relating to certain noteholders' efforts to appoint a receiver could proceed in the state court in Nevada. The suspension was lifted by the bankruptcy court in October 2022. Given the change in posture of the bankruptcy case and to account for the reduced time required during the pendency of the Nevada litigation, the Debtor is seeking court approval to amend the firm's compensation structure as follows: (1) For the period of April 2020, including work done in preparation of the bankruptcy case, Gavin/Solmonese will be paid a fee of $100,000, plus expenses. (2) For monthly periods beginning May 2020, Gavin/Solmonese will be paid the lesser of (i) a fee of $50,000; if the firm's actual fees incurred are in excess of $75,000 in any monthly period except April 2020, the firm will be paid a fee of $75,000, plus expenses; if the firm's actual fees incurred are in excess of $100,000 in any monthly period except April 2020, the firm will be paid a fee of $100,000, plus expenses; or (ii) the firm's actual billed fees, plus reasonable expenses. Gavin/Solmonese and Mr. Gavin, as the Debtor's chief restructuring and liquidation officer, will have authority over the management of the Debtor's liquidation as well as over all litigation filed by the Debtor. They also will have management authority relating to the Debtor's business, financial obligations, operational needs, assets, business plan, liquidation strategy, and operating forecasts. Gavin/Solmonese can be reached at: Edward T. Gavin, Esq. Gavin/Solmonese, LLC 1007 N. Orange Street, Suite 461 Wilmington, DE 19801 Tel: (302) 655-8997 Fax: (302) 655-6063 Email: ted.gavin@gavinsolmonese.com About SureFunding LLC Las Vegas-based SureFunding, LLC was founded by Jason and Justin Abernathy in 2014 as a private investment vehicle. It opened in 2015 to outside investors, many of which were family, friends and business acquaintances. Its investments are in short-term, high-yield assets. SureFunding sought Chapter 11 protection (Bankr. D. Del. Case No. 20-10953) on April 14, 2020, with $10 million to $50 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the case. The Debtor tapped Carl N. Kunz, III, Esq., and Jeffrey R. Waxman, Esq., at Morris James, LLP as bankruptcy attorneys; Carlyon Cica Chtd. as special litigation counsel; and Ted Gavin of Gavin/Solmonese, LLC as chief restructuring and liquidation officer. Bayard, P.A. represents the ad hoc committee of SureFunding noteholders. TEGNA INC: Boston Partners Has 1.06% Stake as of Feb. 13 -------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Boston Partners disclosed that as of February 13, 2023, it beneficially owns 2,377,752 shares of common stock of Tegna Inc., representing 1.06% of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://tinyurl.com/mtnp2ftb About Tegna Inc. Headquartered in Tysons, Virginia, TEGNA Inc. is a broadcasting, digital media and marketing services company. On December 23, 2022, Egan-Jones Ratings Company maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by TEGNA Inc. EJR also maintained its 'B' rating on commercial paper issued by the Company. TRU GRIT FITNESS: To Seek Plan Confirmation on March 30 ------------------------------------------------------- Tru Grit Fitness, LLC, sought and obtained an order conditionally approving the disclosure statement explaining its Plan of Reorganization and scheduling a hearing to consider the confirmation of the Plan. Pursuant to Section 1128(a) of the Bankruptcy Code and Bankruptcy Rule 3017(c), the hearing to consider confirmation of the Debtor's Plan will be held on March 30, 2023, at 1:30 p.m. March 16, 2023, will be the last date to vote to accept or reject the Plan. Objections, if any, to confirmation of the Plan shall be in writing and shall (a) state the name and address of the objecting party and the nature and amount of the claim or interest of such party, (b) state with particularity the basis and nature of each objection or proposed modification to the Plan, and (c) be filed, together with proofs of service, with the Court (with a copy delivered to chambers) and served so that such objections are actually received by the parties listed below, no later than March 16, 2023, Holders of claims in Classes 1, 2 and 3 may vote to accept or reject the Plan by indicating its acceptance or rejection of the Plan on the ballots provided therefore. Creditors who timely file an objection prior to the Confirmation Objection Deadline, but fail to cast a ballot prior to the Voting Deadline, may cast a ballot through the time of the Confirmation Hearing in connection with the resolution of its objection. Replies to any objections to confirmation of the Plan shall be due on March 16, 2023. Attorneys for the Debtor: Samuel A. Schwartz, Esq. SCHWARTZ LAW, PLLC 601 East Bridger Avenue Las Vegas, NV 89101 Telephone: (702) 385-5544 Facsimile: (702) 442-9887 E-mail: saschwartz@nvfirm.com About Tru Grit Fitness Tru Grit Fitness, LLC, is a Las Vegas-based company that offers fitness equipment. Tru Grit Fitness sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-14320) on Dec. 7, 2022. In the petition signed by its chief executive officer, Brandon Hearn, the Debtor disclosed $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge August B. Landis oversees the case. The Debtor tapped Samuel A. Schwartz, Esq., at Schwartz Law, PLLC as legal counsel and Armory Consulting Co. as restructuring advisor. James Wong, principal at Armory, is the Debtor's chief restructuring officer. TRU GRIT FITNESS: Unsecureds Owed $54M to Split $100K in Plan ------------------------------------------------------------- Tru Grit Fitness LLC submitted a Plan of Reorganization and a Disclosure Statement. EFP Funding holds an Allowed Claim in the filed amount of $69,722,652. Pursuant to the Plan, the Debtor shall exchange 100% of the New Equity Interests in the Reorganized Debtor in exchange for and satisfaction $20 million of the EFP Funding Allowed Claim. The remainder of the EFP Funding Allowed Claim that is not exchanged for 100% the New Equity Interests shall be bifurcated under Section 506 of the Bankruptcy Code and Bankruptcy Rule 3012 and reclassified as an Allowed Class 2 General Unsecured Claim under the Plan. Distributions to Holders of General Unsecured Claims in Class 2 shall be funded through a contribution of $100,000 from the Plan Sponsor (the "Plan Funding Contribution"), which amount shall be distributed pro rata among all Holders of Allowed Class 2 Claims. Under the Plan, Class 2 General Unsecured Claims total $54,431,960. Class 2 is impaired. Class 3 Holders of Warehouse Claims shall receive payment of their Allowed Claims, which shall be paid in 12 equal payments with the first payment to be made on or before the 30th Business Day after the occurrence the Effective Date, and subsequent payments to be made on the 15th day of each month thereafter. No interest or fees or expenses amounts shall be paid on account to Holders of Allowed Class 3 Claims. The existing Equity Interests in Debtor shall be cancelled on the Effective Date of the Plan. Class 4 Holders of Allowed Equity Interests are deemed to reject the Plan under Section 1126(g) of the Bankruptcy Code and are, therefore, not entitled to vote to accept or reject the Plan. Pursuant to Sections 363, 1123 and 1124 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, Distributions, and other benefits provided under the Plan, and as a result of arms' length negotiations among the Debtor and its creditors, upon the Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement of all Claims and Equity Interests and controversies resolved pursuant to the Plan. Solely to the extent otherwise necessary, Confirmation of the Plan also cures defaults under all prepetition contracts paid or maintained pursuant to this Plan, in accordance with Section 1124 of the Bankruptcy Code. Attorneys for the Debtor: Samuel A. Schwartz, Esq. SCHWARTZ LAW, PLLC 601 East Bridger Avenue Las Vegas, NV 89101 Telephone: (702) 385-5544 Facsimile: (702) 442-9887 E-mail: saschwartz@nvfirm.com A copy of the Disclosure Statement dated Feb. 10, 2023, is available at https://bit.ly/3HTfVen from PacerMonitor.com. About Tru Grit Fitness Tru Grit Fitness, LLC is a Las Vegas-based company that offers fitness equipment. Tru Grit Fitness sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-14320) on Dec. 7, 2022. In the petition signed by its chief executive officer, Brandon Hearn, the Debtor disclosed $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge August B. Landis oversees the case. The Debtor tapped Samuel A. Schwartz, Esq., at Schwartz Law, PLLC as legal counsel and Armory Consulting Co. as restructuring advisor. James Wong, principal at Armory, is the Debtor's chief restructuring officer. TRUE COAT PAINTING: Gets OK to Hire Robert M. Gardner as Counsel ---------------------------------------------------------------- True Coat Painting, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Robert M. Gardner, P.C. as its legal counsel. The firm's services include: a. giving the Debtor legal advice with respect to its powers and duties in the management of its property; b. preparing legal papers; c. assisting in the examination of claims of creditors; d. assisting in the formulation and preparation of the disclosure statement and plan of reorganization and with the confirmation and consummation thereof; and e. other necessary legal services. The firm will be paid at these rates: Robert M. Gardner, Jr., Attorney $500 per hour A. Vincent Ray, Attorney $350 per hour KD Brewer, Paralegal $150 per hour Sheryl Kolacki, Paralegal $150 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received from the Debtor a retainer of $10,000. Robert Gardner, Jr., Esq., a partner at Robert M. Gardner, P.C., 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 M. Gardner, Jr., Esq. Robert M. Gardner, P.C. 114 N. Broad Street Post Office Box 310 Winder, GA 30680 Tel: (678) 963-5045 Email: rg@gardnerlawfirm.com About True Coat Painting True Coat Painting, LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 22-21225) on Dec. 5, 2022, with as much as $1 million in both assets and liabilities. Judge James R. Sacca oversees the case. The Debtor is represented by Robert M. Gardner, P.C. U.S. SILICA: Renaissance Technologies Has 9.5% Stake as of Feb. 13 ------------------------------------------------------------------ In a Schedule 13G filed with the Securities and Exchange Commission, Renaissance Technologies LLC disclosed that as of February 13, 2023, the Company and its affiliated entities may be deemed to beneficially own approximately 9.50% of the outstanding shares of Common Stock of U.S. Silica Holdings Inc. Renaissance Technologies LLC said it beneficially owned 3,593,508 shares of Common Stock of U.S. Silica Holdings Inc. issuable upon the exercise of certain warrants of U.S. Silica Holdings Inc. held by it. Renaissance Technologies Holdings Corp., as investment banker of Renaissance Technologies LLC, may be deemed to beneficially own the shares of Common Stock beneficially owned by U.S. Silica Holdings Inc. A full-text copy of the regulatory filing is available for free at https://tinyurl.com/4kwrtx8h About U.S. Silica Headquartered in Katy, Texas, U.S. Silica Holdings, Inc. -- http://www.ussilica.com-- is a global performance materials company and a producer of commercial silica used in a wide range of industrial applications and in the oil and gas industry. In addition, through its subsidiary EP Minerals, LLC, the Company produces products derived from diatomaceous earth, perlite, engineered clays, and non-activated clays. As of Sept. 30, 2022, the Company had $2.25 billion in total assets, $1.58 billion in total liabilities, and $668.50 million in total stockholders' equity. On December 28, 2022, Egan-Jones Ratings Company upgraded the foreign currency and local currency senior unsecured ratings on debt issued by US Silica Holdings Inc. to CCC+ from CCC. EJR also upgraded the rating on commercial paper issued by the Company to B from C. UPTOWN 240: Case Summary & 17 Unsecured Creditors ------------------------------------------------- Debtor: Uptown 240 LLC 600 17th Street Suite 2800 South Denver, CO 80202 Business Description: Uptown 240 owns and operates a condominium complex in Dillon, Colorado. Uptown 240 residences are an exclusive collection of 80-luxury mountain and lakeview condominiums. Chapter 11 Petition Date: February 23, 2023 Court: United States Bankruptcy Court District of Colorado Case No.: 23-10617 Judge: Hon. Thomas B. Mcnamara Debtor's Counsel: Keri L. Riley, Esq. KUTNER BRINEN DICKEY RILEY, P.C. 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Tel: 303-832-2400 Email: klr@kutnerlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Danilo A. Ottoborgo as president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HSKL2DY/Uptown_240_LLC__cobke-23-10617__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 17 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Group 4G's Land Lease and $507,472 2308 Cherry Glen Drive Working Capital ATTN: Landon Greve Jones, OK 73049 2. MNJ Conslting by On-Site $252,776 Design, Inc., LLC Superintendent/ P.O. Box 1461 Line of Credit ATTN: Mike Graham Silverthorne, CO 80498 3. Innovise Business Consultants Insurance $202,000 7800 South Elati Street ATTN: Jason McMillan Littleton, CO 80120 4. Holland & Hart Attorney Fees $200,891 P.O. Box 17283 ATTN: Jennifer Hall Denver, CO 80217-0283 5. Melbourne Studios Webmaster and $23,082 652 Miller Street Marketing Woodstock ATTN: Kevin Melbourne Ontario, Canada N4S5K1 6. CTL Thompson Material Testing $13,047 7306 South Alton Way and Observation ATTN: George W. Benecke Centennial, CO 80112 7. Barton Materials LLC Real Estate Unknown 14800 Moncrieff Place Development Aurora, CO 80011 Project 8. ClayDean Electric Co. Real Estate Unknown 5150 Havana Street Development Suite B Project ATTN: Adam Fenerstein Denver, CO 80239 9. ConTech Engineered Real Estate Unknown Solutions LLC Development 625 The City Drive South Project Suite 190 ATTN: Craig P. Bronstein Orange, CA 92868 10. Epoch Developments LLC Real Estate Unknown 1601 Arapahoe Street Development ATTN: Craig Stawson Project Denver, CO 80202 Email: Craig@EpochDevelopments.com 11. JPG Dillon LLC Real Estate Unknown 4500 East Cherry Development Creek South Drive Project Suite 1080 ATTN: Paul Urtz, Esq. Denver, CO 80246 Email: PaulUrtz@MillerUrtz.com 12. Maximum Services, Inc. Real Estate Unknown P.O. Box 695 Development ATTN: Shawna Nelson Project Kremmling, CO 80459 13. ProNet Capital LLC Real Estate Unknown 2000 South Development Colorado Blvd. Project Tower 2, Suite 700 ATTN: Douglas Brown Denver, CO 80232 Email: DBrown@BDWF-Firm.com 14. R&H Mechanical, Inc. Real Estate Unknown P.O. Box 810 Development ATTN: David Young Project Eagle, CO 81631 15. RMS Concrete Real Estate Unknown P.O. Box 670 Development ATTN: Reuben Vargas Project Glenwood Springs, CO 81602 16. Symmetry Builders, Inc. Real Estate Unknown 5069 Silver Peak Development Avenue, Suite 1 Project ATTN: Erin Aitkens Dacono, CO 80514 Email: EAitken@SymmetryBuilders.Net 17. Town of Dillon Real Estate Unknown P.O. Box 8 Development ATTN: Carri McDonall Project Dillon, CO 80435 Email: CMcDonnall@TownofDillon.com VANTAGE SPECIALTY: Moody's Ups CFR to B2, Outlook Stable -------------------------------------------------------- Moody's Investors Service has upgraded Vantage Specialty Chemicals, Inc.'s Corporate Family Rating to B2 from B3 and Probability of Default Rating to B2-PD from B3-PD. Moody's also upgraded the existing senior secured first lien credit facilities to B2 from B3 and existing senior secured second lien term loan rating to Caa1 from Caa2. In addition, Moody's has assigned a B2 rating to Vantage's plan to amend, extend and upsize the senior secured first lien revolving credit facility due 2025 to $100 million from $75 million. The agency also assigned a B2 rating to the proposed $820 million senior secured first lien term loan due 2026. The outlook remains stable. Proceeds from the issuance will be used to repay Vantage's existing senior secured first lien term loan and incremental first lien term loan, second lien term loan and pay fees and expenses. The ratings on the existing senior secured first lien credit facilities and second lien term loan will be withdrawn once the refinancing is completed and the debt is repaid. The assigned ratings are subject to the transaction closing as proposed and review of the final documentation. "Vantage experienced strong demand for its products combined with favorable pricing and mix, which has resulted in revenue and EBITDA growth leading to financial performance that has exceeded Moody's expectations," said Domenick R. Fumai, Moody's Vice President and lead analyst for Vantage Specialty Chemicals, Inc. "In addition, the proposed amendment and extension of the first lien credit facilities reduces near-term refinancing risk, though it will result in higher interest expense," Fumai added. The following rating actions were taken: Assignments: Issuer: Vantage Specialty Chemicals, Inc. Backed Senior Secured First Lien Revolving Credit Facility, Assigned B2 (LGD4) Backed Senior Secured First Lien Term Loan, Assigned B2 (LGD4) Upgrades: Issuer: Vantage Specialty Chemicals, Inc. Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Backed Senior Secured First Lien Bank Credit Facility, Upgraded to B2 (LGD4) from B3 (LGD3) Backed Senior Secured Second Lien Bank Credit Facility, Upgraded to Caa1 (LGD6) from Caa2 (LGD6) Outlook Actions: Issuer: Vantage Specialty Chemicals, Inc. Outlook, Remains Stable RATINGS RATIONALE The CFR upgrade to B2 reflects further improvement in Vantage's credit metrics as revenues, EBITDA and free cash flow have benefitted from strong demand for the company's Consumer Solutions and Performance Solutions segments augmented by favorable pricing and mix despite higher raw material and logistics costs. Vantage has been successfully executing on its strategic actions to optimize asset utilization, expand capacity and re-align its commercial strategy to serve higher value markets and customers. The company has also taken steps to increase the commercial productivity of its salesforce. While a significant amount of the improvement has been due to organic growth, the acquisitions of JEEN International and Botanical Plus, have enhanced its customization and formulation capabilities and similarly contributed to adjusted EBITDA growth. As a result, the company has increased its penetration in more defensive consumer end markets such as personal care, food and life sciences while reducing its exposure to cyclical end markets. Despite the fact that Vantage still has exposure to industrial markets, Moody's believes the key markets it serves including water treatment, lubricants and coatings, adhesives, sealants and elastomers (CASE) are less sensitive to economic downturns. The upgrade also reflects Moody's view that the proposed transaction extends Vantage's debt maturity by over two years to April 2025 and mitigates refinancing risk over the near-term; though the higher interest rates on the new debt will increase annual cash interest expense. Moody's expects volumes to increase in FY 2023 following the steep drop in FY 2022 as customer destocking moderates and supply chain issues have lessened. However, glycerin and fatty acid prices are expected to normalize so sales growth in FY 2023 will decelerate compared to 2022. Nonetheless, positive supply and demand fundamentals for fatty acids and glycerin should remain supportive for its financial performance. Moody's are forecasting EBITDA to be roughly flat with FY 2022 as glycerin and fatty acid price normalization are offset by several strategic initiatives the company is undertaking. As a result, in FY 2023 Moody's projects Debt/EBITDA to remain around 4.0x-4.5x and free cash flow generation of about $35 million as further working capital is released. Vantage's B2 rating is supported by the company's established market positions in oleochemicals and their expanded specialty derivatives portfolio, which have a wide range of applications, including personal care, food, consumer products and industrial specialties. Furthermore, the increased exposure to less cyclical end markets provides greater stability in the current economic environment. Vantage competes in niche markets which require substantial investments and make barriers to entry high. Another positive factor underpinning the rating is the company has a large proportion of contractual pass-through provisions in oleochemicals, as well as its ability to raise prices in its specialty derivatives business. The significant amount of debt on the balance sheet resulting from an acquisitive financial strategy is a negative factor in the rating assessment. Although Vantage's Debt/EBITDA, including Moody's standard adjustments, has improved from 8.9x in FY 2020 to low 4.0x as of September 30, 2022, gross debt levels of around $900 million remain high relative to the size of the company's asset base. Moreover, despite several acquisitions that have increased geographic diversity, Vantage's revenue and EBITDA are heavily concentrated in the US. Vantage has improved operational flexibility through several transactions; however, a high degree of operational risk still exists as the company is highly dependent on two manufacturing sites located in Gurnee, Illinois and Chicago, Illinois. Moody's anticipates that Vantage will maintain good liquidity over the next 12 months with available cash on the balance sheet, free cash flow generation and access to the amended and extended $100 million secured revolving credit facility, upsized from $75 million. Liquidity as of September 30, 2022, was $37 million of balance sheet cash and $49 million of availability under the existing revolver. Vantage's debt capital is currently comprised of a $633 million first lien senior secured term loan, $54 million first lien senior secured term loan due October 2024 and $150 million second lien term loan due October 2025. The company also maintains a rated $75 million first lien revolving credit facility due January 2024. The B2 rating on the senior secured first lien credit facilities benefits from the security of substantially all assets of the company on a first priority basis. The revolving credit facility contains a springing first lien net leverage covenant, which is set at 7.5x once utilization exceeds 35%. The company is in compliance with the covenant as of September 30, 2022, and Moody's does not anticipate that Vantage will breach the covenant over the next 12 months. The $150 million second lien term loan, rated Caa1, reflects its effective subordination to the amount of first lien debt in the capital structure. The stable outlook assumes that Vantage's financial and operational performance will continue to support the B2 rating category. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Although not likely over the next 12 months following the action, Moody's would consider an upgrade if Debt/EBITDA, including Moody's standard adjustments, is maintained below 3.5x, balance sheet debt is materially reduced by at least $100 million, retained cash flow-to-debt (RCF/Debt) remains above 20% consistently, and the private equity sponsors demonstrate a commitment to more conservative financial policies. An upgrade would also require further increased scale and business diversity. Moody's would consider a downgrade if there is a significant deterioration in EBITDA compared to Moody's base case scenario such that Debt/EBITDA is sustained above 5.5x, free cash flow becomes meaningfully negative for an extended period, if liquidity falls below $50 million or if the company makes a large debt-financed acquisition or distribution to its sponsor. ESG CONSIDERATIONS Environmental, social and governance (ESG) risk factors are not material drivers of the rating action but are important factors in the company's credit rating. ESG considerations have a highly negative effect on Vantage's rating (CIS-4) reflecting the company's highly negative governance risks (G-4). Governance risks are elevated due to majority private equity ownership by H.I.G. Capital, which includes a board of directors with majority representation by members affiliated with the sponsor, and reduced financial disclosure requirements as a private company. Vantage also has high financial leverage compared to most public companies and an acquisitive strategy. Environmental risks (E-3) are moderately negative underpinned by moderately negative physical climate. However, Vantage's environmental risk benefits from favorable waste and pollution compared to the chemical industry given exposure to renewable sources such as tallow and natural products. Social risks (S-4) are highly negative, but is in-line with sector's heatmap and is partially mitigated by the number of raw materials used which are derived from renewable natural products such as almond, jojoba, palm oil and animal fats. Vantage Specialty Chemicals, Inc. based in Chicago, Illinois, is a privately-held company that focuses on natural ingredient products including those derived from animal fat and vegetable oil. The company operates two business segments, Consumer Solutions and Performance Solutions. In October 2017, H.I.G Capital acquired the majority equity stake in Vantage from its previous owner, The Jordan Company. Vantage reported revenue of $1.15 billion for the last twelve months ended September 30, 2022. The principal methodology used in these ratings was Chemicals published in June 2022. VIVOS REAL ESTATE: Hires Loan Locis as Commercial Loan Broker ------------------------------------------------------------- Vivos Real Estate Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Loan Locis, LLC as its commercial loan broker. There had been significant litigation over the Debtor's property with FVC Bank that was resolved in most respects by the entry of a stipulation and consent order. The stipulation and consent order contains various deadlines and requirements including that a loan commitment should be obtained on or before March 16 and if so, closing on a refinancing of the property may occur on or before April 15 with other conditions and terms that apply. The broker is engaged in two ways: Firstly, it has found one or more aspirant lenders whom the broker contends will be able to provide a commitment letter prior to March 16, 2023 to satisfy the indebtedness of the bank. Secondly, the broker is obtaining funding for the purchase of the property by a single purpose LLC that is being formed for the acquisition of the property. The broker will receive 2 percent of the maximum aggregate principal amount of the loan. The broker will also receive $5,000 up front retainer for his processing and review on the file. As disclosed in the court filings, the broker holds no adverse interest to the Debtor and its estate. The firm can be reached through: Robert Wade Loan Locis, LLC P.O. Box 8415 Elkridge, MD 21075 Fax: (877) 212-4907 Phone: (443) 917-4223 Phone: (888) 606-1405 Email: rwade@loanlocis.com About Vivos Real Estate Holdings Vivos Real Estate Holdings, LLC, a company in Rockville, Md., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 22-14207) on Aug. 2, 2022, listing as much as $50,000 in assets and $1 million to $10 million in liabilities. Naveen Doki, manager and president, signed the petition. Judge Maria Ellena Chavez-Ruark oversees the case. John D. Burns, Esq., at The Burns LawFirm, LLC is the Debtor's counsel. VIVOS REAL ESTATE: Seeks to Hire AMR Commercial as Broker --------------------------------------------------------- Vivos Real Estate Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ AMR Commercial, LLC as its commercial real estate broker. The firm will market and sell the Debtor's property located at 22 Baltimore Road, Rockville, Md. The Debtor has an offer with a preexisting LLC for $2 million. If the Debtor's preexisting LLC secures the contract offer that results in closing, there is a 2 percent commission to the broker. If there is another buyer who secures the contract offer that results in closing, there is a further 2 percent commission to be paid by buyer to its broker. As disclosed in court filings, AMR is disinterested and holds no adverse interest to the Debtor and its estate. The broker can be reached through: Mark Rittenberg AMR Commercial, LLC 4849 Rugby Avenue, Suite 200 Bethesda, MD 20814 Tel: (301)961-9696 Email: MRittenberg@amrcommercial.com About Vivos Real Estate Holdings Vivos Real Estate Holdings, LLC, a company in Rockville, Md., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 22-14207) on Aug. 2, 2022, listing as much as $50,000 in assets and $1 million to $10 million in liabilities. Naveen Doki, manager and president, signed the petition. Judge Maria Ellena Chavez-Ruark oversees the case. John D. Burns, Esq., at The Burns LawFirm, LLC is the Debtor's counsel. WC BRAKER: Trustee Taps Popp Hutcheson as Property Tax Counsel -------------------------------------------------------------- Dawn Ragan, the Chapter 11 trustee for WC Braker Portfolio, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Popp Hutcheson, PLLC as her special property tax counsel. Popp Hutcheson will render legal services as needed, in connection with disputing appraised property values for several of the Debtor's properties for tax year 2022. Popp Hutcheson's proposed compensation is on a contingency basis based on the percentages of tax savings. Specifically, the contingency rates are as follows: -- Contingency Fee of 20 percent at the administrative level; -- Contingency Fee of 20 percent for litigation up to mediation; -- Contingency Fee of 25 percent for mediation through trial, if needed. Popp Hutcheson is disinterested and holds no claim or interest adverse to the estate within the meaning of Sections 101(14) and 327 of the Bankruptcy Code, according to court filings. The firm can be reached through: Daniel R. Smith, Esq. Popp Hutcheson PLLC 1301 S MoPac Expy # 430 Austin, TX 78746 Phone: +1 512-473-2661 About WC Braker Portfolio WC Braker Portfolio, LLC is primarily engaged in renting and leasing real estate properties. The Debtor filed Chapter 11 petition (Bankr. W.D. Texas Case No. 22-10293) on May 2, 2022, with $100 million to $500 million in assets and $50 million to $100 million in liabilities. Judge Tony M. Davis oversees the case. Todd Headden, Esq., at Hayward PLLC serves as the Debtor's legal counsel. ATX Braker SR, LLC, as mortgage lender, is represented by Liz Boydston, Esq., and Stephen P. McKitt, Esq., at Polsinelli PC; and Mitchell A. Karlan, Esq., and Keith R. Martorana, Esq., at Gibson, Dunn & Crutcher, LLP. Dawn Ragan, the Chapter 11 trustee appointed in the Debtor's case, tapped Kelly Hart & Hallman, LLP as bankruptcy counsel and Geary, Porter & Donovan, P.C. as special counsel. WESTMINSTER-CANTERBURY: Fitch Affirms 'BB+' Issuer Default Rating ----------------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' Issuer Default Rating and long-term ratings on approximately $68.6 million series 2018 revenue refunding bonds issued by the city of Virginia Beach Development Authority on behalf of Westminster-Canterbury on Chesapeake Bay Obligated Group (WCCB OG). For purposes of this analysis, references to WCCB will mean the OG, unless otherwise noted. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Westminster- Canterbury on Chesapeake Bay (VA) LT IDR BB+ Affirmed BB+ Westminster- Canterbury on Chesapeake Bay (VA) /General Revenues/1 LT LT BB+ Affirmed BB+ SECURITY The bonds are secured by a gross revenue pledge of the OG and a first mortgage lien. There is no debt service reserve fund (DSRF). ANALYTICAL CONCLUSION The affirmation of the 'BB+' reflects Fitch's view of WCCB's forward-looking financial and operating risk profile that considers the full scope of management's growth strategy, including plans to materially increase the OG's leverage in support of a campus expansion project for a new 225-unit independent living tower. WCCB's balance sheet, debt service coverage, and adjusted net operating margin (NOMA) still reflect metrics that are investment grade, and stronger than the current rating suggests. While Fitch expects recent revisions to WCCB's capital spending plans, which no longer include the construction of a new AL/MC tower, to be less of a financial burden on future operations, Fitch believes the rating still better reflects WCCB's future financial profile once WCCB proceeds with its independent living (IL) tower construction project and related financing. Management's expansion plans include the construction of a new 225-unit IL tower. Litigation challenging the height and density of the independent living tower was successfully resolved and management is proceeding with pre-sales in anticipation of an approximately $447 million debt issuance once a 70% pre-sales threshold is reached. Upon issuance, debt will increase by about 6.5x the amount currently outstanding. That increase in leverage will constrain financial metrics, particularly when evaluated under Fitch's five-year forward-looking stress scenario. Fitch's scenario analysis also considers WCCB's guarantee of $12 million of debt that was incurred outside of the OG in 1Q22 in support of an affiliate's acquisition of a 172-unit age restricted rental community (Opus Select, formerly The Overture) located near the WCCB campus. Opus Select is currently performing better than management's initial projections, and while it is a rental community, is enjoying the benefit of having some residents live there while entering into a lifecare contract with WCCB for full continuum of care services at WCCB. Historically WCCB exhibited mixed operating metrics and a balance sheet, particularly cash to debt, that was only just adequate. However, operating metrics are supported by strong cash flows from net entrance fees, with fiscal 2021 and 2022 entrance fees from turnover units exceeding budget. WCCB consistently exhibits strong revenue defensibility characterized by a robust waitlist and history of good demand for its upscale location and amenities. Fitch believes that the IL unit (ILU) project, once stabilized, will further enhance WCCB's competitive position and will be accretive to operations. However, the amount of incremental debt and potential challenges associated with construction and achieving stabilized occupancy introduce risks Fitch believes to be more consistent with the current rating. KEY RATING DRIVERS Revenue Defensibility: 'a' Solid Occupancy; Favorable Location and Market Position WCCB is well positioned as the leading upscale life plan community (LPC) in its primary market area (PMA), supported by its beachfront location in Virginia Beach, a popular destination for seniors. The area is characterized by favorable wealth and income levels relative to surrounding communities and to the state of Virginia. There are two smaller competing life plan communities within WCCB's primary market area and two LPCs outside of the PMA located in Newport News, VA and Suffolk, VA, but these do not represent meaningful competition for WCCB. WCCB's strong revenue defensibility reflects solid and stable ILU occupancy averaging 91% for fiscal 2022. Currently, 96% ILUs are currently occupied or reserved, with a wait-list for ILUs currently numbering 633 that is updated monthly. Outside of IL, WCCB's average 2022 assisted living (AL) occupancy was 77%, while average healthcare occupancy was 85%, reflecting 15 HC beds taken off-line in 2021 during the pandemic that were put back into service in May 2022. Performance of WCCB's Early Advantage Program, through which prospective residents pay reduced entrance and monthly fees for access to the campus and to insure against unforeseen health events before they move in, also supports Fitch's strong revenue defensibility assessment. The Early Advantage program has grown to 182 members, and generated about $6.5 million of entrance fees in FY 2022. WCCB's entrance fees range from approximately $170,000 to $1.0 million for its standard, non-refundable contracts and differ between the mix of generally more affordable and typically smaller units in the East Tower and larger more expensive West Tower units. WCCB's favorable occupancy and robust wait-list suggest that the campus is meeting the needs of prospective residents and that units are affordable for the target demographic relative to the $350,000 median home price in Virginia Beach (realtor.com). Management has also successfully implemented 3.0%-6.5% annual increases to entrance and monthly fees without a negative effect on demand. WCCB began pre-marketing for the new 225-unit Bay Tower IL project in August 2022. Management expects that the process to reach 70% presales will be completed within the next 15-16 months, at which time WCCB will seek bond financing. Presales are progressing rapidly with just over one-third of the 225 Bay Tower units presold to-date. Operating Risk: 'bb' Consistent Cash Flow Supplements Weaker Operations; Sizable Capital Plans WCCB's operating metrics have historically been just adequate and more typical of below investment grade metrics, such as the operating ratio that has averaged 106% over the past five years, although cash flow performance has been robust, owing to a largely non-refundable contract mix. Although Fitch expects unit turnover to continue to be additive to WCCB's cash flows, the community's operating performance is likely to be further pressured once the new debt is incurred to fund WCCB's IL expansion. Moreover, Fitch expects the organization's capital-related metrics to weaken significantly once it proceeds with the capital plans. Both operations and capital-related metrics will rebound once the Bay Tower project approaches stabilization. WCCB offers a type-A (lifecare) contract, which Fitch believes represents the highest degree of operating risk, as the organization is unable to pass through the cost volatility associated with providing higher levels of healthcare to its revenue base. WCCB offers four refund options but approximately 95% of current residents are covered under the Standard Agreement which is non-refundable after 48 months. At just under $23 million (inclusive of entrance fees from the Early Advantage Program) net entrance fees were at near record levels for fiscal 2022. These cash flows supported an NOMA averaging 26% over the past five years and 36% for fiscal 2022. With a combination of rate increases and growth in the Early Advantage program, Fitch expects that unit turnover will continue to be additive to cash flows, although Fitch expects WCCB's operating performance to be pressured once the new debt is incurred. Upon reaching adequate pre-sales, the WCCB OG will issue up to $447 million of new debt to finance the new 225-unit IL tower on land adjacent to the WCCB campus. Management expects first generation entrance fees to pay down approximately $186 million of the IL project debt. Routine capital spending is expected to remain roughly in line with depreciation. A separate project to build a new AL/MC tower with 75 AL and 48 memory care units is on indefinite hold as economic and financing conditions are not currently viable. Management may revisit this project but likely not until the Bay Tower has reached stabilized occupancy. WCCB has historically maintained largely midrange capital-related metrics, with maximum annual debt service (MADS) representing an average of 9.0% of revenues and debt-to net available averaging 4.5 over the last five fiscal years. However, WCCB's debt burden will increase significantly once it moves ahead with its capital plans, which are expected to materially weaken capital-related metrics. Financial Profile: 'bb' Future Financial Profile Constrained Under Stress Scenario With $447 million of debt plans to facilitate construction of a new resident tower and the WCCB OG's $12 million guarantee of non-OG debt last year, Fitch believes that WCCB's financial profile will be constrained over the near to intermediate term. Under Fitch's stress scenario, cash to adjusted debt is expected to decline to below 20% from 72% at FYE 2022. MADS coverage is also expected to be constrained relative to the 4.05x (WCCB calculation) at FYE 2022; however, Fitch is unable to assess proforma debt service coverage until it has insight into the timing for the debt issuance, the debt structure, and the amortization schedule. At FY 2022 WCCB had 426 days cash on hand (DCOH) (433 per Fitch's calculation) and 72% cash-to-debt. WCCB's MADS coverage has historically ranged from 2.5x to 5.7x with fiscal 2022 MADS dipping slightly to 4.8x from 5.7x after record net entrance fees from turnover units in fiscal 2021. Fitch is rating to the expectation that WCCB OG will incur up to $447 million of new debt to fund its capital spending plans, which will weaken its cash-to-adjusted debt and MADS coverage to levels consistent with the current rating in Fitch's forward look. After issuance, WCCB's debt will increase from $73 million to approximately $530 million, inclusive of its $12 million guarantee of non-OG debt. Management expects about $186 million of initial entrance fees from the new tower to pay down temporary construction debt. Asymmetric Additional Risk Considerations No asymmetric risk considerations are relevant to the rating. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: - New project construction or fill-up issues that constrain operations or the balance sheet beyond what is contemplated under Fitch's stress scenario analysis. - Material weakening of DCOH below 200 days, or cash/adjusted debt falling to and being sustained below 30%, particularly once the new tower project under consideration has reached stabilized occupancy. - Failure to sustain MADS coverage in excess of 1.2x after the issuance of the new debt. Factors that could, individually or collectively, lead to positive rating action/upgrade: - Should WCCB further suspend, revise, or materially delay its plans, Fitch will reevaluate whether or not the ratings still properly reflect its assessment of WCCB's debt and repayment capacity, which could result in a positive rating revision. - An operating ratio approaching a sustained level at or below 100%. CREDIT PROFILE WCCB is a type A (lifecare) LPC located on a 12.2-acre site fronting the Chesapeake Bay in Virginia Beach, VA. The LPC opened in 1982 and is currently comprised of 441 IL units (ILUs), 80 AL units and 108 skilled nursing facility (SNF) beds (15 SNF beds taken off-line in 2021 due to COVID have been returned to service). Construction of WCCB's Bay Tower will add 225 ILUs. WCCB OG had total operating revenues of $58.0 million and total assets of $223 million in fiscal 2022 (YE September 30). Fitch bases its financial analysis on the results of the OG, which consists of WCCB (the senior living campus) and the Westminster-Canterbury on Chesapeake Foundation (the Foundation). WCCB OG accounted for 81% of total assets and 78% of total revenues of the consolidated entity in fiscal 2022. WCCB also has six non-OG affiliated organizations, Westminster-Canterbury at Home, LLC; Senior Options, LLC; S.O. Realty, LLC; Ballentine Home Corporation; Lynnhaven Inlet Fishing Pier, and Senior Options Community created to acquire Opus Select, a 172-unit, age 62+ rental apartment community located nearby to WCCB's campus. The non-OG entities were minimally additive to consolidated operating performance in fiscal 2022. The financial results of these affiliates are not included in the metrics reported in this press release. Operating Risk Some of WCCB's operating metrics have been historically just adequate and more typical of below investment grade metrics, such as the operating ratio that has averaged close to 106% over the past five years. However, WCCB has historically generated strong cash flows from net entrance fees, as the majority of residents are covered under non-refundable contracts. supporting strong cash flows from net entrance fees. At just under $23 million (inclusive of entrance fees from the Early Advantage Program) net entrance fees were at near record levels for fiscal 2022. These cash flows supported a (NOMA) averaging 26% over the past five years and 36% for fiscal 2022. With a combination of rate increases and growth in the Early Advantage program, Fitch expects that unit turnover will continue to be additive to cash flows, although Fitch expects WCCB's operating performance to be pressured once the new debt is incurred. WCCB has historically maintained largely midrange capital-related metrics, with MADS representing an average of 9.1% of revenues and debt-to net available averaging 5.1x over the last five fiscal years. However, WCCB's debt burden will increase significantly once it moves ahead with its aggressive capital plan, which will materially weaken it capital-related metrics. 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. WILLIAMS LAND: Creditors to Get Proceeds From Liquidation --------------------------------------------------------- Williams Land Clearing Grading and Timber Logger, LLC filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina a Disclosure Statement describing Chapter 11 Plan dated February 20, 2023. The Debtor is a North Carolina Limited Liability Company which provided land clearing, grading, and timber services. The Debtor filed Chapter 11 with the hope of reorganizing and repaying its debts. After several months of operating in Chapter 11, the Debtor determined that a reorganization was not feasible, and that its creditors would be best served by a deliberate and orderly liquidation. Given the pendency of several adversary proceedings and the complexity of the Debtor's business, the Debtor determined that liquidating in Chapter 11 would likely result in a quicker and greater return to creditors that would a liquidation in Chapter 7. During the course of the Debtor's Chapter 11 case, the Debtor employed Country Boys Auction and Realty to value its vehicles and equipment. Class 10 consists of Allowed General Unsecured Claims. The Debtor scheduled non-priority unsecured claims in the amount of $473,917.30. The Debtor expects that Class 10 will include materially more than that amount of claims once the deficiency balances from secured claims are determined. Based on the amount of secured, priority and administrative claims, the Debtor believes there may not be sufficient funds to make payment to Class 10. Class 11 Equity holders shall retain their Equity Interests. Class 11 shall be paid as such funds are available. The Debtor believes that it is very unlikely that there will be any money paid to Class 11. The Plan calls for the liquidation of significant assets, which may have significant tax consequences to the Debtor. The Debtor does not believe that Confirmation of the Plan will result in any significant adverse tax consequences to its creditors. Upon Confirmation of the Plan, all powers and authorities of the Debtor's officers and directors shall be vested in the Plan Administrator, and the prior officers and directors shall be relieved of all duties and responsibilities. The Plan gives the Plan Administrator the authority to pursue causes of action to, among other reasons, recover amounts due to the Debtor or to avoid transfers. As the Plan Administrator receives funds, the Plan Administrator shall: * First, reserve funds for taxes related to the collection of the funds and asset sales; * Next, reserve funds to pay the costs and fees of collecting the funds and selling assets; * Next, pay the Net Proceeds to the Class having retained liens on such funds, in order of priority; * Next, pay Class 1; * Next, pay Classes 2 and 3; * Next, pay Class 10 (once the full extent of Class 10 claims are determined and after payments to Classes 2 through 9 are completed); * Next, Pay Class 11. A full-text copy of the Disclosure Statement dated February 20, 2023 is available at https://bit.ly/3EwvR5v from PacerMonitor.com at no charge. The Debtor is represented by: William Janvier, Esq. Stevens Martin Vaughn & Tadych, PLLC 6300 Creedmoor Rd., Suite 170-370 Raleigh, NC 27612 Telephone: (919) 582-2300 Email: info@smvt.com About Williams Land Clearing, Grading, and Timber Logger Williams Land Clearing, Grading, and Timber Logger, LLC, is a land development company that logs timber in addition to offering lot and site clearing, land leveling, drainage solutions, and related services. Prior to forming Williams Land in 2016, Lamont Williams, its sole member, had been in the logging business since 2001, and added clearing and grading to his business in about 2006. Williams Land sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-02094) on September 16, 2022. In the petition signed by Lamonte Williams, manager, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Pamela W. McAfee oversees the case. William P. Janvier, Esq., at Stevens Martin Vaughn and Tadych, PLLC, is the Debtor's counsel. WYNN RESORTS LTD: T. Rowe Price Has 7.6% Stake as of Feb. 14 ------------------------------------------------------------ In a Schedule 13G filed with the Securities and Exchange Commission, T. Rowe Price Associates Inc. disclosed that as of February 14, 2023, it may be deemed to beneficially own approximately 8,638,226, representing 7.6% of the outstanding shares of Common Stock of Wynn Resorts Ltd. A full-text copy of the regulatory filing is available for free at https://tinyurl.com/488ds5mn About Wynn Resorts Ltd. Wynn Resorts, Limited is an American publicly traded corporation based in Paradise, Nevada, that is a developer and operator of high-end hotels and casinos. In January 2023, Egan-Jones Ratings Company maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Wynn Resorts Ltd. EJR also maintained its B rating on commercial paper issued by the Company. Meanwhile, S&P Global Ratings affirmed its 'B+' issuer credit ratings on Wynn Resorts Ltd. and its subsidiaries and affirmed all issue-level ratings. S&P also removed its ratings on the company from CreditWatch, where S&P placed them with negative implications on July 7, 2022. S&P said, "The negative outlook reflects continued stress on Wynn's revenue and cash flow in Macao, our forecast for Macao's free operating cash flow to remain negative in the first half of 2023, and our expectation that leverage will remain above our 7x downgrade threshold at least over the next several quarters." This is because of the negative impact of COVID-19 on the company's operations in Macao over the past three years and some uncertainty as to how the recovery will unfold in an evolving public health environment following China's relaxation of COVID-19 policies. A more rapid easing of COVID-19 control measures in China than previously anticipated should support Macao's gross gaming revenue (GGR) recovery in 2023 and allow Wynn to reduce leverage below 7x by late 2023 to early 2024 on an EBITDA run-rate basis. WYNN RESORTS: Jefferies Says Equity Stake Now De Minimis -------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Jefferies LLC, disclosed that as of February 14, 2022, the equity stake of the firm and its affiliates, Jefferies International Limited and Jefferies Financial Group Inc., in Wynn Resorts Ltd. has dropped to 0.08% from 6.01% as of the end of December 2022. As of December 31, 2022, Jefferies et al. beneficially owned in the aggregate 6,810,459 shares of Wynn Resorts' Common Stock, representing approximately 6.01% of the shares of Common Stock outstanding. As of February 13, 2023, they beneficially owned in the aggregate 89,646 shares of Common Stock, representing approximately 0.08% of the shares of Common Stock outstanding. Jefferies International Ltd. and Jefferies Financial Group said it beneficially owned 6,810,459 shares of Common Stock of Wynn Resorts Ltd. issuable upon the exercise of certain warrants of Wynn Resorts Ltd. held by it, and The percentage is based on 113,313,591 shares of Common Stock outstanding as of November 1, 2022. Jefferies LLC is a broker or dealer registered under Section 15 of the Exchange Act and Jefferies International Limited is a broker or dealer authorized and regulated by the Financial Conduct Authority in the United Kingdom which is comparable to the regulatory scheme applicable to a broker or dealer registered under Section 15 of the Exchange Act. Both JLLC and JIL are subsidiaries of Jefferies Financial Group Inc. A full-text copy of the regulatory filing is available for free at https://tinyurl.com/37dp6m7w About Wynn Resorts Ltd. Wynn Resorts, Limited is an American publicly traded corporation based in Paradise, Nevada, that is a developer and operator of high-end hotels and casinos. In January 2023, Egan-Jones Ratings Company maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Wynn Resorts Ltd. EJR also maintained its B rating on commercial paper issued by the Company. Meanwhile, S&P Global Ratings affirmed its 'B+' issuer credit ratings on Wynn Resorts Ltd. and its subsidiaries and affirmed all issue-level ratings. S&P also removed its ratings on the company from CreditWatch, where S&P placed them with negative implications on July 7, 2022. S&P said, "The negative outlook reflects continued stress on Wynn's revenue and cash flow in Macao, our forecast for Macao's free operating cash flow to remain negative in the first half of 2023, and our expectation that leverage will remain above our 7x downgrade threshold at least over the next several quarters." This is because of the negative impact of COVID-19 on the company's operations in Macao over the past three years and some uncertainty as to how the recovery will unfold in an evolving public health environment following China's relaxation of COVID-19 policies. A more rapid easing of COVID-19 control measures in China than previously anticipated should support Macao's gross gaming revenue (GGR) recovery in 2023 and allow Wynn to reduce leverage below 7x by late 2023 to early 2024 on an EBITDA run-rate basis. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2023. All rights reserved. ISSN: 1520-9474. 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