/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230317.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, March 17, 2023, Vol. 27, No. 75 Headlines 1600 HICKS ROAD: Unsecureds Will Get 100% of Claims over 5 Years 225 BOWERY: Court OKs Cash Collateral Access on Final Basis 4TH STREET MEDICAL: Amends Poppy Bank Claim; Plan Hearing April 19 5BG TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors 7910 MAIN STREET: Court Confirms Reorganization Plan ADVANCED REIMBURSEMENT: Seeks to Extend Plan Exclusivity to May 21 AFTERSHOCK COMICS: CBS AMC Networks Appointed to Committee AIP RD BUYER: Moody's Affirms B2 CFR & Rates New $350MM Loan B2 ALL WAYS CONCRETE: Wins Cash Collateral Access Thru March 31 AMERICAN CENTER: Ambush Did Not Breach Settlement, 3d Cir. Affirms ANNABELLE ZARATZIAN: Denial of Objection to BNY's POC Affirmed ANTHYMTV CO: Seeks to Hire Haynsworth as Special Counsel APOGEE GROUP: Amends Plan to Include CRIM & IRS Unsecured Claims AQUAVISTA WATERSIDES: Barings Marks $75,000 Loan at 21% Off ATHENA MEDICAL: Case Summary & Seven Unsecured Creditors ATX NETWORKS: Goldman Sachs Marks $1.9M Loan at 17% Off AUBSP OWNERCO: Creditors' Bid to Dismiss Bankruptcy Case Denied AUBSP OWNERCO: Motion to Clarify Stay Relief Orders Denied AUSTIN CONVENTION: S&P Affirms 'BB+' Rating on Sr. Secured Bonds AVENTIS SYSTEMS: Gets OK to Hire AI Law as Special Counsel AZURE DEVELOPMENT: Seeks to Hire Charles A. Cuprill as Counsel AZURE DEVELOPMENT: Taps CPA Luis R. Carrasquillo as Fin'l Advisor B&G PROPERTY: UST Says Disclosure Statement Inadequate BARTECH GROUP: Unsecureds to Get Share of Remaining Funds BENZRENT 7: Exclusivity Period Extended to May 5 BH FROZEN: Seeks to Extend Plan Exclusivity to June 5 BIG VILLAGE: Court OKs Final Cash Collateral Access BLUE RIBBON: Barings Capital Marks $12.2M Loan at 26% Off BOYCE HYDRO: Trustee Taps O'Keefe's Services in Kogan Case BREAKFORM RESIDENTIAL: Court OKs Final Cash Collateral Access CELSIUS NETWORK: Exclusivity Period Extended to March 31 CELSIUS NETWORK: Only LLC is Liable to Customers' Contract Claims CHASE INDUSTRIES: Goldman Sachs Marks $12M Loan at 86% Off CHIEF CORNERSTONE: Voluntary Chapter 11 Case Summary CIMOLAI SPA: Files for Chapter 15 Bankruptcy to Protect US Assets COBRA PIPELINE: April 11 Hearing on Disclosure Statement CORE SCIENTIFIC: Barings Capital Marks $17.3M Loan at 62% Off CWI CHEROKEE: Seeks to Hire Schreeder Wheeler & Flint as Counsel DAR HOME: Unsecured Creditors Will Get 100% of Claims in 5 Years DENT TECH: Seeks July 19 Extension for Plan and Disclosures DIAMOND SPORTS: Commences Voluntary Chapter 11 Proceedings DIAMOND SPORTS: In Chapter 11 to Restructure $8-Bil. of Debt DIAMOND SPORTS: S&P Cuts Secured 1st-Lien Term Loan Rating to 'D' DING TRANS: Exclusivity Period Extended to June 19 DIOCESE OF ALBANY: Case Summary & 20 Largest Unsecured Creditors DIOCESE OF ALBANY: Files for Chapter 11 Due to Abuse Claims ECSEM CORP: Plan Filing Deadline Extended to April 5 EDPASS NY: Lender Seeks to Prohibit Cash Collateral Access EDPASS NY: Seeks Approval to Hire Irina Pinchenkova as Accountant ELDAN LLC: Taps Law Office of Timothy Thomas as Bankruptcy Counsel EQUESTRIAN SPIRITS: Hires Harriett Downs as Real Estate Broker ETHEL MATTHEWS: Demurrers and Judgment on the Pleadings Affirmed EXCL LOGISTICS: Bid to Use Cash Collateral Denied FARMHOUSE CREATIVE: Seeks to Hire Baldwin & Company as Accountant FENIX GROUP: Court OKs Interim Cash Collateral Access FIRST REPUBLIC BANK: S&P Lowers ICR to 'BB+', On Watch Negative FIRST REPUBLIC: Fitch Cuts LongTerm IDR to BB, on Watch Negative FIRST TO THE FINISH: CNB Bank's Bid for Summary Judgment Granted FMBC INVESTMENTS: Says Unsecureds Unimpaired in Liquidating Plan FROZEN WHEELS: Seeks to Extend Plan Exclusivity to June 5 FTX TRADING: Seeks to Extend Plan Exclusivity to Sept. 7 GALA SERVICE: Unsecured Creditors Will Get 5.8% Dividend in Plan GLOBAL PREMIER: Seeks to Extend Plan Exclusivity to May 15 GLOBAL PROCESSING: Exclusivity Period Extended to April 23 GOLDEN KEY: Taps SouthBank Legal as Special Appellate Counsel GREELEY LAND: Property Sale Proceeds to Fund Plan Payments GREER TRANSPORT: Court OKs Cash Collateral Access Thru May 25 GULF COAST BRAKE: Denial of Appellants' Motions to Abate Affirmed HAMON HOLDINGS: Unsecureds to Get 29% or 44% Under Plan HDT HOLDCO: Moody's Lowers CFR & Senior Secured Debt to Caa1 HIE HOLDINGS: Trustee Taps Char Sakamoto as Special Counsel HOLDINGS MANAGEMENT: Taps Tydings & Rosenberg as Legal Counsel HOVA MANAGEMENT: Case Summary & Four Unsecured Creditors IMMEDIATE PROPERTIES: Taps Michael Jay Berger as Legal Counsel INDIAN PIPE: Case Summary & Two Unsecured Creditors INFOBLOX INC: Barings Capital Marks $2.8M Loan at 22% Off INTEGRATED COOLING: Wins Interim Cash Collateral Access ISABEL ENTERPRISES: Condo Association Says Plan Snubs Claims JACOBSON DEVELOPMENT: Conversion to Chapter 7 Affirmed on Appeal JOANN INC: S&P Affirms 'CCC+' Rating on $675MM Term Loan JUNO USA: Supplemental Briefs in RideAPP Lawsuit Due on April 3 K STREET LLC: Seeks to Extend Plan Exclusivity to April 24 KABBAGE INC: Says Wind-Down Plan Approved by Judge KANDELA LLC: Moving Concierge Startup Files for Chapter 7 KEYS MEDICAL STAFFING: Wins Cash Collateral on Final Basis KUEHG CORP: S&P Upgrades ICR to 'B', Outlook Stable LAURA'S ORIGINAL: Seeks Cash Collateral Access LEARFIELD COMMUNICATION: Barings Marks $67,000 Loan at 25% Off LIFSEY REAL ESTATE: Seeks to Hire Bush Ross as Bankruptcy Counsel LIONS GATE: Moody's Lowers CFR to B2, Under Review for Downgrade LTL MANAGEMENT: Exclusivity Period Extended to April 14 MANCUSO MOTORSPORTS: Cash Collateral Access OK'd Thru April 21 MANZELLA PROPERTIES: Has Deal on Cash Collateral Access MARINE WHOLESALE: Seeks to Extend Exclusivity Period to Sept. 5 MARYLAND ECONOMIC DEVELOPMENT: S&P Cuts Rev. Bonds Rating to 'BB' MAVERICK BIDCO: Moody's Affirms B3 CFR & Rates New 1st Lien Debt B2 MAVERICK HOLDCO: S&P Rates Incremental First-Lien Term Loan 'B-' MEDIAN B.V.: Barings Capital Marks $3.7M Loan at 17% Off MINOTAUR ACQUISITION: S&P Upgrades ICR to 'B', Outlook Stable MOMENTIVE INC: Symphony Transaction No Impact on Moody's 'B2' CFR NARDA ACQUISITIONCO: Barings' $68,000 Loan Has Steep Discount NAVARRO PECAN: Seeks to Hire Joann Means as Special Counsel NELSON BROTHERS: Exclusivity Period Extended to April 17 NGV GLOBAL: Exclusivity Period Extended to March 24 NGV GLOBAL: Seeks to Extend Plan Exclusivity to September 18 NORDSTROM CANADA: To Restructure Under CCAA Proceedings NORTH SHORE: Seeks to Hire Kutner Brinen Dickey Riley as Counsel OAKLAWN HOSPITAL: Moody's Puts Ba1 Rating on Review for Downgrade PASO DEL NORTE: Case Summary & 20 Largest Unsecured Creditors PCL PROPERTIES: Taps Law Offices of Dirk J. Oudemool as Counsel PICCARD PETS: Court OKs Cash Collateral Access Thru April 17 PREMIER CAJUN: Seeks Access to $1.7MM of Cash Collateral QUANERGY SYSTEMS: Seeks to Extend Plan Exclusivity to July 11 QUOTIENT LTD: Meyer and Mendez Continue to Serve as Directors RAMBLER METALS: Gets CCAA Stay Order; Grant Thornton as Monitor RE/MAX LLC: Moody's Lowers CFR to B1 & Alters Outlook to Negative RISE ENTERPRISES: Case Summary & 11 Unsecured Creditors RL ENTERPRISES: July 6 Plan Confirmation Hearing Set ROCK SPLITTERS: Subchapter V Trustee Says Plan Not Feasible ROCKING M MEDIA: Gets Combined Hearing on Plan & Disclosures ROCKING M MEDIA: Seeks to Extend Plan Exclusivity to June 7 RODA LLC: Exclusivity Period Adjusted to June 6 S B BUILDING: Exclusivity Period Extended to July 25 SANIBEL REALTY: Seeks to Extend Plan Exclusivity for 90 Days SAVESOLAR CORPORATION: U.S. Trustee Unable to Appoint Committee SCHARN INDUSTRIES: Court OKs Cash Collateral Access Thru April 6 SHANDS JACKSONVILLE: Moody's Cuts Issuer & Rev Bond Ratings to Ba1 SHEM OLAM: Yeshiva Says Debtor Can't Sell Disputed Property SILVER STAR: Court OKs Final Cash Collateral Access SORRENTO THERAPEUTICS: Seeks Removal of NantCell From Committee SOUTHEAST HOSPITAL: Moody's Alters Outlook on Ba1 Rating to Neg. SPIRIPLEX INC: Court OKs Cash Collateral Access Thru April 30 SPRING MOUNTAIN: Exclusivity Period Extended to July 26 STIMWAVE TECHNOLOGIES: Asks to Extend Solicitation Period to Apr 24 STOCKTON GOLF: April 4 Plan Confirmation Hearing Set STOCKTON GOLF: Unsecured Creditors to Recover 10% in Dual Plan STREAM TV NETWORKS: Case Summary & 20 Largest Unsecured Creditors SUN BORICUA: Taps KPG Law as Special Counsel in Engiworks Suit TARONIS FUELS: Seeks to Extend Plan Exclusivity to July 11 TECHNOVATIVE MEDIA: Case Summary & One Unsecured Creditor TEREX CORP: Moody's Upgrades CFR to Ba3 & Alters Outlook to Stable THRIVIFY LLC: Involuntary Chapter 11 Case Summary TITAN IMPORTS: Small Business Plan Confirmed by Judge TRADER CORP: Goldman Sachs Marks C$317,000 Loan at 28% Off TRU GRIT FITNESS: Seeks to Hire Campbell Jones Cohen as Accountant TUESDAY MORNING: Seeks to Hire A&G as Real Estate Consultant TUESDAY MORNING: Seeks to Hire Phelanlaw as Special Counsel TUESDAY MORNING: Taps Force Ten Partners as Financial Advisor TUESDAY MORNING: Taps Munsch Hardt Kopf & Harr as Legal Counsel TUESDAY MORNING: Taps Piper Sandler & Co. as Investment Banker UNIVAR SOLUTIONS: Fitch Puts 'BB+' LongTerm IDR on Watch Negative UNIVAR SOLUTIONS: Moody's Puts 'Ba2' CFR on Review for Downgrade VESTA HOLDINGS: Fine-Tunes Plan Documents VG IMPERIAL: Seeks to Extend Plan Exclusivity to August 17 VILLAGE CENTER: Taps Law Office of Peter M. Daigle as Counsel VMR CONTRACTORS: Court OKs Cash Collateral Access Thru March 27 VOYAGER DIGITAL: Court Confirms Plan as Modified WEINBERG HOLDINGS: Exclusivity Period Extended to May 29 WELLPATH HOLDINGS: Moody's Cuts CFR to Caa1 & 1st Lien Loan to B3 WESTERN ALLIANCE: Moody's Puts (P)Ba1 Pref. Shelf Rating on Review WHITETAIL GENERAL: Case Summary & 20 Largest Unsecured Creditors ZEOLI-BROWN LLC: April 20 Plan & Disclosure Hearing Set ZEP INC: Goldman Sachs Marks $53M Loan at 40% Off ZOOMINFO TECHNOLOGIES: Share Repurchase No Impact on Moody's 'Ba3' [^] BOOK REVIEW: Mentor X ********* 1600 HICKS ROAD: Unsecureds Will Get 100% of Claims over 5 Years ---------------------------------------------------------------- 1600 Hicks Road, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Illinois a Disclosure Statement in conjunction with the Plan of Reorganization dated March 13, 2023. The Debtor was organized as an Illinois limited liability company on June 7, 2008. The members of the Debtor have always been Anam Qadri and Saleem Qadri, who are brothers. On July 30, 2008, the Debtor purchased the property at 1600 Hicks Road, Rolling Meadows, Illinois, financing the purchase with a mortgage loan in the amount of $2 million from Excel National Bank. Excel National Bank is the former name of EH National Bank, a/k/a EH Private Bank, which is currently a creditor in this case. Exotic Motors, Inc., Anam Qadri, and Saleem Qadri executed guaranties of the mortgage loan. Exotic Motors, Inc., moved its operation into the Debtor's building in 2008 and has been the sole tenant, continuing to operate its dealership since then. Exotic Motors deals primarily in used luxury vehicles. A new foreclosure sale was held by The Judicial Sales Corporation on August 22, 2022, at which EH National Bank made an opening bid of $1,280,000, and the successful bidder, Probidder LLC, purchased the property for the amount of $1,280,001.00. On March 1, 2023, the court entered an order approving the sale and entered a deficiency judgment of $1,597,720.47 in favor of EH National Bank and against the Debtor and Exotic Motors, Inc., Anam Qadri, and Saleem Qadri, jointly and severally. The Debtor's Plan of Reorganization provides for payment in full of all creditors. All general unsecured creditors will be paid a 100% distribution, in quarterly payments, over a period of five years. The sole secured creditor to be paid under the Plan will be paid a 100% distribution, with interest at 5% per annum, in monthly installments over a 30-year amortization, and a balloon payment due at the end of seven years. The Plan provides for the deposit of a $42.22 monthly payment to a distribution account, or $917.46/month if BMO Harris is allowed a general unsecured claim. The Debtor will pay the quarterly payment, divided pro rata among holders of allowed secured claims, each quarter, until the end of the five-year term of the Plan. The Debtor will distribute the amount in the distribution account each quarter immediately upon availability of the funds in the distribution account. The Debtor will pay the secured claim of BMO Harris Bank, N.A., in the amount of $450,000.00, secured by real estate owned by the Debtor, with interest at 6% per annum, in equal monthly payments over a five-year period. The monthly payment will be $2,697.98/month. If BMO Harris makes an election to have its claim treated differently, under a Section 1111(b) election, its claim will be treated differently. The Plan provides for payment in full of income tax and other priority claims upon the Effective Date of the plan, but the Debtor is not aware of any such priority claims. The Debtor projects sufficient income to pay all required payments under the plan. After confirmation of the Plan, the Debtor will make quarterly payments to EH National Bank on its general unsecured deficiency claim, and to ITSS Group on its general unsecured claim. The Debtor will make monthly deposits to a Disbursement Account and make distributions to general unsecured creditors on a quarterly basis. All unsecured claims will be paid from the Disbursement Account on a quarterly basis. The Debtor will pay administrative expenses, including any fees allowed to its counsel, as agreed with the holder of those expense claims. The Debtor will pay the secured claim of Exotic Motors, Inc., which is a tenant of the Debtor's real estate at 1600 Hicks Road, Rolling, Meadows, Illinois, in the amount of $3,489.35/month, by extending a credit or set-off against the monthly rent of $10,000.00 payable to Exotic Motors to the Debtor. The net payment on account of rent by Exotic Motors, Inc., to the Debtor will be $6,510.65/month. Class IV consists of all other general unsecured claims, other than the claims of insiders in Class VI. The total amount of these claims is $15,056.94. These claims will receive a 100% distribution, in equal quarterly payments commencing on the first day of the calendar quarter following the Effective Date of the Plan, and continuing for five years. The quarterly payment on all claims in this class will be approximately $752.85/quarter. The Debtor has two members, Anam Qadri and Saleem Qadri, each of whom owns 50% of the Debtor, and who are also the sole managers of the Debtor. The two members will continue to be sole owners and members of the debtor limited liability company. The two managers have not taken a salary before or during the pendency of this case and do not intend to take a salary from the Debtor after the confirmation of the Plan. The Debtor will make monthly deposits to a distribution account, commencing on the first day of the calendar month following the Effective Date, to be distributed quarterly to EH National Bank and to ITSS Group Corporation, the sole member of Class IV. The total monthly deposit will be approximately $26,880. The Debtor will make deposits of $3,489.35/month to a distribution account, commencing on the first day of the month following the Effective Date, to be distributed in monthly payments commencing on the first day of the month following the Effective Date. A full-text copy of the Disclosure Statement dated March 13, 2023 is available at https://bit.ly/3YQCqqT from PacerMonitor.com at no charge. Attorney for the Debtor: David P. Lloyd, Esq. David P. Lloyd, Ltd. 615B S. LaGrange Rd. LaGrange IL 60525 Telephone: (708) 937-1264 Facsimile: (708) 937-1265 Email: info@davidlloydlaw.com About 1600 Hicks Road Rolling Meadows, Ill.-based 1600 Hicks Road, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-13205) on Nov. 14, 2022. Anam Qadri, partner, signed the petition. At the time of the filing, the Debtor disclosed total assets of $1,930,100 and total liabilities of $2,700,000. Judge David D. Cleary oversees the case. David P. Lloyd, Esq. at David P. Lloyd, Ltd. represents the Debtor as counsel. 225 BOWERY: Court OKs Cash Collateral Access on Final Basis ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized 225 Bowery LLC to use cash collateral on a final basis in accordance with the budget, with a 20% variance. The Debtor requires the use of cash collateral to, among other things, fund the orderly continuation of its business, maintain the confidence of its customers and vendors, pay operating expenses, preserve going-concern value and pay the costs of administering the Chapter 11 Case. As of the Petition Date, the Debtor's only secured lender with an interest in the cash collateral is Bank Hapoalim B.M. The Debtor's loan agreement with BHI closed March 4, 2019, and resulted in $68 million of financing. The BHI Loan is governed by the Loan Agreement dated March 4, 2019, evidenced by a Consolidated, Amended and Restated Promissory Note for up to $80 million, and secured by a Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents and Security Agreement. The Mortgage was recorded with the NYC Department of Finance Office of the City Register on March 4, 2019, contemporaneously with the closing of the BHI Loan Documents, and BHI filed a UCC-1 with the Delaware Secretary of State on March 14, 2019. BHI, as the Debtor's depository bank, has a perfected security interest in all cash collateral on deposit in accounts maintained with BHI. As of the Petition Date, approximately $79.5 million is owed under the BHI Loan, including $67.1 million in principal, $11.6 million in interest, and $784,986 in late fees. As adequate protection for the use of cash collateral, BHI is granted: a. replacement liens and superpriority administrative claims for any diminution in value of BHI's Prepetition Collateral; b. payment of reasonable and necessary legal fees incurred by BHI subject to standard notice to the Office of the United States Trustee and any committee appointed in the Chapter 11 Case; and c. certain reporting obligations. BHI is also granted, subject only to payment of the Carve-Out, an allowed superpriority administrative expense claim, payable from and having recourse to all prepetition and postpetition property of the Debtor and all proceeds thereof. The Final Order provides a "Carve-Out" of statutory fees and allowed professional fees of the Debtor and any statutory committee of unsecured creditors appointed pursuant to section 1103 of the Bankruptcy Code which, upon the occurrence of a Carve-Out Event, is subject to a Post-Carve-Out Notice Cap of $1 million. The reasonable fees and expenses incurred by a trustee under section 726(b) are capped at $50,000. The Debtor's right to use cash collateral will automatically terminate without further notice or court proceeding, on the earliest to occur of any of these events: (a) Failure of the Debtor to abide by the material terms, covenants, and conditions of the Interim Order or the Budget (subject to any Permitted Variances), which failure has not been cured within five days of receipt of written notice by BHI; (b) The use of cash collateral for any purpose not authorized by the Final Order; (c) The dismissal of the Chapter 11 Case, the conversion of the Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code, or the appointment in the Chapter 11 Case of a trustee or examiner with expanded powers, without the consent of BHI; or (d) A Court order is entered reversing, staying, vacating, or otherwise modifying in any material respect the terms of the Final Order. A copy of the order is available at https://bit.ly/3LpzEG8 from PacerMonitor.com. About 225 Bowery LLC 225 Bowery LLC owns a micro hotel in Manhattan's Lower East Side. 225 Bowery LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10094) on January 24, 2023. In the petition signed by Nat Wasserstein, chief restructuring officer, the Debtor disclosed up to $100 million in both assets and liabilities. Judge Brendan L. Shannon oversees the case. Alston & Bird LLP and Young Conaway Stargatt and Taylor, LLP, represent the Debtor as legal counsel. Bank Hapoalim B.M., as lender, is represented by Scott S. Balber, Esq., at Herbert Smith Freehills New York LLP. 4TH STREET MEDICAL: Amends Poppy Bank Claim; Plan Hearing April 19 ------------------------------------------------------------------ 4th Street Medical Building, LLC, submitted an Amended Combined Plan of Reorganization and Tentatively Approved Disclosure Statement. If the Plan is confirmed, the payments promised in the Plan constitute new contractual obligations that replace the Debtor's pre-confirmation debts. Creditors may not seize their collateral or enforce their pre-confirmation debts so long as Debtor performs all obligations under the Plan. Class 1 consists of the Claim of Poppy Bank. Poppy Bank is impaired. Immediately upon confirmation, Poppy Bank has relief from stay and will be entitled to pursue any and all rights and remedies against the Property, under all applicable nonbankruptcy law, including without limitation, foreclosure and unlawful detainer actions to evict any and all tenants occupying the Property. The Debtor will continue to manage the Property, collecting rent, using the rent to pay only expenses for the Property, and remitting the net rents to Poppy Bank. Net rent revenue through February 16, 2023, in the amount of $29,290.96, plus all rent revenues received after such date, will be deposited into a segregated account. The Debtor may use funds from this account to pay expenses for the maintenance and operation of the Property, consistent with the existing stipulation for use of cash collateral, with net revenues to be remitted to Poppy Bank periodically. If the Property is not sold to a third party before Poppy Bank completes nonjudicial foreclosure, and Poppy Bank's Class 1 claim is not paid in full at foreclosure, then the Debtor will remit to Poppy Bank the funds in the segregated account until Poppy Bank is paid in full promptly after the completion of foreclosure. The Debtor will continue to list the Property for sale pending the completion of the foreclosure. The Debtor will pay the Class 1 claim in full from the escrow for the sale of the Property. If the Debtor receives any purchase offers at a price that would not be sufficient to pay Poppy Bank in full, the broker will present the offers to Poppy Bank for its sole decision whether to accept the discounted payoff (i.e., "short sale") that would result from the closing of the offer. The Creditor in this class shall retain its interest in the collateral until paid in full. Like in the prior iteration of the Plan, allowed claims of general unsecured creditors (including allowed claims of creditors whose executory contracts or unexpired leases are being rejected under this Plan) in Class 2(a) shall be paid in full on the Effective Date, without any post-petition interest. The Class 2(b) claim is for a security deposit provided by the Debtor’s current tenants in the amount of $16,147.50. The creditor's legal, equitable, and contractual rights remain unchanged. The security deposit will be returned to the creditor at the end of the terms of the creditor's lease in the event that and to the extent that under applicable non-bankruptcy law the Debtor is obligated to do so. The creditor in Class 2(b) is not impaired and is not entitled to vote on confirmation of the Plan. Class 6 consists of (a) all holders of claims arising from the rescission of a purchase or sale of a membership interest in the Debtor, (b) all holders of claims for damages arising from the purchase or sale of a membership interest in the Debtor, and (c) all holders of claims for reimbursement or contribution allowed under Section 502 of the Bankruptcy Code on account of such a claim. The holders of Class 6 claims will receiving nothing under the Plan and are deemed to have rejected the Plan. On the Effective Date, all property of the estate and interests of the Debtor will vest in the reorganized Debtor pursuant to § 1141(b) of the Bankruptcy Code free and clear of all claims and interests except as provided in this Plan. Except as provided in Part 8(d) and (e), the obligations to creditors that Debtor undertakes in the confirmed Plan replace those obligations to creditors that existed prior to the Effective Date of the Plan. Debtor's obligations under the confirmed Plan constitute binding contractual promises that, if not satisfied through performance of the Plan, create a basis for an action for breach of contract under California law. To the extent a creditor retains a lien under the Plan, that creditor retains all rights provided by such lien under applicable non-Bankruptcy law. Completed ballots must be received by Debtor's counsel, and objections to confirmation must be filed and served, no later than April 12, 2023. The court will hold a hearing on confirmation of the Plan on April 19, 2023, at 11:00 a.m. A copy of the Amended Combined Plan of Reorganization and Tentatively Approved Disclosure Statement dated March 9, 2023, is available at https://bit.ly/3mXT4I5 from PacerMonitor.com. Attorney for Debtor: Steven M. Olson, Esq. Bluestone Faircloth & Olson, LLP 1825 4th Street Santa Rosa, CA 95404 Telephone: (707) 526-4250 Facsimile: (707) 526-0347 Email: steve@bfolegal.com About 4th Street Medical Building 4th Street Medical Building, LLC, a single asset real estate, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-10124) on March 28, 2022. In the petition signed by Ruth Skidmore, chair of managers, the Debtor disclosed up to $10 million in both assets and liabilities. 5BG TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: 5BG Transportation 350 Newbury Place N. Saint Petersburg, FL 33716 Chapter 11 Petition Date: March 16, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-01003 Debtor's Counsel: Jake C. Blanchard, Esq. BLANCHARD LAW, P.A. 1501 Belcher Road South Unit 6B Largo, FL 33771 Tel: 727-531-7068 Fax: 727-535-2068 Email: jake@jakeblanchardlaw.com Total Assets: $236,864 Total Liabilities: $1,096,401 The petition was signed by Joshua Johnson 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/NEL4RYI/5BG_Transportation__flmbke-23-01003__0001.0.pdf?mcid=tGE4TAMA 7910 MAIN STREET: Court Confirms Reorganization Plan ---------------------------------------------------- Judge Scott C. Clarkson has entered an order confirming and approving the Plan of Reorganization of 7910 Main Street Property, LLC. On the Effective Date of the Plan, all assets of the estate shall vest in the Reorganized Debtor for the benefit of creditors, free and clear of all claims, liens, and other interests of creditors, except as expressly provided in the Plan. Without limiting the foregoing, the Reorganized Debtor, shall be the duly authorized representative to object to any claims filed, scheduled or deemed filed in this Chapter 11 case and the Reorganized Debtor is designated as the representatives of the estate under Section 1123(b)(3) of the Code and shall have the right to assert any or all causes of action owned by the bankruptcy estate postconfirmation in accordance with applicable law, and rights and causes of action arising or assertable at any time against any party under the Code, including but not limited to claims arising under Code ss 510, 542, 543, 544, 545, 547, 548, 549, 550, 552 and 553. Each of the foregoing claims are expressly reserved whether or not such claims or causes of action are the subject of pending litigation as of the Effective Date. The Stipulation entered into between the Debtor In Possession and the first trust deed holder, shall be the controlling treatment for said secured creditor, notwithstanding the proposed treatment in the Debtor's Plan of Reorganization. The terms of which are fully incorporated herein. The Stipulation entered into between the Debtorand Secured Creditor Curry Parkway, LP, shall be the controlling treatment for said secured creditor, notwithstanding the proposed treatment in the Debtor's Plan of Reorganization. The terms of which are fully incorporated herein. The Post Confirmation Status Conference will be held on July 19, 2023, at 11:00 a.m. The Debtor shall file a status report, no later than 14 days prior to the Post Confirmation Status Conference, explaining what progress has been made toward consummation of the confirmed plan of reorganization. The report shall be served on the United States Trustee, the 20 largest unsecured creditors, and those parties who have requested special notice. Further reports shall be filed every 120 days thereafter and served on the same entities, unless otherwise ordered by the Court. Attorney for the Reorganized Debtor: Eric Bensamochan, Esq. THE BENSAMOCHAN LAW FIRM INC. 9025 Wilshire Blvd. Suite 215 Beverly Hills, CA 90211 Tel: (818) 574-5740 Fax: (818) 961-0138 E-mail: eric@eblawfirm.us About 7910 Main Street Property 7910 Main Street Property LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). 7910 Main Street Property sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-10877) on May 27, 2022. The case is assigned to Honorable Bankruptcy Judge Scott C. Clarkson. Eric Bensamochan, of The Bensamochan Law Firm, Inc., is the Debtor's counsel. ADVANCED REIMBURSEMENT: Seeks to Extend Plan Exclusivity to May 21 ------------------------------------------------------------------ Advanced Reimbursement Solutions, LLC and American Surgical Development, LLC ask the U.S. Bankruptcy Court for the District of Arizona to extend the exclusivity period for the Chapter 11 Plan to be accepted to May 21. The current acceptance deadline expires on March 22. The Debtors have participated in mediation with Aetna, United, the Maldonado Parties, and Maxon to resolve significant claims held by the estate, among other claims held by Aetna and United. The Debtors explained that extending the acceptance deadline so that the settling parties may fully document and seek approval of their settlement enables to the Debtors to better fulfill the terms of the proposed Plan. About Advanced Reimbursement Solutions Advanced Reimbursement Solutions, LLC, is a full-cycle revenue management enterprise specializing in out-of-network (OON) medical services, patient advocacy, and proprietary billing software. The company is based in Scottsdale, Ariz. Advanced Reimbursement Solutions and its affiliate, American Surgical Development, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 22-06372) on Sept. 23, 2022. In the petitions signed by their chief restructuring officer, Bryan Perkinson, the Debtors disclosed between $10 million and $50 million in both assets and liabilities. The Debtors tapped Allen Barnes & Jones, PLC, as legal counsel and Bryan Perkinson, Sonoran Capital Advisors' managing director, as chief restructuring officer. AFTERSHOCK COMICS: CBS AMC Networks Appointed to Committee ---------------------------------------------------------- The U.S. Trustee for Region 16 appointed CBS AMC Networks EMEA Channels Partnership as a new member of the official committee of unsecured creditors in the Chapter 11 case of Rive Gauche Television, an affiliate of AfterShock Comics, LLC. As of March 14, the members of the committee are: 1. Indigo Films Entertainment Group 3001 Bridgeway, Suite K. #374 Sausalito, CA 94965 Attention: David Frank Tel: 415-444-1700 Email: dfrank@indigofilms.com 2. Lower Canada Productions Inc. 468 Queen St. East, Suite 301 Toronto, Ont., Canada M5A IT7 Attention: Martin Katz Tel: (416) 926-0853 Email: Martin.katz@prosperopictures.com 3. Ottera, Inc. 13836 Gilmore St. Van Nuys, CA 91401 Attention: Brendan Pollitz Tel: 707-263-0123 Email: brendan@ottera.tv 4. Jupiter Entertainment, LLC 8923 Linksvue Dr. Knoxville, TN 37922 Attention: Beverly Rice Tel: 646-473-5490 Email: beverly@jupiterent.com 5. CBS AMC Networks EMEA Channels Partnership 33 Broadwick Street London, W1F 0DQ United Kingdom Attn. Jonny Gordon Tel: 020-7328-8808 Email: Jonny.Gordon@amcnetworks.com About AfterShock Comics AfterShock Comics, LLC -- https://Aftershockcomics.com -- is an American comic book publisher launched in 2015. The company is based in Sherman Oaks, Calif. AfterShock Comics and affiliate Rive Gauche Television filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. Lead C.D. Calif. Case No. 22-11456) on Dec. 19, 2022. Judge Martin R. Barash oversees the cases. At the time of the filing, AfterShock Comics reported $10 million to $50 million in both assets and liabilities while Rive Gauche reported $50 million to $100 million in assets and $10 million to $50 million in liabilities. The Debtors are represented by David L. Neale, Esq., at Levene, Neale, Bender, Yoo & Golubchik L.L.P. The U.S. Trustee for Region 16 appointed two separate committees to represent unsecured creditors in the Chapter 11 cases of AfterShock Comics, LLC and Rive Gauche Television. AIP RD BUYER: Moody's Affirms B2 CFR & Rates New $350MM Loan B2 --------------------------------------------------------------- Moody's Investors Service has assigned a B2 rating to the proposed $350 million senior secured incremental first lien term loan B-2. Moody's also affirmed AIP RD Buyer Corp.'s (dba RelaDyne) B2 Corporate Family Rating, B2-PD Probability of Default Rating, and B2 rating on the existing senior secured first lien term loans. The outlook remains stable. Proceeds from the incremental term loan, borrowings under the revolver, as well as rolled equity from the acquired company and an additional equity contribution from American Industrial Partners (AIP) will be used to fund the acquisition and pay related fees and expenses. "RelaDyne is making a transformational acquisition that adds significant scale and enhances its national footprint with potential synergies," said Domenick R. Fumai, Moody's Vice President and lead analyst for AIP RD Buyer Corp. "However, along with the other recent acquisitions, this greatly increases integration risk and adds more debt to the balance sheet," Fumai added. Assignments: Issuer: AIP RD Buyer Corp. Senior Secured First Lien Term Loan, Assigned B2 (LGD3) Affirmations: Issuer: AIP RD Buyer Corp. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured First Lien Bank Credit Facility, Affirmed B2 to (LGD3) from (LGD4) Outlook Actions: Issuer: AIP RD Buyer Corp. Outlook, Remains Stable RATINGS RATIONALE The affirmation of RelaDyne's rating reflects the strategic rationale for the acquisition, which further increases scale and strengthens its geographic footprint into the Southwest, specifically Texas and the Gulf Coast. Moreover, the acquisition should lead to additional operating efficiencies including purchasing synergies, facility rationalizations and cross-selling opportunities given the overlap with RelaDyne's existing business in the region. RelaDyne also is expands it business profile into several new areas such as emergency services and freight and logistics services. Despite the increase in gross debt, the sponsor and acquired company contributed $150 million of equity. As a result, Moody's views the company's credit metrics as appropriate for the rating. RelaDyne's adjusted leverage ratio (Debt/EBITDA) is approximately 6.5x as of September 30, 2022, and is expected to improve towards 5.5x in 2024. Moody's anticipates the company will realize the earnings contributions from the acquisitions given the enhanced scale, customer base and consistent operating performance based on the recurring revenue nature of its fuel and lubricants products. However, the B2 rating does not incorporate any additional flexibility for further large debt-financed acquisitions following the Lucalza (LCZ) and Allied Oil transactions, which just recently closed, and the current target acquisition until sufficient progress on the integration is demonstrated. Moody's believes the aggregate size of the three acquisitions in such a short time period introduces significant integration risk. While RelaDyne has made a number of acquisitions and thus far successfully been able to integrate them, they have been much smaller such as The Farley Group and Orange Line. As such, there are a number of challenges including assimilating three disparate ERP, SAP, finance and human resources and other back office functions onto the company's existing platforms. Some of this risk is mitigated by common applications including leveraging the Samsara technology and RelaDyne's use of OneStream, which allows data to be consolidated from various ERP systems. Moody's further notes that pro forma for the combination of LCZ, Allied Oil and the current target, exposure to the higher margin lubricant business as a percentage of gross profit is greatly reduced. The B2 CFR reflects the company's position as the leading domestic distributor of lubricants, fuels, chemicals and other products, a strong and experienced management team, and a good track record of assimilating acquisitions under a centralized ERP platform. RelaDyne is the largest domestic distributor of lubricants and a leader in fuel and reliability solutions, serving approximately 31,700 customers across three core end markets: commercial, automotive and industrial. Free cash flow is projected to be positive and benefits from the capex-lite model, tax assets that reduce cash taxes and expectations that the company will not distribute dividends to its private equity sponsor, American Industrial Partners (AIP). Other strengths include barriers to entry stemming from the unique national footprint, preferred supplier status among key lubricant and fuel suppliers, and exposure to reliability service applications which provide more stable sales. The rating is tempered by modest gross and EBITDA margins, indicative of the distribution industry, and high amounts of debt on the balance sheet increasing the risk that financial leverage remains elevated as a result of M&A objectives in the highly fragmented distribution industry. Supplier concentration is also a risk in the credit as the top 5 lubricant suppliers account for the majority of supplied lubricant volumes. RelaDyne's rating is also constrained by a fairly narrow product focus in a highly competitive market with lubricants and fuel distribution representing about two-thirds of gross profit. Exposure to cyclical end markets and the volatility of oil prices area additional considerations, though RelaDyne has historically managed oil price shocks. LIQUIDITY RelaDyne's liquidity is good. Cash balances are modest at roughly $31 million but are likely to grow with free cash flow, excluding future cash use for bolt-on acquisitions. The unrated asset-based revolving credit facility, which was upsized to $425 million from $275 million, provides additional liquidity though a portion of the revolving credit facility is expected to be applied towards the acquisition. STRUCTURAL CONSIDERATIONS The B2 rating assigned to the proposed $350 million term senior secured first lien term loan add-on and existing senior secured first lien term loans are commensurate with the B2 CFR given the preponderance of secured debt in the capital structure. The debt capital structure is also comprised of an unrated $425 million ABL credit facility and an unrated $165 million second lien term loan. ESG CONSIDERATIONS AIP RD Buyer Corp.'s (dba RelaDyne) ESG credit impact score is highly negative (CIS-4) and reflects moderately negative environmental risks (E-3), moderately negative social risks (S-3) and highly negative governance risks (G-4). Environmental risks (E-3) are moderately negative due to carbon transition risks. However, these risks are mitigated because of the RelaDyne's distribution model and the capability to partner with vendors and customers to reduce their carbon emissions and footprint. The company has minimal estimated environmental liability-related expenditures and does not expect to incur any significant future capital expenditures related to environmental matters. RelaDyne's social risks are moderately negative (S-3) due to lower health and safety risks because of the nature of the products distributed and the lack of material exposure directly to the consumer. Governance risks are highly negative (G-4) due to the risks associated with private equity ownership, which include a limited number of independent directors on the board, reduced financial disclosure requirements as a private company and more aggressive financial policies including higher leverage compared to most public companies. The stable outlook assumes the company maintains its margins and can grow its distribution footprint through acquisitions without stressing the balance sheet above initial adjusted financial leverage of 6.0x for a sustained period. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would consider upgrading the ratings if the pace and scale of acquisitions contribute to EBITDA without increasing debt and facilitates leverage improvement to below 4.5x and retained cash flow-to-debt (RCF/Debt) above 15%, both on a sustained basis with a commitment from the financial sponsor to maintain a more conservative financial policy. An upgrade would also require the recent acquisitions to be successfully integrated. Moody's would consider a downgrade if gross adjusted leverage rises above the mid-6x range for a sustained period or retained cash flow-to-debt (RCF/Debt) falls below 5%, or free cash flow is below $50 million or liquidity significantly weakens. Another debt-financed acquisition exceeding $100 million or insufficient progress integrating the acquisitions over the next 12-18 months would also trigger a downgrade. Headquartered in Cincinnati, Ohio, RelaDyne distributes lubricants, fuel and chemicals as well as providing equipment reliability services serving the automotive, commercial and industrial markets. Revenues for the last twelve months ending September 30, 2022, were about $2.7 billion on a pro forma basis for acquisitions in the period. The principal methodology used in these ratings was Distribution and Supply Chain Services published in February 2023. ALL WAYS CONCRETE: Wins Cash Collateral Access Thru March 31 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of New York authorized All Ways Concrete Pumping, LLC to use cash collateral and, to the extent Elan Financial Services agrees to provide continued credit thereunder, its existing Credit Cards, through and including March 31, 2023 in accordance with the Budget, with a 10% variance. The Debtor requires the use of cash collateral and credit cards to pay employee wages and other ordinary course operating expenses as well as administrative expenses incurred in this Subchapter V Case. The prepetition secured creditor who has an interest in the cash collateral is Five Star Bank. As of the Petition Date, the Debtor is indebted to secured creditor Five Star, pursuant to the transactions and documents: (i) On February 28, 2020, the Debtor executed and delivered to Five Star a Promissory Note in the original principal amount of $2.3 million. As of the Petition Date, the principal amount due and owing under the Term Note, exclusive of interest, fees, and other charges, is approximately $1.358 million. (ii) On September 29, 2021, the Debtor executed and delivered to Five Star a Promissory Note in the original principal amount of $492,000. As of the Petition Date, the principal amount due and owing under the 3821 Note, exclusive of interest, fees, and other charges, is approximately $408,458. (iii) On December 27, 2021, the Debtor executed and delivered to Five Star a Promissory Note in the original principal amount of $675,000. As of the Petition Date, the principal amount due and owing under the 56M Note, exclusive of interest, fees, and other charges, is approximately $583,924. As of the Petition Date, Five Star asserts -- and the Debtor acknowledges -- that the Debtor is indebted to Five Star (a) in the principal amount of $1.358 million pursuant to the Term Note, (b) in the principal amount of $408,458 pursuant to the 3821 Note, and (c) the principal amount of $583,924 pursuant to the 56M Note, plus applicable interest, fees and other charges, for a total aggregate indebtedness of $2.350 million. In addition, the Debtor utilizes credit cards issued by Elan Financial Services in partnership with Five Star to manage business expenses for the Debtor and its employees. The aggregate credit limit for the Debtor's Credit Card program is $47,000, however, each card issued to the Debtor's personnel has a lower individual limit, with most cards limited to $500 or less. On average, the Debtor incurs approximately $6,000 per month in charges on the Credit Cards, and the balances on the Credit Cards have traditionally been paid in full at the end of each billing cycle in the ordinary course of business. As of the Petition Date, the Debtor anticipated the balance on the Credit Cards will be approximately $2,000. The Debtor intends to seek agreement from Elan to allow the Debtor to continue using the Credit Cards, subject to the Court's entry of an order authorizing the continued use and payment of the Credit Cards in the ordinary course of business and in accordance with the Budget. As adequate protection, the Debtor will continue to make regular monthly payments of principal and accrued and unpaid interest at the regular rate set forth in, and to the extent due under, the Five Star Credit Documents and the Credit Cards. Five Star is also granted perfected replacement security interests in, and valid, binding, enforceable and perfected liens on, all Postpetition Collateral, to the same extent of Five Star's prepetition liens, subject only to the Carve-Out. These events constitute an "Event of Default": a. The Debtor's material breach of any of the terms or provisions of the Interim Order, including providing Adequate Protection as set forth, and the failure of the Debtor to cure the breach within seven days of receiving notice of same; e-mail notification sent to the Debtor's counsel will be sufficient notice of an event of default thereunder; b. The Debtor making a payment that was not approved by Five Star through its approval of the Budget -- other than a payment which does not result in the Debtor exceeding the Permitted Variance -- or, for a payment outside of the Budget, approved by Five Star with its prior written consent to such payment; c. Any stay, reversal, vacatur or rescission of the terms of the Second Interim Order; d. The Debtor's actual cash disbursements varying from the approved Budget in excess of the Permitted Variance; e. The Court entering an order granting relief from the automatic stay with respect to any asset in which the Debtor's estate holds an interest valued at greater than $50,000; f. Entry of an order by the Court dismissing the Debtor's Subchapter V Case or converting the Subchapter V Case to a case under chapter 7 of the Bankruptcy Code; g. The Debtor ceases to be a debtor-in-possession pursuant to section 1185 of the Bankruptcy Code; or h. The Court will not have entered a subsequent interim or Final Order by March 31, 2023. A final hearing on the matter is set for March 30 at 11:30 a.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3LrjHiy from PacerMonitor.com. The Debtor projects total disbursements, on a weekly basis, as follows: $50,220 for the week ending March 19, 2023, $51,320 for the week ending March 19, 2023, and $41,714 for the week ending March 19, 2023. About All Ways Concrete Pumping, LLC All Ways Concrete Pumping, LLC is a family-owned and operated concrete pump company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-30069) on February 17, 2023. In the petition signed by Diana L. Sroka, president, manager and member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Wendy A. Kinsella oversees the case. Stephen A. Donato, Esq., at Bond, Schoeneck & King, PLLC, represents the Debtor as legal counsel. AMERICAN CENTER: Ambush Did Not Breach Settlement, 3d Cir. Affirms ------------------------------------------------------------------ In the appealed case entitled In Re: American Center for Civil Justice, Inc., Debtor. American Center for Civil Justice, Inc., Appellant, v. Joshua Ambush, Cross-Appellant, Case Nos. 22-1004, 22-1015, (3d Cir.), the U.S. Court of Appeals for the Third Circuit affirms the Bankruptcy and District Courts' conclusion that no such breach occurred. This breach of contract action arises from a decades-long and litigious relationship between American Center for Civil Justice, Inc., a chapter 11 bankruptcy debtor, and Joshua Ambush, an attorney. ACCJ is a not-for-profit organization that provides legal funding to victims of state-sponsored terrorism in exchange for a share of any successful recovery. In the mid-2000s, ACCJ agreed to assist several victims of the 1972 Lod Airport Massacre with pursuing a suit against the Syrian government (the Franqui Action). Ambush represented certain plaintiffs in the Franqui Action. In 2009, ACCJ filed a suit against Ambush related to legal fees from the Franqui Action, generally alleging that Ambush deceptively convinced the Franqui plaintiffs to sign retainer agreements with Ambush and revoke powers of attorney with ACCJ (the 2009 Action). In 2012, Ambush and ACCJ agreed to settle the 2009 Action and refrain from future litigation against one another related to the subject matter of the settled claims. Over the ensuing decade, Ambush took three actions that ACCJ characterizes as a breach of the Settlement Agreement. First, in April 2013, Ambush moved to intervene in a Puerto Rico estate action involving members of the "Guzman Estate," captioned Domenech-Guzman v. Guzman-Ramos. The Guzman Estate received an award of damages in Franqui, and ACCJ had previously intervened in Domenech to claim entitlement to a portion of that award. Ambush's intervention motion similarly claimed a right to part of the Franqui damages award. Second, in July 2015, Ambush filed a twelve-count complaint against ACCJ in federal court. ACCJ filed for bankruptcy in March 2018, resulting in a stay of the 2015 Action. Third, in April 2018, Ambush filed a proof of claim against ACCJ based on the same allegations he asserted in the 2015 Action. ACCJ thereafter filed the present adversary proceeding against Ambush asserting two claims: (1) expungement of the Proof of Claim; and (2) a counterclaim for breach of the Settlement Agreement. The Bankruptcy Court granted summary judgment in favor of Ambush on ACCJ's counterclaim. The Court held, among other things, that Ambush's conduct related to the Domenech Action, 2015 Action, and Proof of Claim did not breach the Settlement Agreement. The District Court affirmed the Bankruptcy Court's decision, and ACCJ now appeals to this Court. The Court finds that "when Ambush moved to intervene, ACCJ had no immediate right to the funds sought by Ambush because they were being held by the Domenech court pending a further ruling. The plain language of the Settlement Agreement unambiguously precludes only claims and litigation "against" ACCJ itself and does not purport to encompass all litigation that could potentially harm ACCJ's interests. So Ambush's conduct in the Domenech Action did not breach his contract with ACCJ." Likewise, the Court finds that "ACCJ has made no attempt to tie any specific facts alleged in the 2015 Action to the subject matter of either the 2009 or Franqui Actions. The Bankruptcy Court therefore properly granted summary judgment in favor of Ambush with respect to the 2015 Action. The Court further finds that "the Proof of Claim is grounded exclusively on the complaint filed in the 2015 Action. As the 2015 Action did not breach the agreement, neither did Ambush's efforts to continue prosecuting the 2015 Action through the Proof of Claim. Nothing in the Settlement Agreement suggests that a party who filed an otherwise valid enforcement action must abandon its rights if the other party files for bankruptcy." A full-text copy of the Opinion dated March 9, 2023 is available at https://tinyurl.com/2x7sfwra from Leagle.com. About American Center for Civil Justice American Center for Civil Justice, Inc., is a tax-exempt organization that provides legal services. The organization defends human and civil rights by advocating and aiding lawsuits by victims of oppression, acts of violence and other injustices. American Center for Civil Justice filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 18-15691) on March 23, 2018. In the petition signed by Elie Perr, president, the company was estimated to have $10 million to $50 million in assets and liabilities. The Honorable Christine M. Gravelle oversees the case. Timothy P. Neumann, Esq., of Broege, Neumann, Fischer & Shaver LLC, is the Debtors' counsel. ANNABELLE ZARATZIAN: Denial of Objection to BNY's POC Affirmed -------------------------------------------------------------- In the appealed case captioned as In re Annabelle Zaratzian, Debtor. Annabelle Zaratzian, Appellant, v. Bank of New York Mellon, formerly known as The Bank of New York, as Indenture Trustee, Appellee, Case No. 22 CV 5343 (VB), (S.D.N.Y.), District Judge Vincent L. Briccetti affirms the Bankruptcy Court's Order denying Annabelle Zaratzian's objection to a claim filed by the mortgagee on her home in her Chapter 11 bankruptcy case. Zaratzian filed for Chapter 13 bankruptcy protection on March 25, 2016. In her Chapter 13 petition, Zaratzian identified Bayview Financial Loan as a secured creditor with a disputed claim worth $0 and secured by a Property worth $1.6 million at 4 Stonewall Circle, West Harrison, NY 10604 -- Zaratzian identifies this address as her home. On Aug. 2, 2016, Bayview Loan Servicing LLC, as servicing agent for The Bank of New York Mellon, objected to confirmation of Zaratzian's Chapter 13 plan for failing to acknowledge pre-petition arrears which Zaratzian owed to BNY Mellon on a loan secured by a mortgage on the Property. Subsequently, BNY Mellon filed a proof of claim in the amount of $188,264. The Proof of Claim attached copies of an Interest Only Fixed Rate Note and a mortgage agreement that show Zaratzian borrowed $1.42 million from Countrywide Home Loans, Inc., doing business as America's Wholesale Lender, on Feb. 16, 2007, secured by a mortgage on the Property. On Aug. 7, 2020, the Bankruptcy Court issued an Order converting Zaratzian's case from Chapter 13 to Chapter 11. The Court determines that "BNY Mellon satisfied its evidentiary burden by filing the timely Proof of Claim that attached a copy of the Note and Mortgage, the Assignment of Mortgage, proof that the Mortgage and the assignment were recorded, and evidence of Appellant's default (and the amount owed). The Note produced was indorsed in blank by the original lender, making BNY Mellon's possession of it sufficient to demonstrate ownership." The Court concludes that this evidence is sufficient to establish the prima facie validity of BNY Mellon's claim. The Court notes that Zaratzian "did not rebut BNY Mellon's prima facie evidence. To the contrary, she admits she executed the Note and Mortgage, the loan was funded, she received the funds, and she is in default. And, instead of refuting BNY Mellon's prima facie evidence, she proffers a legal argument that the Mortgage she signed is unenforceable because, in the Mortgage, the lender's assumed business name is referred to as a 'corporation'." Accordingly, the Court affirms the well-reasoned and thorough decision of the Bankruptcy Court. A full-text copy of the Opinion and Order dated March 8, 2023 is available at https://tinyurl.com/59y8uhur from Leagle.com. ANTHYMTV CO: Seeks to Hire Haynsworth as Special Counsel -------------------------------------------------------- AnthymTV Co. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Haynsworth Sinkler Boyd, P.A. as its special counsel. The firm will assist the Debtor with a Chapter 7 involuntary petition pending against it in the U.S. Bankruptcy Court for the District of South Carolina. The firm holds a retainer in the amount of $15,126. As disclosed in court filings, Haynsworth is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mary M. Caskey, Esq. Haynsworth Sinkler Boyd, P.A. P.O. Box 11889 Columbia, SC 29211 Phone: (803) 779-3080 / (803) 540-78386 Fax: (803) 765-1243 Email: mcaskey@hsblawfirm.com About AnthymTV Co. AnthymTV Co. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-10324) on March 3, 2023, with $500,001 to $1 million in both assets and liabilities. Stephen S. Gray has been appointed as Subchapter V trustee. Judge Janet E. Bostwick oversees the case. Andrea M. O'Connor, Esq., at Fitzgerald Law, P.C. and Haynsworth Sinkler Boyd, P.A. serve as the Debtor's bankruptcy counsel and special counsel, respectively. APOGEE GROUP: Amends Plan to Include CRIM & IRS Unsecured Claims ---------------------------------------------------------------- Apogee Group, LLC, submitted an Amended Disclosure Statement describing Amended Plan dated March 13, 2023. The Debtor is a limited liability corporation duly registered in the State of Delaware and authorized to do business in the Commonwealth of Puerto Rico. The Debtor is engaged in the business of buying real estate properties in Puerto Rico and in the United States of America. At the present time, Debtor owns a real estate property located at 1315 Ashford Ave, PH-1, Aquamarina Condominium San Juan, PR 00907. Class 1 consists of Secured Claims: * Claim No. 3 filed by Manuel Ceide Ríos & Emma Vázquez Estany. Lump Sum Payment for Balance of Allowed Claim Within 15 days after the Closing Date of the 363 Sale of Real Estate Property. Estimated percent of claim to be paid shall be 100% plus Interest Rate of 10.0%. * Claim No. 1 filed by Council of Owners Aquamarina at 1315 Condominium. Lump Sum Payment for Balance of Allowed Claim Within 15 days after the Closing Date of the 363 Sale of Real Estate Property. Estimated percent of claim to be paid shall be 100% plus Applicable Interest Rate under State Law to the $122,102.56 Judgment in Civil Case SJ2021CV07740 and Interest Rate of 10.0% plus 1% on arrears from December 2021 to date of filing. * Claim No. 4 filed by the CRIM for Real Estate Taxes. Lump Sum Payment for Balance of Allowed Claim Within 15 days after the Closing Date of the 363 Sale of Real Estate Property. Estimated percent of claim to be paid shall be 100% plus Interest Rate of 10.0% on secured portion of claim. Class 3 consists of General Unsecured Claims: * Claim No. 2 filed by LUMA Amount Owed $17,183.67. Lump Sum Payment for Balance of Allowed Claim Within 15 days after the Closing Date of the 363 Sale of Real Estate Property. Estimated percent of claim to be paid shall be 100% plus Interest Rate of 8.0%. * Puerto Rico Water and Sewer Authority Amount Owed $2,693.85. Lump Sum Payment for Balance of Allowed Claim Within 15 days after the Closing Date of the 363 Sale of Real Estate Property. Estimated percent of claim to be paid shall be 100% plus Interest Rate of 8.0%. * Claim No. 4 filed by the CRIM for Real Estate Taxes Amount Claimed $233,035.94. Lump Sum Payment for Balance of Allowed Claim Within 15 days after the Closing Date of the 363 Sale of Real Estate Property. Estimated percent of claim to be paid shall be 100% plus Interest Rate of 8.0% on unsecured portion of Claim. * Claim No. 5-2 filed by the IRS for Penalties Amount Claimed $2,100.00. Lump Sum Payment for Balance of Allowed Claim Within 15 days after the Closing Date of the 363 Sale of Real Estate Property. Estimated percent of claim to be paid shall be 100% plus Interest Rate of 8.0% on unsecured portion of Claim. All creditors with allowed claims will be paid in full plus interest. Source of funds for payments is from the proceed for sale of real estate property located at 1315 Ashford Ave, PH-1, Aquamarina Condominium San Juan, PR 00907. Objections to this Disclosure Statement or to the confirmation of the Plan must be filed with the Court by April 13, 2023, unless the period to object is extended by the Court. A full-text copy of the Amended Disclosure Statement dated March 13, 2023 is available at https://bit.ly/3JI3lB0 from PacerMonitor.com at no charge. Attorney for the Debtor: Hector Eduardo Pedrosa-Luna, Esq. P.O. Box 9023963 San Juan, PR 00902-3963 Tel: (787) 756-7880 Tel: (787) 920-7983 Fax: (787) 754-1109 E-mail: hectorpedrosa@gmail.com About Apogee Group Apogee Group, LLC, is primarily engaged in renting and leasing real estate properties. Apogee Group, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22 02268) on Aug. 2, 2022. The petition was signed by Elan P. Colen-Roger as managing member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Mildred Caban Flores presides over the case. The Law Offices of Hector Eduardo Pedrosa Luna serves as the Debtor's counsel. AQUAVISTA WATERSIDES: Barings Marks $75,000 Loan at 21% Off ----------------------------------------------------------- Barings Capital Investment Corporation has marked its $7,000 loan extended to Aquavista Watersides 2 LTD to market at $59,000 or 79% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in Barings Capital's Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on February 23, 2023. Barings Capital is a participant in a First Lien Senior Secured Term Loan to Aquavista Watersides 2 LTD. The loan accrues interest at a rate of 8.9% (SONIA+6%) per annum. The loan matures in December 2024. Barings Capital was formed on February 20, 2020 as a Maryland limited liability company and converted to a Maryland corporation on April 28, 2020. On July 13, 2020, Barings Capital commenced operations and made its first portfolio company investment. The Company is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. In addition, the Company has elected to be treated and intends to qualify annually as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Aquavista Watersides 2 LTD is in the Transportation Services industry. ATHENA MEDICAL: Case Summary & Seven Unsecured Creditors -------------------------------------------------------- Debtor: Athena Medical Group, LLC 16515 South 40th Street Suite 143 Phoenix, AZ 85048 Business Description: Athena Medical provides primary care, transitional care, chronic care management, remote patient monitoring, and telehealth services. Chapter 11 Petition Date: March 15, 2023 Court: United States Bankruptcy Court District of Arizona Case No.: 23-01635 Judge: Hon. Brenda K. Martin Debtor's Counsel: Mark J. Giunta, Esq. LAW OFFICE OF MARK J. GIUNTA 531 East Thomas Road Suite 200 Phoenix, AZ 85012 Tel: 602-307-0837 Fax: 602-307-0838 Email: markgiunta@giuntalaw.com Total Assets: $3,843,022 Total Liabilities: $12,707,798 The petition was signed by Yancey Gaither as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TZHMSGA/ATHENA_MEDICAL_GROUP_LLC__azbke-23-01635__0001.0.pdf?mcid=tGE4TAMA ATX NETWORKS: Goldman Sachs Marks $1.9M Loan at 17% Off ------------------------------------------------------- Goldman Sachs BDC, Inc. has marked its $1,930,000 loan extended to ATX Networks Corp. to market at $1,602,000 or 83% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in Goldman Sachs' Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on February 23, 2023. Goldman Sachs BDC, Inc. is a participant in an Unsecured Debt to ATX Networks Corp. The loan accrues interest at a rate of 10% (10% Payment In Kind) per annum. The loan matures on September 1, 2028. Goldman Sachs BDC, Inc. was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. ATX Network Corp. provides cable networks. The Company offers optical access, access networking, video processing, audio content management, and media distribution services. ATX Network serves customers in the United States and Canada. AUBSP OWNERCO: Creditors' Bid to Dismiss Bankruptcy Case Denied --------------------------------------------------------------- The Debtors AUBSP Ownerco 8, LLC and AUBSP Ownerco 9, LLC filed their Bankruptcy Cases about three months after entry of the Idaho Amended Judgment and shortly after filing an appeal of that judgment. Approximately 3 weeks after the Debtors filed their bankruptcy cases, the Creditors -- 487 Morris Associates LLC and TJV Associates LLC -- filed a motion to dismiss Debtors' bankruptcy cases. In the Motion, the Creditors asserted that "the Debtors filed their Bankruptcy Cases in bad faith. . . the bankruptcy filing was part of a strategy to avoid compliance with an Idaho state court judgment presently on appeal. . . The Debtors elected not post a supersedeas bond or seek a stay pending appeal of the Idaho Judgment, but the filing of the Bankruptcy Cases nonetheless temporarily delayed state court proceedings." The Court determines that "the Debtors pin their reorganization hopes upon the viability of several causes of action asserted in a related adversary proceeding. . . The ultimate success of the Debtors' Adversary Proceeding claims is not presently at issue." The Court points out that "the correlation between the potential success of those causes of action and use of any related recovery to fund a reorganization cannot be ignored in light of the Debtors' scant tangible assets available for financing continued operations, covering the cost of a supersedeas bond in Idaho, or distribution to creditors as part of a plan." But the question for today is not if Debtors will prevail in state court, which is of course beyond this Court's purview, but whether the Bankruptcy Cases must be dismissed. At this point, the Court believes that dismissal is premature. Against the backdrop of complex financing arrangements and prior disputes, the Court must now decide the question of dismissal. To simplify a very complicated question, the Court determines that it is too soon to tell whether the Bankruptcy Cases represent a last-ditch effort to thwart enforcement of a state court judgment or are instead an entirely valid business maneuver that makes an intelligent and legally supportable use of intangible assets. Without finality in the state court litigation, the Court cannot properly evaluate the remaining assets available to the Debtors to administer in their Bankruptcy Cases. This "limbo" state limits the Court's ability to assess the claims asserted in the Adversary Proceeding, which in turn bears upon the ultimate question of whether the Bankruptcy Cases serve any true reorganization purpose. The Court believes that the Debtor's reorganization prospects (and resultant good faith or lack thereof in pursuing chapter 11 relief) will not be known until after resolution of the Idaho Appeal. A full-text copy of the Order dated March 9, 2023 is available at https://tinyurl.com/2c3jpaky from Leagle.com. About AUBSP Ownerco AUBSP Ownerco 8, LLC, formerly known as RA2 Boise-Fairview, LLC, and AUBSP Ownerco 9, LLC, formerly known as RA2 Boise-Overland, LLC, filed petitions for Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 22-18613) on Nov. 4, 2022. In the petitions signed by Richard Sabella, authorized agent, the Debtors disclosed up to $10 million in both assets and liabilities. The Debtors tapped Thomas M. Messana, Esq., at Underwood Murray, P.A. as bankruptcy counsel; and Stoel Rives, LLP and Cross & Simon, LLC as special counsels. AUBSP OWNERCO: Motion to Clarify Stay Relief Orders Denied ---------------------------------------------------------- Bankruptcy Judge Mindy A. Mora for the Southern District of Florida, on March 9, 2023, denies the Debtors AUBSP Ownerco 8, LLC and AUBSP Ownerco 9, LLC's emergency motion to clarify stay relief orders. The Debtors AUBSP Ownerco 8, LLC and AUBSP Ownerco 9, LLC filed their bankruptcy cases (as jointly administered) on Nov. 4, 2022. Approximately 3 weeks later, the Creditors -- 487 Morris Associates LLC and TJV Associates LLC filed a motion to dismiss the Debtors' Bankruptcy Cases and a motion seeking relief from the automatic stay. Two days later, the Debtors filed their own motion for relief from stay to conclude their appeal of an Idaho state court judgment. The Debtors elected not to post a supersedeas bond or seek a stay pending appeal of the Idaho Judgment. At the Dismissal Hearing, the Court began by issuing an oral ruling granting stay relief to Debtors and Creditors. In its oral ruling, the Court stated: "Stay relief will be granted based upon the plain language of the Idaho Judgment. This court is not a substitute for the Idaho appellate court, and I do not require any further evidence beyond what is presently in the record to determine that stay relief is appropriate to effectuate the terms of the Idaho Judgment or, alternatively, to let an appeal proceed in that forum. My decision is straightforward and based upon an existing valid state court judgment, an appeal of that judgment, a requirement by the State Court that a supersedeas bond be posted, the Debtors' decision not to post that bond and instead to file [their bankruptcy cases], as well as the entire record of these proceedings." Despite the brevity of the Stay Relief Orders (and having agreed to the language prior to entry), the Debtors now contend that the Stay Relief Orders are vague. The Debtors' arguments are, in a nutshell, that they should not be required to yield causes of action that were never contemplated at the time of entry of the Idaho Amended Judgment. Their concerns essentially boil down to the perspective that because no bankruptcy case existed until the Petition Date, it would be improper and inequitable for the Debtors to be forced by any court (this Court or the Idaho state court) to sign transfer documents requiring them to invalidate causes of action uniquely assertible in the context of these Bankruptcy Cases. For that reason, Debtors seek "clarification" that entry of the Stay Relief Orders does not deprive them of the ability to pursue bankruptcy-related causes of action. The Court points out that: "As the Court's Dismissal Order emphasizes, property rights are determined and created by state law. Nothing in the Dismissal Order or this Order should be construed as a "taking away" of state law property rights. Based on Debtors' decision not to post a supersedeas bond to stay the enforcement of the Amended Idaho Judgment pending the appeal of that judgment, and not to seek a timely clarification or reconsideration of the Stay Relief Orders, Debtors are now obligated to comply with the consequences of those decisions. . . Since these Bankruptcy Cases cannot serve as a supersedeas bond to stay the enforcement of the Amended Idaho Judgment, Debtors will have to live with the impact of the Transfer Documents on their claims, as determined under applicable state law." Although the Court may certainly determine whether an asset constitutes property of the Debtors' estates, it cannot and will not expand its jurisdictional reach to instruct the Idaho state court on how it should interpret its own judgments under applicable state law. And, of course, once the state court determines the appropriate interpretation (and finality) of the Amended Idaho Judgment, the Debtors may assert all available causes of action, including those arising under the Bankruptcy Code. Until such time, any determination made by the Court regarding the merits of the Debtors' causes of action under the Bankruptcy Code and applicable federal and state law would be premature. A full-text copy of the Order dated March 9, 2023 is available at https://tinyurl.com/2p8v6x3j from Leagle.com. About AUBSP Ownerco AUBSP Ownerco 8, LLC, formerly known as RA2 Boise-Fairview, LLC, and AUBSP Ownerco 9, LLC, formerly known as RA2 Boise-Overland, LLC, filed petitions for Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 22-18613) on Nov. 4, 2022. In the petitions signed by Richard Sabella, authorized agent, the Debtors disclosed up to $10 million in both assets and liabilities. The Debtors tapped Thomas M. Messana, Esq., at Underwood Murray, P.A. as bankruptcy counsel; and Stoel Rives, LLP and Cross & Simon, LLC as special counsels. AUSTIN CONVENTION: S&P Affirms 'BB+' Rating on Sr. Secured Bonds ---------------------------------------------------------------- S&P Global Ratings completed the review of its ratings on Austin Convention Enterprises Inc.'s (ACE) senior secured and subordinated bonds under its revised methodology and affirmed the 'BB+' rating on the senior secured bond and 'B' rating on the subordinated bond. The negative outlook reflects S&P's view that the project could face a material liquidity challenge and bond acceleration risk as the result of the Austin Convention Center's (ACC) closure due to the planned expansion in 2025, if executed. The project rating could also be at long-term risk if worsening economic conditions suppress travel demand or persistent inflation accelerates cost escalation. ACE owns Hilton Austin, an 801-room, full-service hotel in downtown Austin, Texas, across from the ACC. The hotel opened on Dec. 27, 2003, and operates in a 31-story tower (24 of which are occupied by the hotel) with about 98,800 square feet of meeting space (including pre-function space). Below the hotel is a 750-space parking garage, of which the hotel operates 600 spaces. The project's operation recovery in 2022 was promising with stable growth in its revenue and gross operating profit (GOP) margin. S&P said, "The hotel reported a RevPAR of $156, recovering to about 90% of pre-COVID level and outperforming our forecast of $139. GOP margin was reported at 49%, greater than our 44% forecast. We believe the hotel is well positioned on the recovery path and regaining its pricing power and margin as Austin's lodging market is recovering business conferences and leisure visits. This supports our ratings, which capture the hotel's current market risk." The project benefits from its liquidity accounts to cover operating costs and debt services shortfalls, if any. As of December 2022, ACE held about $33 million in its reserve accounts, including fully funded senior and subordinated debt service reserve account (DSRA) and 67% funded operating reserve. Each DSRA is funded to the maximum annual principal and interest payment for the remaining term of its respective bond. The project weathered severe demand drops during the pandemic by using funds from its reserves to cover both operating expenses and debt service. Its liquidity strength is key to support the credit at the current rating. S&P said, "However, our negative outlook reflects remaining concern for the project's ability to overcome liquidity challenges during the planned ACC's closure due to expansion, if executed. The City of Austin plans to improve ACC's competitiveness in the convention business by expanding its capacity, which involves closing the convention center to complete construction. The anticipated start time is around the first half of 2025, and construction could take about four years. Under our downside, we assume a 60% decline from the hotel's 2019 RevPAR level during 2025-2028, when ACE's RevPAR could be materially affected. Citywide convention center-focused group business could be down to nearly zero but partially made up by in-house group business at the hotel. Transient demand might also decline due to concerns related to the nearby construction works. Without an additional liquidity injection, we forecast that the project should fulfill its senior debt obligations but could deplete all dedicated reserves for the subordinated debt in 2027." In addition, the project might face bond acceleration risk as the result of the ACC closure. The trust indenture states that it is an event of default (EOD) if the City of Austin closes the ACC--or changes its use--and a hotel consultant forecasts that the closure or change will material adverse effect on ACE's gross operating revenues. If this EOD is triggered, the bond could be accelerated upon approval from the majority of bondholders. S&P said, "We believe there is a rare chance that the acceleration could happen in the next two years because the ACC construction could start in 2025. And because the hotel is ultimately owned by the city through its ownership in ACE, we believe it's likely it could further delay the start of construction, if needed, until there is a resolution regarding the defining EOD. Nevertheless, we could see the risk of acceleration rising should the window until the start of construction shortens. The negative outlook captures such concern on our rating projection in the next two years. The hotel's long-term performance could also be at risk if economic conditions worsen or costs escalate, which might reduce travel demand. In addition, the hotel's operating margin might not be sustainable over the long term, as operating costs could escalate when the hotel resumes more services paused during the pandemic. This is also captured in S&P's negative outlook. S&P said, "The negative outlook reflects our view that the project could face a material liquidity challenge and bond acceleration risk as the result of ACC's closure due to the planned expansion, if executed. The project rating could also be at long-term risk if worsening economic conditions suppress travel demand or persistent inflation accelerates cost escalation. Under our downside-case analysis, we expect the senior debt to able to weather our stresses by using its senior DSRA, but the subordinated to deplete its subordinated DSRA and other available sources of liquidity in 2027. By the end of 2023, we expect the project's total liquidity to be above $38 million compared with $12.1 million senior and $5.5 million subordinated debt service payments due in 2023. "We could lower the senior and/or subordinated ratings if there is no positive development of resolution to the defining EOD related to ACC's closure and the start of ACC's construction is not extended in the next 12 months. We could also lower ratings on both tranches if ACE's RevPAR recovery falls or operating margin falls significantly below our expectation due to an economic recession with material inflationary pressure, which leads to a depletion of its senior or subordinated debt service reserve earlier than we expect under our downside. "We could revise the outlook to stable if an agreement between all stakeholders is made for a waiver regarding the defining EOD related to ACC's closure, the hotel's performance remains stable, and its RevPAR is in line with our base-case forecast in the next 12 months." AVENTIS SYSTEMS: Gets OK to Hire AI Law as Special Counsel ---------------------------------------------------------- Aventis Systems, Inc. and Cortavo, Inc. received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ AI Law to assist with California employment law matters. The firm will be paid at these rates: Ahmed Ibrahim $550 per hour Paralegals $150 - $200 per hour Ahmed Ibrahim, Esq., shareholder of AI Law, 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: Ahmed Ibrahim, Esq. AI Law 4695 MacArthur Court, Suite 1100 Newport Beach, CA 92660 Phone: 949-266-1240 Fax: 949-266-1280 Email: info@ailawfirm.com About Aventis Systems Aventis Systems, Inc., a company in Atlanta, offers custom IT solutions to build and operate complete physical and virtual infrastructures. The comprehensive solutions include refurbished and new hardware, system and application software, and an array of in-depth managed services including infrastructure consultation, cloud hosting and migration, virtualization deployment, data and disaster recovery, security consultation, hardware relocation, and equipment buyback. Aventis Systems and affiliate, Cortavo, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 23-51162) on Feb. 6, 2023. In the petition signed by its chief executive officer, Hessam Lamei, Aventis Systems disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Lisa Ritchey Craig oversees the cases. The Debtors tapped Anna Humnicky, Esq., at Small Herrin, LLP as bankruptcy counsel; AI Law as special counsel; and Nichols, Cauley & Associates, LLC as accountant. AZURE DEVELOPMENT: Seeks to Hire Charles A. Cuprill as Counsel -------------------------------------------------------------- Azure Development, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Charles A. Cuprill, P.S.C., Law Offices as its counsel. The firm's services include the preparation of the Debtor's plan of reorganization, representation of the Debtor in adversary proceedings and other legal services in connection with its Chapter 11 case. Charles A. Cuprill, P.S.C. will be paid at these rates: Charles A. Cuprill-Hernandez, Esq. $350 per hour Paralegal $85 per hour The firm received a retainer in the amount of $16,000. As disclosed in court filings, Charles A. Cuprill, P.S.C. is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Charles A. Cuprill, Esq. Charles A. Cuprill, P.S.C., Law Offices 356 Fortaleza Street (2nd Floor) San Juan, PR 00901 Tel: 787-977-0515 Email: ccuprill@cuprill.com About Azure Development Azure Development, Inc. owns properties in Luquillo, P.R., valued at $3.14 million. The company is based in San Juan, P.R. Azure Development filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-00462) on Feb. 18, 2023, with $3,142,794 in assets and $3,246,910 in liabilities. Jose Ricardo Martinez, vice-president of Azure Development, signed the petition. Judge Enrique S. Lamoutte Inclan oversees the case. The Debtor tapped Charles A. Cuprill, P.S.C., Law Offices as bankruptcy counsel and CPA Luis R. Carrasquillo & Co., P.S.C. as financial advisor. AZURE DEVELOPMENT: Taps CPA Luis R. Carrasquillo as Fin'l Advisor ----------------------------------------------------------------- Azure Development, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire CPA Luis R. Carrasquillo & Co., P.S.C. as its financial advisor. The Debtor needs a financial advisor to assist in the financial restructuring of its affairs by providing advice in strategic planning; assist in the preparation of a plan of reorganization, disclosure statement and business plan; participate in negotiations with creditors; and assist the Debtor's legal counsel in investigating financial transactions and disbursements and undertaking the corresponding actions. The retainer fee for the firm's services is $10,000. As disclosed in court filings, the firm and its members are disinterested persons within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Luis R. Carrasquillo, CPA CPA Luis R. Carrasquillo & Co., P.S.C. 28Th Street, # TI-26 Turabo Gardens Ave. Caguas, P.R. 00725 Tel: (787) 746-4555/(787) 746-4556 Fax: (787) 746-4564 Email: luis@cpacarrasquillo.com About Azure Development Azure Development, Inc. owns properties in Luquillo, P.R., valued at $3.14 million. The company is based in San Juan, P.R. Azure Development filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-00462) on Feb. 18, 2023, with $3,142,794 in assets and $3,246,910 in liabilities. Jose Ricardo Martinez, vice-president of Azure Development, signed the petition. Judge Enrique S. Lamoutte Inclan oversees the case. The Debtor tapped Charles A. Cuprill, P.S.C., Law Offices as bankruptcy counsel and CPA Luis R. Carrasquillo & Co., P.S.C. as financial advisor. B&G PROPERTY: UST Says Disclosure Statement Inadequate ------------------------------------------------------ The Acting United States Trustee for Region 18, Gregory M. Garvin, asks the Court to decline approval of the Chapter 11 Disclosure Statement filed by debtor B&G Property Investments, LLC, in its present form. The U.S. Trustee agrees with the objections to the Disclosure Statement that have previously been filed by creditors in this case. In addition, the UST objects to the Disclosure Statement because the information contained therein is in multiple respects inconsistent, unreliable, and/or incomplete. These defects prevent a hypothetical investor from making an informed judgment about the plan. The UST points out that the Disclosure Statement – dated January 25, 2023 – includes a balance sheet that lists the Debtor's total assets as $13,461.560 and total liabilities as $13,428,560. On a balance sheet dated January 31, 2023 and filed with the Debtor's January operating report, the Debtor listed its total assets as $8,360,530 and total liabilities as $9,034,386. In other words, on two balance sheets accounting for the same period and dated less than a week apart, the Debtor lists total asset values that differ by more than $5 million and total liability values that differ by more than $4 million. The Debtor provides no explanation for these discrepancies. The UST notes that the Disclosure Statement provides that the Debtor's tax return for 2021 showed total income loss of $18,074 and ordinary business income loss of $19,158. The Disclosure Statement also provides that "[c]omplete financial data for [2021] is available for inspection on request and subject to appropriate confidentiality protections for Debtor." The UST has asked the UST complains that Debtor to produce its 2021 tax return multiple times over the course of several months, beginning at the initial debtor interview the UST convened in August 2022. To date the Debtor has not provided it to the UST.1 To the UST's knowledge, the Debtor has not asserted any specific confidentiality protections associated with its tax returns – certainly not to the UST. Not only has the Debtor thus been unwilling to substantiate tax information it has provided in the Disclosure Statement, but the Disclosure Statement is also false as to its assurances that complete financial data is available for inspection on request. According to the UST, the Disclosure Statement provides no information about insurance coverage or intended insurance coverage to protect estate assets. The UST requested, at the outset of the case, an ACORD certificate to certify Debtor insurance. The ACORD certificate indicates the Debtor's general comprehensive liability insurance coverage (the Debtor's only reported insurance coverage) expired on February 24, 2023. The UST has since asked the Debtor to expeditiously provide proof of insurance. To date, the UST has received no answer to this request. About B&G Property Investments B&G Property Investments, LLC, a company in Medford, Ore., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 22-60998) on July 29, 2022, with $10 million to $50 million in both assets and liabilities. Keith Boyd, manager, signed the petition. Judge Thomas M. Renn presides over the case. Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP represents the Debtor as counsel. The U.S. Trustee for Region 18 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Farleigh Wada Witt. BARTECH GROUP: Unsecureds to Get Share of Remaining Funds --------------------------------------------------------- The Bartech Group of Illinois, Inc., submitted a First Amended Chapter 11 Plan of Reorganization for Small Business Debtor Under Subchapter V. The total scheduled and filed unsecured Claims against the Debtor, totaling approximately $4,770,000.00 (including potentially disputed Claims, and the PPP Loan amount assuming a proof of claim is timely filed). The major general unsecured creditors that have filed proofs of claim are as follows: (i) Anixter Inc.: This creditor filed a proof of claim in the amount of $53,357.05 as secured, and $14,659.72 as unsecured. Anixter did not provide any evidence of any security interest, and this creditor was allegedly paid in part via joint check by Mass Electric. The whole proof of claim amount will be treated as unsecured, to the extent Allowed. (ii) Architectural Iron Workers: This creditor filed a general unsecured claim in the amount of $106,749.28 (in addition to Other Priority Claim of $163,795.98). (iii) Fifth Third Bank: The Bank filed a separate general unsecured claim in the amount of $51,312.64 related to credit card debt, in addition to its secured claim. (iv) George Williams: This party filed a general unsecured claim in the amount of $296,000.00. The Debtor disputes this alleged obligation. (v) IBEW Local 701 Fringe Benefit: This creditor filed a general unsecured claim in the amount of $124,323.34 (in addition to Other Priority Claim of $53,190.24). (vi) IDES: As mentioned above, the filed a proof of claim is in the amount of $66,877.08 as secured, $26,013.52 as unsecured priority, and $865.00 as general unsecured. Since the Debtor disputes the Claim as being secured and as to the amount, the asserted secured portion will be treated as unsecured (therefore, a general unsecured claim amount of $67,742.08). (vii) IRS- Electronic Federal Tax Payment: This creditor filed a general unsecured claim in the amount of $769,055.24 (in addition to Priority Tax Claim of $2,465,097.53). (viii) Normandy Machine Co.: This creditor filed a proof of claim in the amount of $67,280.00 for goods sold. (ix) Residence Inn- Heritage Inn: This creditor filed a proof of claim in the amount of $66,626.62.00 for hotel services. John Burns Construction Company filed a proof of claim as undetermined related to amounts that may be due under certain subcontracts and projects. On October 28, 2022, the Debtor filed a motion for approval of stipulation concerning certain of the Debtor's subcontracts with John Burns Construction Company and joint checks to Virginia Transformer Corporation. An agreed order was entered on November 9, 2022. Also, on March 7, 2023, John Burns Construction Company filed a Motion to Compel the Debtor to Assume or reject The Barry Subcontract. A hearing is scheduled on this motion to compel for March 29, 2023. The Debtor intends to assume the John Burns contract. Iron Workers Mid-America Supplemental Monthly Annuity (SMA) Fund and Iron Workers Mid-America Pension Fund (the Pension Funds") filed a proof of claim alleging priority under Section 507(a)(4) in the amount of $3,208.87 and $6,105.04, and unsecured claims in the amount of $27,030.42 and $26,112.99. On January 19, 2023, the Pension Funds filed a Motion for Relief from the Automatic Stay, pursuant to which the Pension Funds seek to pursue rights under a wage and welfare bond posted by the Debtor. On January 27, 2023, the Debtor filed a response, and the Court entered an order granting the stay motion on February 7, 2023. The SBA Claim related to the PPP Loan was listed as "contingent" on the Debtor's Schedule F ($1,801,685). No proof of claim was filed by the SBA before the expiration of the December 2, 2022 general proof of claim deadline. Without a filed proof of claim by the March 22, 2023 governmental bar date (if applicable), any amount that may have been otherwise owed, if valid and enforceable, will be treated under the Plan as disallowed and time barred. Under the Plan, holders of Class 5 General Unsecured Claims will receive a pro rata share in cash distribution from the Remaining Funds, if any. Notwithstanding the foregoing, the holder of an Allowed Class 5 Claim may receive such other less favorable treatment as may be agreed upon by such holder and the Debtor. Any distribution to holders of General Unsecured Claims will be from balance of the Remaining Funds, if any, after payment of other priority obligations. Class 5 is impaired. "Remaining Funds" shall mean the Debtor's Disposable Income, if any, (ii) any portion of the proceeds from Potential Litigation (as permitted to be used by the DIP Lender for distribution to other creditors under the Plan), and (iii) any proceeds of Avoidance Actions. For the avoidance of doubt, Remaining Funds shall not include any Employee Retention Credit (ERC) tax credit which is the security of the Investor and shall not be subject to any set off. The Plan will be funded with (i) available cash or working capital, (ii) cash flow from ongoing business operation, (iii) Disposable Income, if any, (iv) proceeds from Potential Litigation and Avoidance Actions, if any, and (v) the potential Exit Financing. The Debtor will continue to operate in ordinary course of business. Pursuant to section 1190(2) of the Bankruptcy Code, the Plan provides for the submission of all or such portion of the future earnings of the Debtor as is necessary for the execution of the Plan. Counsel to the BarTech Group of Illinois, Inc.: Alan L. Braunstein, Esq. RIEMER & BRAUNSTEIN LLP 100 Cambridge Street, 224 Floor Boston, MA 02108 Tel: (617) 523-9000 E-mail: abraunstein@riemerlaw.com - and - Phillip J. Bock, Esq. 71 South Wacker, Suite 3515 Chicago, IL 60606 Tel: (312) 780-1173 E-mail: block@riemerlaw.com A copy of the First Amended Chapter 11 Plan of Reorganization dated March 8, 2023, is available at https://bit.ly/400BeSZ from PacerMonitor.com. About The BarTech Group The BarTech Group of Illinois Inc. -- https://www.bartechgroup.biz -- is an MBE and DBE certified electrical construction contractor. The BarTech Group of Illinois Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-10945) on Sept. 23, 2022. In the petition filed by Dwayne Barlow, as president, the Debtor reported assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. William B. Avellone has been appointed as Subchapter V trustee. Alan L. Braunstein, Esq., at Riemer Braunstein LLP is the Debtor's counsel. Ringold Financial Management Services, Inc., is the financial advisor. BENZRENT 7: Exclusivity Period Extended to May 5 ------------------------------------------------ Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida extended Benzrent 7, LLC's exclusive period for filing a Chapter 11 plan and disclosure statement to May 5, 2023, and to solicit acceptances thereto to July 5, 2023. About Benzrent 7 Benzrent 7, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-15165) on July 5, 2022, with as much as $1 million in both assets and liabilities. Judge Robert A. Mark oversees the case. Joel M. Aresty, Esq., at Joel M. Aresty, PA serves as the Debtor's legal counsel. BH FROZEN: Seeks to Extend Plan Exclusivity to June 5 ----------------------------------------------------- B"H Frozen Wheels, LLC asked the U.S. Bankruptcy Court for the Southern District of Florida to extend the exclusive period for the Debtor to file a plan of reorganization and to solicit and obtain acceptances thereof to June 5 and August 4, respectively. The exclusive period is currently through March 7, 2023. In its Motion, the Debtor stated that it has commenced discussion with certain of its creditors and has also commenced the process of reviewing the 6 claims filed with amounts exceeding $8 million. The Debtor further stated that it is paying its billsas they come due and has proceeded in good faith. About B"H Frozen Wheels Miami-based B"H Frozen Wheels, LLC filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-18641) on Nov. 7, 2022, with up to $50,000 in assets and $10 million to $50 million in liabilities. Issac Halwani, manager, signed the petition. Judge Laurel M. Isicoff oversees the case. Glenn D. Moses, Esq., at Venable LLP serves as the Debtor's legal counsel. BIG VILLAGE: Court OKs Final Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Big Village Holding LLC and affiliates to use cash collateral in accordance with the budget, with a 15% variance, on a final basis. The Debtors need access to cash collateral to preserve and maximize the value of their assets. The Debtors' current secured credit facilities were originally established in 2017. However, they were substantially amended and restated in 2020 as part of the Debtors' efforts to combat the effects on their operations and revenue streams from the COVID-19 pandemic. On November 17, 2020, Debtor Big Village Group, Inc., EMX Digital, Inc., Big Village Insights, Inc., Big Village Group Holdings, LLC, and certain subsidiaries party thereto as borrowers, the prepetition lenders, and BNP Paribas as administrative agent entered into the Amended and Restated Credit and Guaranty Agreement, dated as of November 17, 2020. The Prepetition Credit Agreement provided for a restructuring of the Debtors' secured debt obligations by, among other things, (a) amending and restating the First Lien Credit and Guaranty Agreement, dated as of September 15, 2017, and (b) terminating a Second Lien Credit and Guaranty Agreement, dated as of September 15, 2017. As of the Petition Date, the Prepetition Borrowers were indebted to the Prepetition Secured Parties for (a) an aggregate principal amount of $49.3 million of 2020 Term Loans, and (b) accrued and unpaid interest, fees and costs, expenses, charges, indemnities, and all other Obligations incurred or accrued with respect to the foregoing pursuant to, and in accordance with, the Prepetition Credit Agreement. The Debtors and the Prepetition Secured Parties have reached an agreement on the consensual use of Cash Collateral and Prepetition Collateral to fund expenses identified in the budget. As adequate protection for the Prepetition Secured Parties, BNP Paribas and the lenders are granted additional and replacement valid, binding, enforceable, non-avoidable, and perfected postpetition security interests and liens upon all present and after-acquired property and assets of the Debtors and their estates. The Prepetition Secured Parties and the Agent, for the benefit of the Prepetition Secured Parties, are granted an allowed administrative expense claim with super-priority over all other administrative expenses and all other claims against the Debtors or their estates or any kind or nature whatsoever, but in all cases subject and subordinate to the Carve-Out and the Permitted Prior Liens. The Carve-Out means fees and expenses of any statutory committee of unsecured creditors, appointed pursuant to Section 1103 of the Bankruptcy Code, and the Retained Professionals, including professionals retained by the Official Committee of Unsecured Creditors that have been approved by the Court, which upon the Carve-Out Trigger Date, is subject to a cap of $750,000. A copy of the order is available at https://bit.ly/3JEit2b from PacerMonitor.com. About Big Village Holding LLC Big Village Holding LLC and its affiliates are a global advertising, technology, and data company with operations in the United States, European Union, and Australia. They deliver their advertising and digital content across multiple media channels and online platforms, and facilitate the implementation of targeted, data-driven advertising strategies which encompass all of the technology and intelligence necessary to execute global advertising campaigns. Big Village Holding LLC and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10174) on February 8, 2023. In the petition signed by Kasha Cacy, global chief executive officer, the Debtors disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Craig T. Goldblatt oversees the case. The Debtors tapped Young Conaway Stargatt and Taylor, LLP as legal counsel, Kroll Restructuring Administration, LLC as claims and noticing agent and administrative advisor, Portage Point Partners, LLC as restructuring advisor, and Stephens, Inc. as investment banker. BNP Paribas, as administrative agent under the Debtors' prepetition credit agreement, is represented by Mayer Brown LLP and Potter Anderson & Corroon LLP as counsel. BLUE RIBBON: Barings Capital Marks $12.2M Loan at 26% Off --------------------------------------------------------- Barings Capital Investment Corporation has marked its $12,228,000 loan extended to Blue Ribbon, LLC to market at $9,064,000 or 74% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in Barings Capital's Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on February 23, 2023. Barings Capital is a participant in a First Lien Senior Secured Term Loan to Blue Ribbon, LLC. The loan accrues interest at a rate of 10.1% (LIBOR+6%) per annum. The loan matures in May 2028. Barings Capital was formed on February 20, 2020 as a Maryland limited liability company and converted to a Maryland corporation on April 28, 2020. On July 13, 2020, Barings Capital commenced operations and made its first portfolio company investment. The Company is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. In addition, the Company has elected to be treated and intends to qualify annually as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Blue Ribbon, LLC, parent company of Pabst Brewing Company, is one of the largest privately held independent brewers in the US, with a portfolio of iconic American beer brands. BOYCE HYDRO: Trustee Taps O'Keefe's Services in Kogan Case ---------------------------------------------------------- Scott Wolfson, the liquidating trustee appointed in the Chapter 11 cases of Boyce Hydro, LLC and Boyce Hydro Power, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire O'Keefe & Associates Consulting, LLC. The firm will act as an expert witness and will provide litigation support services in the adversary case (Case No. 22-02023) against The Kogan Law Group, P.C. The firm will charge these hourly fees: Interns $140 Analysts $150 - $240 Associates $250 - $290 Directors $300 - $470 Pat O'Keefe, CEO $650 C. Keith Chulumovich $380 Russel D. Long $460 The retainer fee is $12,000. As disclosed in court filings, O'Keefe is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Patrick M. O'Keefe O'Keefe & Associates Consulting, LLC 2 Lone Pine Road Bloomfield Hills, MI 48304 Phone: 248-59-4810 Fax: 248-593-6108 Email: pokeefe@okeefellc.com About Boyce Hydro Boyce Hydro, LLC and Boyce Hydro Power, LLC, Michigan-based providers of electrical power services, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Lead Case No. 20-21214) on July 31, 2020. At the time of the filing, the Debtors each disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Daniel S. Oppermanbaycity oversees the cases. Goldstein & McClintock LLP, led by Matthew E. McClintock, Esq., is the Debtors' legal counsel. On Feb. 25, 2021, the court entered a nonconsensual order, which confirmed the Debtors' joint consolidated Chapter 11 plan of liquidation, and approved the establishment of the Boyce Hydro liquidating trust and Scott A. Wolfson's appointment as liquidating trustee. The plan was declared effective on March 3, 2021. The liquidating trustee tapped Wolfson Bolton, PLLC as bankruptcy counsel; Honigman, LLP and Steinhardt Pesick & Cohen, P.C. as special counsel; Plante & Moran, PLLC as accountant; and Stretto as claims agent. O'Keefe & Associates Consulting, LLC provides litigation support services to the trustee. BREAKFORM RESIDENTIAL: Court OKs Final Cash Collateral Access ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Breakform Residential Fund I, LP to use cash collateral on a final basis in accordance with the budget. The Debtor requires the use of cash collateral to (i) continue its operations and maximize the value of its real estate projects, (ii) provide working capital for the Debtor to pursue a restructuring and payment of its obligations, including recovery for its equity holders, through the Chapter 11 Case, and (iii) fund the administrative expenses of the Chapter 11 case. As previously reported by the Troubled Company Reporter, prior to the Petition Date, the Debtor required emergency advance funding to assist the Debtor in meeting essential operating expenses and restructuring costs. Prepetition advances by the Secured Lender are authorized under the Bridge Loan in the aggregate amount of up to $500,000 plus recoverable fees and expenses under the Bridge Loan. The Advances were made on a senior secured basis pursuant to a bridge note and a security agreement and were made in furtherance of preparations for and commencement of the Chapter 11 case and in express contemplation that the Advances and any other obligations incurred under the Bridge Loan would be "rolled up" into the post-petition DIP Loans under the IP Credit Agreement upon entry of a final Court order approving the Motion. In light of the sale of the Sherman property, the Debtor is not seeking the authority to enter into the DIP Credit Agreement, and currently does not have a need for the DIP Loan. As adequate protection for use of cash collateral, the Secured Lender is granted a replacement lien on property of the estate in accordance with Section 361(2) of the Bankruptcy Code. As further adequate protection, and in accordance with Bankruptcy Code section 506(b) of the Bankruptcy Code, the Secured Lender's allowed secured claim shall include interest, and reasonable fees, costs, and charges. These events constitute an "Event of Default": (i) The failure of the Debtor to pay all of its undisputed administrative expenses in full in accordance with and subject to the terms as provided for in the Budget; (ii) The Debtor will take action in violation of the Interim Order or the Final Order; (iii) the Final Order becomes stayed, reversed, vacated, amended or otherwise modified in any respect without the prior written consent of the Secured Lender; (iv) The dismissal of the Chapter 11 Case, conversion of the Chapter 11 Case to a chapter 7 case, or suspension of the Chapter 11 Case; (v) The appointment of a chapter 11 trustee or an examiner with enlarged powers, provided however, that the appointment of the Sub V Trustee will not constitute and Event of Default thereunder; (vi) The filing of any Challenge to the Prepetition Liens or Prepetition Collateral by the Debtor, or the Bankruptcy Court grants standing to a third party to pursue such Challenge; (vii) The entry of an order granting any superpriority claim which is senior or pari passu with the Secured Lender pursuant to the Interim Order or the Final Order; (viii) The occurrence of a termination event under the RSA; (ix) Without the Secured Lender's prior written consent, the Debtor files a plan of reorganization or liquidation, or enters into any asset sale or a change of control occurs; (x) The payment of or granting adequate protection with respect to prepetition indebtedness of the Debtor other than as set forth in the Budget or as payments authorized by the Bankruptcy Court; (xi) The payment of estate professional fees by the Debtor other than to the extent set forth in the Budget; or (xii) The granting of relief from the automatic stay to permit foreclosure with respect to a material asset of the Debtor, by any entity other than the Secured Lender on any property of the Debtor's estate. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3LoJZC0 from PacerMonitor.com. The Debtor projects $1,271,300 in total cash receipts and $1,066,073 in total cash disbursements for three months. About Breakform Residential Fund I, LP Breakform Residential Fund I, LP is engaged in activities related to real estate. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10504) on January 30, 2023. In the petition signed by Andrew De Camara, chief restructuring officer, the Debtor disclosed up to $10 million in both assets and liabilities. De Camara is a Senior Managing Director at Sherwood Partners LLC. Judge Julia W. Brand oversees the case. Mark Horoupian, Esq., at Greenspoon Marder LLP, represents the Debtor as legal counsel. CELSIUS NETWORK: Exclusivity Period Extended to March 31 -------------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York extended Celsius Network LLC's exclusive periods to file a Chapter 11 plan and solicit acceptances thereof to March 31 and June 30, respectively. Judge Glenn found that the extension is in the best interests of the Debtor's estates, its creditors, and other parties in interest. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankrupty counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC serve as the examiner's legal counsel and financial advisor, respectively. CELSIUS NETWORK: Only LLC is Liable to Customers' Contract Claims ----------------------------------------------------------------- Chief Bankruptcy Judge Martin Glenn for the Southern District of New York, on March 9, 2023, has issued a Memorandum Opinion regarding which Debtor entities have liability for Customer claims under the Terms of Use. The Court is asked to resolve "the issue of which Debtors are liable to the account holders ("Customers") under the global contract ("Terms of Use") between Celsius Network LLC and its account holders. . ." The Court described the Issue as a "gating issue [that] should be decided sooner rather than later." The careless drafting of the Terms of Use leaves the answer unclear. Three parties filed briefs regarding the Issue: (1) the Series B Preferred Holders -- Community First Partners, LLC, Celsius SPV Investors, LP, Celsius New SPV Investors, LP, and CDP Investissements Inc.; (2) the Debtors (the eleven entities that filed chapter 11 petitions in this Court); and (3) the Official Committee of Unsecured Creditors. On one side, the Debtors and the Committee urge the Court to find that the Customers have claims against each of the Debtors and each of their non-debtor affiliates. On the other hand, the Series B Preferred Holders urge the Court to find that Customers only have claims against LLC. The Series B Preferred Holders are not parties to the Terms of Use. However, because they made significant investments in Celsius Network Limited, the top-level parent company, and their investment contracts did not prohibit CNL and its affiliates (other than LLC) from incurring customer liability, the only way the Series B Preferred Holders can limit their exposure to customer contract claims is to argue for a construction of the terms of use (a contract to which they are not a party) that limits Customers' contract liability claims to LLC. LLC is hopelessly insolvent. The net equity value of CNL, to the extent any exists in the global enterprise, arises from the Debtor and non-Debtor entities other than LLC whose net equity value will flow up to CNL. Because unsecured Customers recover ahead of equity holders under the absolute priority rule, the Series B Preferred Holders have some chance of recovery if the Customers hold claims only against LLC and not against CNL or other Debtor and non-Debtor affiliates. The Court finds both interpretations to have undesirable practical consequences. A ruling that the Customers have contract claims against all Debtors and affiliates could expose non-Debtor affiliates to customer liability because the Terms of Use do not distinguish between Debtor and non-Debtor affiliates. On the other hand, a ruling that the Customers have claims solely against LLC could deprive the Customers of whatever value would flow up to CNL from Debtor and non-Debtor affiliates. Based on the record, the Court concludes that the contract is ambiguous. Considering the extrinsic evidence, the Court finds, based on a preponderance of the evidence, that the parties to the Terms of Use intended that only LLC, and not any other Debtor or non-Debtor affiliates, are liable to the Customers on contract claims under the Terms of Use. Because extrinsic evidence answers the question of the proper interpretation, the Court need not, and cannot, invoke the doctrine of contra proferentem. Importantly, the Court finds and concludes that the Terms of Use do not limit Customers (or the Committee) from asserting non-contract claims against CNL, or against other Debtor or non-Debtor affiliates, such as claims for fraud, negligent misrepresentation, or other statutory or common law claims. In short, while the Series B Preferred Holders prevail here, they may very well end up recovering nothing. Nevertheless, the Court appreciates that this decision may deprive Customers of the full value of the Company. But the Court's obligation is to interpret the contract and evidence before it, and the evidence commands the Court to accept the Series B Preferred Holders' argument that only LLC is liable to Customers on contract claims. A full-text copy of the Memorandum Opinion dated March 9, 2023 is available at https://tinyurl.com/mrxv3yzm from Leagle.com. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as legal counsels; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto, the claims agent and administrative advisor, maintains the page https://cases.stretto.com/celsius On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP, as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP, as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP, and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. CHASE INDUSTRIES: Goldman Sachs Marks $12M Loan at 86% Off ---------------------------------------------------------- Goldman Sachs BDC, Inc. has marked its $12,150,000 loan extended to Chase Industries, Inc (dba Senneca Holdings) to market at $1,701,000 or 14% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in Goldman Sachs' Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on February 23, 2023. Goldman Sachs BDC, Inc. is a participant in a Second Lien Senior Secured Debt to Chase Industries, Inc. (dba Senneca Holdings). The loan has a reference rate and spread of 10.00% Payment in Kind. The loan matures on November 11, 2025. Goldman Sachs BDC classified the loan as non-accrual. Goldman Sachs BDC, Inc. was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. Chase Industries, doing business as Senneca Holdings, is a designer and manufacturer of specialty doors and door systems for commercial and industrial applications. The company's product offering includes a line of made-to-order doors, including traffic doors, cold storage doors, sliding doors, corrosion-resistant doors, strip doors and roll-up doors. Its doors are used by customers in diverse markets, including supermarket, retail, restaurant, industrial, pharmaceutical, food processing, cold storage and government. CHIEF CORNERSTONE: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Chief Cornerstone Builders LLC 7260 W. Azure Dr. #140 Las Vegas, NV 89130 Business Description: The Debtor owns two properties located in Las Vegas, NV valued at $1.1 million. Chapter 11 Petition Date: March 16, 2023 Court: United States Bankruptcy Court District of Nevada Case No.: 23-11008 Debtor's Counsel: David J. Winterton, Esq. DAVID WINTERTON & ASSOCIATES, LTD 7881 W. Charleston Blvd. Suite 220 Las Vegas, NV 89117 Tel: 702-363-0317 Fax: 702-363-1630 Email: autumn@davidwinterton.com Total Assets: $1,079,800 Total Liabilities: $885,000 The petition was signed by Tess Pascual as managing member. The Debtor stated it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IA3A2ZQ/CHIEF_CORNERSTONE_BUILDERS_LLC__nvbke-23-11008__0001.0.pdf?mcid=tGE4TAMA CIMOLAI SPA: Files for Chapter 15 Bankruptcy to Protect US Assets ----------------------------------------------------------------- Amelia Pollard of Bloomberg Law reports that Cimolai SpA, the Italian construction firm that suffered severe losses on currency derivative contracts, filed for Chapter 15 bankruptcy on Thursday, March 9, 2023, along with its holding company, Luigi Cimolai Holding SpA. The move protects a firm's U.S. assets while insolvency proceedings play out elsewhere. In October 2022, the firm initiated insolvency proceedings in Italy. The company was hurt by unauthorized foreign exchange derivative contracts conducted by two employees in September 2022, court papers show. Potential liability from those contracts close to EUR300 million ($317 million), per court papers Cimolai has pursued claims against broker JB Drax Honore in London. About Cimolai SpA Luigi Cimolai Holding S.p.A., and Cimolai S.p.A. are, respectively, the ultimate parent and main operating company of the Cimolai Group, a leading Italian construction company which carries out projects in Italy and abroad. The Group has operated profitably for many years. However, in September 2022, the Companies' directors were made aware of certain unauthorized foreign exchange derivative contracts that two of their employees had entered into on behalf of the Companies with a number of counterparties. The Companies have been disputing the Derivative Contracts, but the Companies assessed a potential liability close to EUR300 million. As a result, the Companies filed applications to initiate the Italian Insolvency Proceedings on Oct. 20, 2022. On Oct. 24, 2022, the Italian Bankruptcy Court entered separate orders granting the Companies' applications to initiate the said Proceedings. Cimolai S.p.A. and affiliate Luigi Cimolai Holding S.p.A., filed for Chapter 15 bankruptcy protection (Bankr. S.D. Tex. Case No. 23-90109 and 23-90110) on March 9, 2023, to seek recognition of the proceedings in Italy. The petitions were signed by Patrizia Paier, in her capacity as the foreign representative. The Debtors' U.S. counsel: Patricia Baron Tomasco Quinn Emanuel Urquhart & Sullivan 713-221-7227 pattytomasco@quinnemanuel.com COBRA PIPELINE: April 11 Hearing on Disclosure Statement -------------------------------------------------------- Judge Arthur I. Harris hasset a hearing to consider the approval of the Disclosure Statement of Cobra Pipeline Co., Ltd., at Courtroom 1A, H.M. Metzenbaum U.S. Courthouse, 201 Superior Ave. Cleveland, OH 44114, for April 11, 2023, at 11:00 o'clock a.m. April 4, 2023, is fixed as the last day for filing and serving written objections to the Disclosure Statement. About Cobra Pipeline Cobra Pipeline Co., Ltd., an Ohio-based intrastate natural gas pipeline company, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 19-15961) on Sept. 25, 2019. In the petition signed by Jessica Carothers, general manager, the Debtor disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Arthur I. Harris oversees the case. Thomas W. Coffey, Esq., at Coffey Law LLC, serves as the Debtor's counsel. CORE SCIENTIFIC: Barings Capital Marks $17.3M Loan at 62% Off ------------------------------------------------------------- Barings Capital Investment Corporation has marked its $17,399,000 loan extended to Core Scientific, Inc to market at $6,525,000 or 38% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in Barings Capital's Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on February 23, 2023. Barings Capital is a participant in a First Lien Senior Secured Term Loan to Core Scientific, Inc The loan accrues interest at a rate of 13% per annum. The loan matures in March 2025. "During the quarter ended December 31, 2022, we placed our debt investment in Core Scientific Inc., or Core Scientific, on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of December 31, 2022, the cost of our debt investment in Core Scientific was $17.4 million and the fair value of such investment was $6.5 million," Barings said. Barings Capital was formed on February 20, 2020 as a Maryland limited liability company and converted to a Maryland corporation on April 28, 2020. On July 13, 2020, Barings Capital commenced operations and made its first portfolio company investment. The Company is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. In addition, the Company has elected to be treated and intends to qualify annually as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. About Core Scientific Core Scientific, Inc. (OTCMKTS: CORZQ) is the largest U.S. publicly-traded Bitcoin mining company in computing power. Core Scientific, which was formed following a business combination in July 2021 with blank check company XPDI, is a large-scale operator of dedicated, purpose-built facilities for digital asset mining colocation services and a provider of blockchain infrastructure, software solutions and services. Core mines Bitcoin, Ethereum and other digital assets for third-party hosting customers and for its own account at its six fully operational data centers in North Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core was formed following a business combination in July 2021 with XPDI, a blank check company. In July 2022, one of the Company's largest customers, Celsius Mining LLC, filed for Chapter 11 bankruptcy in New York. With low Bitcoin prices depressing mining revenue to a record low, Core Scientific first warned in October 2022 that it may have to file for bankruptcy if the company can't find more funding to repay its debt that amounts to over $1 billion. Core Scientific did not make payments that came due in late October and early November 2022 with respect to several of its equipment and other financings, including its two bridge promissory notes. Core Scientific and its affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90341) on Dec. 21, 2022. As of Sept. 30, 2022, Core Scientific had total assets of US$1.4 billion and total liabilities of US$1.3 billion. Judge David R. Jones oversees the cases. The Debtors hired Weil, Gotshal & Manges, LLP as legal counsel; PJT Partners, LP as investment banker; and AlixPartners, LLP as financial advisor. Stretto is the claims agent. A group of Core Scientific convertible bondholders is working with restructuring lawyers at Paul Hastings. B. Riley Commercial Capital, LLC, as administrative agent under the Replacement DIP facility, is represented by Choate, Hall & Stewart, LLP. On Jan. 9, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Willkie Farr & Gallagher, LLP as legal counsel and Ducera Partners, LLC as investment banker. CWI CHEROKEE: Seeks to Hire Schreeder Wheeler & Flint as Counsel ---------------------------------------------------------------- CWI Cherokee LF, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Schreeder, Wheeler & Flint, LLP as its counsel. The firm's services include: (a) preparing pleadings, schedules and statements of financial affairs, adversary proceedings and applications incidental to administering the Debtor's estate; (b) developing the relationship and status of the Debtor and handling of claims of creditors in the Debtor's Chapter 11 proceedings; (c) advising the Debtor of its rights, duties and obligations; (d) performing legal services incidental and necessary to the day-to-day operation of the Debtor including, but not limited to, institution and prosecution of necessary legal proceedings, debt restructuring, general business, corporate and legal advice and assistance necessary to the proper preservation and administration of the estate; (e) taking any and all necessary actions incident to the proper preservation and administration of the Debtor and to the conduct of its business; (f) preparing a plan of reorganization and disclosure statement; and (g) providing post-confirmation legal services in connection with the implementation of the plan. The firm will be paid at these rates: John A. Christy $525 per hour Jonathan A. Akins $425 per hour Schreeder is a disinterested party as contemplated by Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: John H. Christy, Esq. Schreeder, Wheeler & Flint, LLP 1100 Peachtree Street NE, Suite 800 Atlanta, GA 30309 Tel: 404-681-3450 Email: jchristy@swfllp.com About CWI Cherokee LF CWI Cherokee LF, LLC is an Atlanta-based company that provides waste treatment and disposal services. CWI Cherokee LF filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-52262) on March 7, 2023, with $10 million to $50 million in both assets and liabilities. John A. Christy, Esq., at Schreeder, Wheeler & Flint, LLP represents the Debtor as counsel. DAR HOME: Unsecured Creditors Will Get 100% of Claims in 5 Years ---------------------------------------------------------------- DAR Home Company, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas a Chapter 11 Plan of Reorganization for Small Business under Subchapter V dated March 12, 2023. Debtor was formed January 15, 2015 as a limited liability corporation in the State of Texas and operates as a retail service company. Debtor's primary income is derived from construction services for individual and business consumers looking to build and remodel their homes or businesses. The effects of Covid-19 in early 2020 could not have come and a more inopportune time for debtor. Local lockdowns and mandates all but shuttered debtor, who struggled to complete work and generate new income to meet its financial demands. Debtor's business model is largely based on entering the homes and businesses of its customers, and during the early days of Covid-19 this proved impossible. As a result, debtor slowly began scaling back operations. Unfortunately, debtor's best efforts were unsuccessful, and debtor was forced to seek loans in an attempt to make ends meet. Debtor has a viable business platform and intends to reorganize under chapter 11. This, when taken together with other operational changes and improvements will serve as the backdrop for a viable plan of reorganization. Such changes include marketing pushes, analyzing subcontractor pricing to ensure the best work for the best price, reviewing current pricing and bid structures to obtain future work, reviewing current vendor pricing of goods and inventories, and pushing for increased residential work to boost sales. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $760.33. The final Plan payment is expected to be paid on May 1, 2028. This plan of reorganization proposes to pay the creditors of the Debtor from cash flow from operations and future income. Non-priority unsecured creditors holding allowed claims will receive distributions which the proponent of this Plan has valued at approximately 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 2.01 consists of the Secured Claim of Brazoria County Tax Office. The secured claim of the Brazoria County Tax Office in the amount of $2,372.65 will be paid in equal monthly installments over a 12 month period following the effective date of the plan, with interest accruing at 12% pursuant to § 511. Thus, payments to Brazoria County Tax Office will be $210.81 beginning 30 days following the effective date of the plan. Brazoria County Tax Office shall retain its liens until the taxes are paid in full. Class 2.02 consists of the Secured Claim of Cloudfund, LLC. The secured portion of Cloudfund, LLC's claim in the amount of $42,431.37 will be paid in equal monthly installments over a 5-year period following the effective date of the plan with interest accruing at 8%. Thus, payments to Cloudfund, LLC will be $860.36 beginning 30 days following the effective date of the plan. Cloudfund, LLC shall retain its lien until the secured portion of its claim is paid in full. The bifurcated portion of Cloudfund, LLC's claim in the amount of $14,268.63 is classified as a general, unsecured claim. Class 3 consists of Non-priority Unsecured Creditors. The allowed general unsecured claims will be paid 100.00% of their claim in quarterly installments over a period of 5 years. Payments will be due and payable beginning on the 15th day of July 2023 (with payments being made every October 15th, January 15th, April, 15th, and July 15th, etc. thereafter). The amount to be paid pro-rata is currently estimated at $45,619.62. This Class is impaired. Class 4 consists of Equity Security Holders of the Debtor. David A. Rodriguez is the only equity interest holder in the debtor and will retain his ownership interest in the limited liability corporation. David A. Rodriguez will receive no distributions under this plan on account of any pre-petition insider claims. The plan of reorganization will be funded by the Debtor through cash flow from operations and future income. David A. Rodriguez will remain in control of the reorganized debtor. A full-text copy of the Plan of Reorganization dated March 12, 2023 is available at https://bit.ly/3LsY15O from PacerMonitor.com at no charge. Attorney for Debtor: Michael L. Hardwick, Esq. Michael Hardwick Law, PLLC 2200 North Loop West, Suite 116 Houston, TX 77018 Tel: (713) 832-930-9090 Fax: (713) 832-930-9091 Email: michael@michaelhardwicklaw.com About DAR Home Company DAR Home Company, LLC operates as a retail service company. DAR Home's primary income is derived from construction services for individual and business consumers looking to build and remodel their homes or businesses. DAR Home serves local markets in Brazoria and Harris counties in Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-80240) on December 12, 2022. In the petition signed by David Rodriguez, owner, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Jeffrey P. Norman oversee the case. Michael L. Hardwick. Esq., at Michael Hardwick Law, PLLC, is the Debtor's legal counsel. Brendon Singh has been appointed as the subchapter V trustee. DENT TECH: Seeks July 19 Extension for Plan and Disclosures ----------------------------------------------------------- Dent Tech Laboratory, Inc. filed a motion for a second extension of its deadline to file a Disclosure Statement and Plan of Reorganization. In the present motion, the Debtor wants its plan filing deadline extended to July 19, 2023. Dent Tech Laboratory is a dental crown and bridge laboratory, which suffered severely during the Covid-19 pandemic. Debts on several loans and credit lines accumulated, while the Debtor was unable to operate. In order to reorganize its debts and allow for feasible debt repayment terms, the Debtor sought Chapter 11 bankruptcy protection. The second requested extension of the time period to file a plan is necessary due to the fact, that the time to file a plan is set to expire on April 20, 2023, and the Debtor needs additional time to negotiate the settlement terms with JPMorgan Chase Bank, N.A., to draft the settlement agreement, thereafter to obtain Court approval of the mutually reached terms and to file a plan of reorganization, incorporating settlement terms reached by the parties and offering treatment to remaining Creditors of the estate. The extension will enable the Debtor to harmonize the diverse and competing interests that exist and seek to resolve any conflicts in a reasoned and balanced manner for the benefit of all parties in interest. Attorney for the Debtor: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 About Dent Tech Laboratory Dent Tech Laboratory, Inc. operates a dental laboratories business. Dent Tech Laboratory sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41469) on June 23, 2022, listing up to $50,000 in assets and up to $500,000 in liabilities. Gregory B. Mashevich, president, signed the petition. Judge Elizabeth S. Stong oversees the case. Alla Kachan, Esq., at the Law Offices of Alla Kachan P.C. and Wisdom Professional Services, Inc. serve as the Debtor's legal counsel and accountant, respectively. DIAMOND SPORTS: Commences Voluntary Chapter 11 Proceedings ---------------------------------------------------------- Diamond Sports Group, LLC, on March 14, 2023, disclosed that it is finalizing a Restructuring Support Agreement ("RSA") with holders of a majority of the Company's debt and Sinclair Broadcast Group, Inc. ("Sinclair") to eliminate over $8 billion of the Company's outstanding debt. To implement its restructuring, the Company filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Texas (the "Court"). Diamond intends to use the proceedings to restructure and strengthen its balance sheet, while continuing to broadcast quality live sports productions to fans across the nation. DSG expects that its Bally Sports regional sports networks ("RSN") will continue to operate in the ordinary course during the Chapter 11 process. Diamond is well capitalized with approximately $425 million of cash on hand to fund its business and restructuring. The RSA Diamond is finalizing with creditors and Sinclair provides that Diamond will separate its business from Sinclair and become a standalone company. The RSA will further provide that Diamond's first lien lenders will be unimpaired, while Diamond's other secured and unsecured creditors will equitize their debt in exchange for equity and warrants issued by reorganized Diamond. Sinclair is expected to continue to provide management services during the proceeding and to provide transition services for a period after Diamond emerges from Chapter 11. David Preschlack, CEO of Diamond, stated: "The DSG Board of Managers has been evaluating strategic opportunities with the support of its advisors and in coordination with creditors to position the Company for long term success and has determined that the best path forward for the Company and its stakeholders is to restructure through a Chapter 11 process. We are utilizing this process to reset our capital structure and strengthen our balance sheet through the elimination of approximately $8 billion of debt. The financial flexibility attained through this restructuring will allow DSG to evolve our business while continuing to provide exceptional live sports productions for our fans." Mr. Preschlack continued: "DSG will continue broadcasting games and connecting fans across the country with the sports and teams they love. With the support of our creditors, we expect to execute a prompt and efficient reorganization and to emerge from the restructuring process as a stronger company." Mr. Preschlack concluded: "We deeply appreciate the hard work and commitment of our employees, who remain focused on producing high quality sports games that our fans have come to expect. We look forward to working constructively with our team and league partners and all DSG stakeholders throughout this process and beyond." Diamond has filed customary motions with the Court seeking a variety of "first-day" relief, including authority to pay employee wages and benefits and honor customer programs in the ordinary course of business and without disruption. Additional information regarding Diamond's Chapter 11 proceeding, including court filings and information about the claims process are available at https://cases.ra.kroll.com/DSG. Questions should be directed to the Company's claims agent, Kroll Restructuring Administration LLC by email to DSGInfo@ra.kroll.com or by phone at (877) 720-6635. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Wilmer Cutler Pickering Hale and Dorr LLP are serving as the Company's proposed legal counsel and AlixPartners, LLP is serving as the Company's proposed restructuring advisor. LionTree Advisors LLC and Moelis & Company LLC are serving as the Company's investment bankers, and Reevemark is serving as communications advisor to the Company. About Diamond Sports Group Diamond Sports Group LLC, an independently-managed and unconsolidated subsidiary of Sinclair Broadcast Group, Inc., owns the Bally Sports Regional Sports Networks (RSNs), the nation's leading provider of local sports. Its 19 owned-and-operated RSNs include Bally Sports Arizona, Bally Sports Detroit, Bally Sports Florida, Bally Sports Great Lakes, Bally Sports Indiana, Bally Sports Kansas City, Bally Sports Midwest, Bally Sports New Orleans, Bally Sports North, Bally Sports Ohio, Bally Sports Oklahoma, Bally Sports San Diego, Bally Sports SoCal, Bally Sports South, Bally Sports Southeast, Bally Sports Southwest, Bally Sports Sun, Bally Sports West, and Bally Sports Wisconsin. The Bally Sports RSNs serve as the TV home to more than half of all MLB, NHL and NBA teams based in the United States. Diamond Sports Group also has a joint venture in Marquee, the home of the Chicago Cubs, and a minority interest in the YES Network, the local destination for the New York Yankees and Brooklyn Nets. Diamond RSNs produce approximately 5,000 live local professional telecasts each year in addition to a wide variety of locally produced sports events and programs each year. DIAMOND SPORTS: In Chapter 11 to Restructure $8-Bil. of Debt ------------------------------------------------------------ Lillian Rizzo of CNBC reports that Diamond Sports Group, the largest owner of regional sports networks, filed for bankruptcy protection on Tuesday, March 14, 2023, toppled by a more than $8 billion debt load. The company, which is an unconsolidated and independently run subsidiary of Sinclair Broadcast Group, filed for chapter 11 bankruptcy protection in Texas. The company said in a release it is finalizing a restructuring support agreement with a majority of its debt holders and Sinclair to wipe out its debt load. The hefty debt load stems from when Sinclair in 2019 acquired the portfolio of networks from Disney for $10.6 billion, which included roughly $8 billion in debt. While Diamond has continued to make the rights fees payments to the leagues and teams it broadcasts games for, it was on the hook for hundreds of millions of dollars in annual debt interest payments. Last month Diamond Sports said it missed a $140 million interest payment due to its bondholders and would instead enter into a 30-day grace period. During that time the company had been in negotiations with its creditors and other stakeholders in a bid to restructure its debt load, CNBC previously reported. Making matters worse for Diamond, the networks, like other pay-TV channels, have been facing an accelerated rate of cord-cutting in recent years as consumers opt for streaming services. Despite maintaining stable ratings, as live sports often do, the regional sports networks have felt the brunt of the shift away from cable. Diamond said it plans to restructure its balance sheet while continuing to broadcast local games on its portfolio of 19 networks under the Bally Sports brand across the U.S. The networks air professional hockey, basketball and baseball games. Diamond, like other regional sports networks, has been focused on growing its streaming presence. Last 2022, it launched Bally Sports+ to give consumers that have cut the traditional pay-TV bundle an option to stream games. But the effort had yet to substantially pay off. As of Tuesday, Diamond said, it was still finalizing the restructuring support agreement with creditors. The plan could see Diamond separate from Sinclair to become a standalone operation, Diamond said. As part of the restructuring support agreement, Diamond's first-lien lenders will remain unaffected while other secured and unsecured creditors will swap their debt for equity and warrants issued by the reorganized company. Diamond had been moving toward this step for some months now. Last year Diamond appointed its own board and appointed David Preschlack, a former NBC Sports executive, as its CEO. In recent weeks it made further management hires. Diamond's impending bankruptcy filing has been a concern for the leagues -- namely Major League Baseball, as its season begins on March 30 -- spurring concerns that Diamond could forgo making rights payments during the bankruptcy process. The NBA and NHL regular seasons are winding to a close. And, while Diamond obtained streaming rights for all of its NBA and NHL teams last year, it has been working on a team-by-team basis for MLB. Last week, Diamond said it opted not to make a rights fee payment to the Arizona Diamondbacks since it had yet to obtain streaming rights for the team, according to a company spokesperson. It's the only team it hasn't made a payment to so far. About Diamond Sports Diamond Sports Group, LLC operates as a sports marketing company. The Company offers seminars, combine, speed and agility assessments, recruiting tools, and online training sessions for sports including football, baseball, soccer, and basketball. Diamond Sports Group and 29 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case N0. 23-90116) on March 14, 2023. In the petition filed by David F. DeVoe, Jr., as chief financial officer and chief operating officer, the Debtor listed estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped PORTER HEDGES LLP as general bankruptcy counsel; WILMER CUTLER PICKERING HALE AND DORR LLP as conflicts counsel; ALIXPARTNERS, LLP, as financial advisor; and MOELIS & COMPANY LLC and LIONTREE ADVISORS LLC as investment bankers. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. DIAMOND SPORTS: S&P Cuts Secured 1st-Lien Term Loan Rating to 'D' ----------------------------------------------------------------- S&P Global Ratings lowered the issue-level ratings on Diamond Sports Group LLC's (DSG) senior secured first-lien term loan to 'D' from 'CCC+' and the issue-level ratings on its senior secured second-lien revolving credit facility and term loan to 'D' from 'CCC-'. S&P subsequently withdrew all its ratings on DSG. On March 14, 2023, DSG announced it filed for Chapter 11 bankruptcy. Through restructuring, the company intends to eliminate approximately $8 billion of debt ($8.8 billion outstanding as of Sept. 30, 2022) and to separate from Sinclair Broadcast Group Inc. to become a stand-alone company. On Feb. 15, 2023, S&P lowered the issuer credit rating on DSG, along with the issue-level ratings on its senior secured second-lien notes and senior unsecured notes, to 'D' after the company announced it would not pay the scheduled interest on these notes due Feb. 15. Subsequent to the downgrades, S&P withdrew all its ratings on DSG. DING TRANS: Exclusivity Period Extended to June 19 -------------------------------------------------- Judge Nancy Hershey Lord of the U.S. Bankruptcy Court for the Eastern District of New York extended Ding Trans Corp.'s exclusive period in which to file a chapter 11 plan of reorganization and disclosure statement to June 19, 2023. Judge Hershey found that the Debtor met its burden and demonstrated by a preponderance of evidence that it is more likely than not that the court will confirm a plan within a reasonable period of time. About Ding Trans Corp. Ding Trans Corp., a New York-based transportation company, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41126) on May 24, 2022, listing as much as $500,000 in both assets and liabilities. Shimon Navaro, president of Ding Trans Corp., signed the petition. Judge Nancy Hershey Lord oversees the case. The Law Offices of Alla Kachan P.C. and Wisdom Professional Services, Inc. serve as the Debtor's legal counsel and accountant, respectively. DIOCESE OF ALBANY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: The Roman Catholic Diocese of Albany, New York 40 North Main street Albany, NY 12203 Business Description: The Debtor is a tax-exempt religious organization. Chapter 11 Petition Date: March 15, 2023 Court: United States Bankruptcy Court Northern District of New York Case No.: 23-10244 Debtor's Counsel: Francis J. Brennan, Esq. NOLAN HELLER KAUFFMAN LLP 80 State Street, 11th Floor Albany, NY 12207 Tel: 518-449-3300 Email: fbrennan@nhkllp.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Fr. Robert P. Longobucco as authorized representative. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Z6F5WSA/The_Roman_Catholic_Diocese_of__nynbke-23-10244__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. c/o LaFave Wein & Frament CVA Lawsuit $100,000 1 Wall Street Albany, NY 12205 2. c/o LaFave Wein & Frament CVA Lawsuit $100,000 1 Wall Street Albany, NY 12205 3. c/o LaFave Wein & Frament CVA Lawsuit $100,000 1 Wall Street Albany, NY 12205 4. c/o Marsh Law Firm PLLC CVA Lawsuit $100,000 151 East Post Road Suite 102 White Plains, NY 10601 5. c/o Marsh Law Firm PLLC CVA Lawsuit $100,000 151 East Post Road Suite 102 White Plains, NY 10601 6. c/o Herman Law CVA Lawsuit $100,000 434 West 33rd Street New York, NY 10001 7. c/o Jordan Merson, CVA Lawsuit $100,000 Esq., Merlon Law 950 3rd Ave., Floor 18 New York, NY 10022 8. c/o Marsh Law Firm PLLC CVA Lawsuit $100,000 151 East Post Road Suite 102 White Plains, NY 10601 9. c/o Herman Law CVA Lawsuit $100,000 434 West 33rd Street New York, NY 10001 10. c/o Herman Law CVA Lawsuit $100,000 434 West 33rd Street New York, NY 10001 11. c/o Marsh Law Firm PLLC CVA Lawsuit $100,000 151 East Post Road Suite 102 White Plains, NY 10601 12. c/o Marsh Law Firm PLLC CVA Lawsuit $100,000 151 East Post Road Suite 102 White Plains, NY 10601 13. c/o Marsh Law Firm PLLC CVA Lawsuit $100,000 151 East Post Road Suite 102 White Plains, NY 10601 14. c/o Marsh Law Firm PLLC CVA Lawsuit $100,000 151 East Post Road Suite 102 White Plains, NY 10601 15. c/o Marsh Law Firm PLLC CVA Lawsuit $100,000 151 East Post Road Suite 102 White Plains, NY 10601 16. c/o Marsh Law Firm PLLC CVA Lawsuit $100,000 151 East Post Road Suite 102 White Plains, NY 10601 17. c/o Marsh Law Firm PLLC CVA Lawsuit $100,000 151 East Post Road Suite 102 White Plains, NY 10601 18. c/o Marsh Law Firm PLLC CVA Lawsuit $100,000 151 East Post Road Suite 102 White Plains, NY 10601 19. c/o Herman Law CVA Lawsuit $100,000 434 West 33rd Street New York, NY 10001 20. c/o Marsh Law Firm PLLC CVA Lawsuit $100,000 151 East Post Road Suite 102 White Plains, NY 10601 * For each CVA Lawsuit, the claim amount has been estimated soley for the purposes of identifying a list of the top 20 unsecured creditors. DIOCESE OF ALBANY: Files for Chapter 11 Due to Abuse Claims ----------------------------------------------------------- The Roman Catholic Diocese of Albany announced March 15, 2023, filed for reorganization under Chapter 11 of the United States Bankruptcy Code. Parishes and Catholic schools of the Diocese are separately incorporated under New York State’s Religious Corporations Law and are not part of the filing. According to the statement, the mission and ministries of the Diocese and parishes will continue during the reorganization proceedings. "We maintain global mediation would have provided the most equitable distribution of the Diocese's limited financial resources," said Bishop Edward B. Scharfenberger, Bishop of Albany, "but as more Child Victims Act (CVA) cases reached large settlements, our limited self-insurance funds which have been paying those settlements, have been depleted. The Chapter 11 filing is the best way, at this point, to ensure that all Victim/Survivors with pending CVA litigation will receive some compensation. The decision to file was not arrived at easily and I know it may cause pain and suffering, but we, as a Church, can get through this and grow stronger together." With the Chapter 11 filing, legal actions against the Diocese will stop, allowing the Diocese to develop a reorganization plan that will determine the available assets, along with the participation of its insurance carriers, that can be used to negotiate reasonable settlements with Victim/Survivors in addition to other creditors. This filing also puts on hold the lawsuits involving the St. Clare's pensioners. That was not the Diocese's purpose for filing. While questions remain regarding the St. Clare's pension fund, the plight of the pensioners is of great concern to Bishop Scharfenberger. "The St. Clare's pensioners are certainly close to my heart and, as I would do with anyone in a difficult situation, I offer my pastoral care." Regarding those who have filed CVA lawsuits, Bishop Scharfenberger said our role in the healing process is far from over: "I hope that financial outcomes through reorganization bring some degree of peace and a sense that some aspect of justice has been accomplished." Speaking to Victim/Survivors he added, "I am not satisfied that by giving out money we will have done all that we can. I continue to open my heart to all who will allow me to walk with them on the road to healing. You do not have to walk alone." Anyone in need of non-financial or pastoral/healing assistance should reach out. This is not just for those who filed CVA lawsuits, the help is available to anyone in need. Noelle Marie, Diocesan Assistance Coordinator, can start individuals on the path to healing. You can reach her at 518-453-6646 or by email at assistance.coordinator@rcda.org. The Diocese apologizes to the Victim/Survivors and their families for the inexcusable harm that was done to them by those in positions of trust. The Diocese is also committed to enhancing and strengthening its Hope and Healing programs for Victim/Survivors. That includes facilitating mental health services, opportunities for spiritual healing, and continued training and screening of Church personnel through the Diocese’s Safe Environment Program for protecting children, including continued enhancement of child protection safety protocols to ensure they continue to meet the highest standards. You can learn more about the Diocese's Hope and Healing effort at https://www.rcda.org/hopeandhealing. "Sex abuse is a blight on our society that affects and harms so many innocent people," said Bishop Scharfenberger. "As a Church and as a community of faith, we recognize that the Victim/Survivors are our sons and daughters, our brothers and sisters, and all of us, without exception, must find ways to assist them in their recovery." There is no timeline for bringing Chapter 11 to a conclusion. In other dioceses in New York State and across the country, reorganization has continued for several years. * * * Alex Wolf of Bloomberg Law notes that the Albany Catholic Diocese entered bankruptcy protection on Wednesday, March 15, 2023, after being named in more than 400 child sex abuse lawsuits since 2019. The Catholic district has depleted funds it had set aside to resolve victims' suits after paying out a number of "large settlements," Bishop Edward B. Scharfenberger, the diocese's leader, said. About the Roman Catholic Diocese of Albany Roman Catholic Diocese of Albany is a religious organization in Albany, New York. The Roman Catholic Diocese of Albany covers 13 counties in Eastern New York, including a portion of a 14th county. Its Mother Church is the Cathedral of the Immaculate Conception in the city of Albany. New York's Child Victims Act, which took effect in August 2019, temporarily sets aside the usual statute of limitations for lawsuits to give victims of childhood sexual abuse a year to pursue even decades-old claims. Hundreds of new lawsuits have been filed against churches and other institutions since the law took effect Aug. 14, 2019. Facing the financial weight of new sexual misconduct lawsuits, at least four of the eight Roman Catholic dioceses in the state, has already sought Chapter 11 protection. The dioceses that have declared bankruptcy include the Diocese of Rochester and the Diocese of Rockville Centre on Long Island. The Catholic Diocese of Alabany sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-10244) on March 15, 2023. In the petition filed by Fr. Robert P. Longobucco, the Debtor estimated assets between $10 million and $50 million and liabilities between $50 million and $100 million. The Debtor is represented by: Francis J. Brennan, Esq. Nolan Heller Kauffman LLP 40 North Main street Albany, NY 12203 ECSEM CORP: Plan Filing Deadline Extended to April 5 ---------------------------------------------------- Judge Mildred Caban Flores has entered an order extending ECSEM Corporation's deadline to file a Disclosure Statement and Plan of Reorganization until April 5, 2023. The judge granted the Debtor's motion for a 29-day extension for "cause". About Ecsem Corporation Ecsem Corporation filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 22-03006) on Oct. 19, 2022, with up to $500,000 in both assets and liabilities. Judge Mildred Caban Flores oversees the case. The Debtor tapped Mary Ann Gandia-Fabian, Esq., at Gandia-Fabian Law Office as legal counsel and Jimenez Vazquez & Associates, PSC as accountant. EDPASS NY: Lender Seeks to Prohibit Cash Collateral Access ---------------------------------------------------------- JD Factors, LLC asks the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, for entry of an order prohibiting EdPass NY Inc. from using cash collateral. JD Factors' relationship with EDPass dates back to April 22, 2021, when the parties entered into the Factoring and Security Agreement. Under the terms of the Factoring Agreement, JD Factors purchased eligible receivables from EDPass at a discount of 2% and 2.5% from the face value of each account. Until such time as the amounts represented by the Purchased Receivables and any other Obligations under the Factoring Agreement are paid in full, JD Factors maintains a security interest in all of EDPass' assets, including receivables which were not specifically assigned to it. JD Factors perfected its security interest in EDPass' assets by filing a UCC-1 Financing Statement with the New York Department of State on April 23,2021, bearing the filing number 202104235647312, utilizing First Corporate Solutions as its representative. The Purchased Receivables are substantially past due. Under the Factoring Agreement, EDPass is therefore required to repurchase the Purchased Receivables from JD Factors. As of March 10, 2023, EDPass owes JD Factors not less than $37,181, including the uncollected balances due under the Purchased Receivable, plus default-related charges and fees that JD Factors is entitled to charge and recover from EDPass under the terms of the Factoring Agreement and related agreements. JD Factors assert that the Purchased Receivables are not property of the estate. EDPass has no authority to utilize any funds it received on account of those receivables. Furthermore, EDPass has not operated profitably for an extended period of time, its operating authority is "inactive" on the Federal Motor Carrier Safety Administration website, and it has no other tangible assets upon which it can grant JD Factors a replacement lien. EDPass is unable therefore to provide JD Factors with adequate protection with respect to the non-factored receivables pledged to it. In addition, EDPass was notified of the existence of JD Factor's interest in the Purchased Receivables, but did not list JD Factors as a creditor in the case or seek authority to utilize its cash collateral. A copy of the motion is available at https://bit.ly/3TowBA0 from PacerMonitor.com. About EdPass NY Inc. EdPass NY Inc. is a privately owned freight transport company which provides freight transport and logistics services throughout the United States for a fee. EdPass NY conducts its operations from a residential apartment leased by Eduard Pashishniuk, its CEO, at 9938 Grande Lakes Blvd., Apt #2404, Orlando, Florida 32837. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00025) on January 4, 2023. In the petition signed by CEO Pasishuniuk, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Judge Tiffany P. Geyer oversees the case. Daniel A. Velasquez, Esq., at Latham Luna Eden and Beaudine LLP, is the Debtor's legal counsel. EDPASS NY: Seeks Approval to Hire Irina Pinchenkova as Accountant ----------------------------------------------------------------- Edpass NY, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Irina Pinchenkova EA P.A. as its accountant. The firm will be preparing the Debtor's 2022 tax returns and provide general accounting and tax consulting services. The firm will charge $550 per month for the reconciliation of the Debtor's books and records and preparation of applicable forms, and $700 for the preparation and filing of the 2022 tax services. Irina Pinchenkova EA does not hold any interest adverse to the Debtor's estate and is a "disinterested person" as defined within Sec. 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Irina Pinchenkova, EA Irina Pinchenkova EA Pa 3001 Aloma Ave, Suite 210 Winter Park, FL 32792 Phone: 407-334-0551 About Edpass NY Edpass NY, Inc. is a privately owned freight transport company, which provides freight transport and logistics services throughout the United States for a fee. Edpass NY conducts its operations from a residential apartment in Orlando, Fla., which it leases to its chief executive officer, Eduard Pashishniuk. Edpass NY sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00025) on Jan. 4, 2023, with up to $100,000 in assets and up to $1 million in liabilities. Mr. Pasishuniuk signed the petition. Judge Tiffany P. Geyer oversees the case. Daniel A. Velasquez, Esq., at Latham Luna Eden and Beaudine, LLP is the Debtor's legal counsel. ELDAN LLC: Taps Law Office of Timothy Thomas as Bankruptcy Counsel ------------------------------------------------------------------ Eldan, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ the Law Office of Timothy Thomas, LLC as its legal counsel. The Debtor requires legal advice regarding negotiations with creditors, creation of a plan of reorganization, protection of the Debtor's rights, analysis of asset valuation, analysis of claims and objections to the claims filed against the Debtor, analysis of the claims held by the Debtor, and proper performance under its duties under the Bankruptcy Code, the Bankruptcy Rules and the United States Trustee guidelines. The firm will be paid at these rates: Attorneys $400 per hour Paralegal $200 per hour The firm received a retainer in the amount of $5,000. Timothy Thomas, Esq., 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 at: Timothy P. Thomas, Esq. Law Office of Timothy Thomas, LLC 1771 E. Flamingo Rd. B-212 Las Vegas, NV 89119 Tel: (702) 227-0011 Email: tthomas@tthomaslaw.com About Eldan LLC Eldan, LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It is the fee simple owner of a commercial property located at 5875 S. Rainbow, Las Vegas, having an appraised value of $7 million. Eldan filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-10589) on Feb. 21, 2022, listing $7,392,463 in assets and $3,623,919 in liabilities. Daniel Itzhaki, managing member, signed the petition. Judge August B. Landis oversees the case. Christopher P. Burke, Esq., at The Law Office of Christopher P. Burke serves as the Debtor's legal counsel. EQUESTRIAN SPIRITS: Hires Harriett Downs as Real Estate Broker -------------------------------------------------------------- Equestrian Spirits, Inc., filed an amended application seeking approval from the U.S. Bankruptcy Court for the Northern District of Florida to hire Marc Pompeo of Harriett Downs Real Estate LLC as its real estate broker. The firm will market and sell the Debtor's properties located at 18371 and 18351 SE 42nd Place, Morriston, Florida 32668. The broker will receive a commission of 5 percent. Harriett Downs Real Estate LLC does not hold any interest adverse to the estate, as disclosed in the court filings. The firm can be reached through: Marc Pompeo Harriett Downs Real Estate LLC N. Main Street Williston, FL 32696 Phone: +1 352-528-4400 Email: marc@hdownsrealestate.com About Equestrian Spirits Inc. Equestrian Spirits Inc. -- https://www.equestrianspirits.org/ -- provides unique opportunities for rescue and rehab animals to redefine their lives. Equestrian Spirits filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 22-10149) on Sept. 16, 2022. In the petition filed by Laurie L. Wolf, as senior director, the Debtor reported assets and liabilities between $500,000 and $1 million. Jodi D. Dubose has been appointed as Subchapter V trustee. The Debtor is represented by Lisa Caryl Cohen of Ruff & Cohen, P.A. ETHEL MATTHEWS: Demurrers and Judgment on the Pleadings Affirmed ---------------------------------------------------------------- In the appealed case entitled Ethel Matthews, Plaintiff and Appellant, v. ResMAE Mortgage Corporation et al., Defendants and Respondents, Case No. B312712. (Cal. Ct. App.), the California Court of Appeals affirms the trial court's judgment sustaining the demurrers and granting judgment on the pleadings. This is an appeal from a Superior Court of Los Angeles County judgment following an order sustaining the demurrers of Select Portfolio Servicing Inc., Mortgage Electronic Registration Systems Inc., and U.S. Bank N.A., as Trustee, on Behalf of the Holders of the J.P. Morgan Mortgage Acquisition Trust 2006-HE3 Asset Backed Pass-Through Certificates, Series 2006-HE3, Stewart Title Guaranty Company, and Stewart Title of California, Inc. to the second amended complaint of Appellant Ethel Matthews. In the same proceeding, the trial court also granted a Motion for Judgment on the Pleadings by Respondent Quality Loan Service Corporation on Appellant's SAC. In July 2013, the Appellant filed a complaint against US Bank, SPS, MERS, ResMae, and other named defendants in Matthews II. The court in Matthews II sustained the demurrer of U.S. Bank, SPS, and MERS to the "first amended complaint, without leave to amend, and entered judgment, with prejudice." As the Respondents point out, the Appellant has essentially left unchallenged the trial court's finding that the second amended complaint is barred by res judicata. The Court affirms the trial court, explaining that "for purposes of applying the doctrine of res judicata. . . a dismissal with prejudice is the equivalent of a final judgment on the merits. . . The statutory term "with prejudice" clearly means the plaintiff's right of action is terminated and may not be revived. . . a dismissal with prejudice. . . bars any future action on the same subject matter. . . It is the equivalent of a judgment on the merits." As such, the Court finds and concludes that the trial court in the instant case properly sustained the Respondents' demurrer on the basis of res judicata. Moreover, the Court determines that trial court was correct to hold that the Appellant's second amended complaint is time-barred on the face of the pleading. As the trial court properly found, the only factual allegations relating to STGC are STGC's unspecified role in recording a purported backdated unsecure lien, or the recorded Assignment, dated Nov. 14, 2011. The trial court found that the Appellant was aware of the underlying Nov. 14, 2011 transaction, at the latest, in 2014 given that her complaint in Matthews II contained the Assignment and the Appellant alleged she discovered the Assignment in July 2014. Further, the trial court found that the Appellant was aware of the circumstances that caused the statute of limitations to run since at least 2007 when she commenced an action against STGC and STCA. As to the motion for judgment on the pleadings filed by QLS, the Court determines that the trial court correctly concluded that the Appellant could not state any claim against QLS because QLS, as trustee of the Deed of Trust, is subject to statutory privileges. The trial court found that the Appellant's second amended complaint "does not allege that QLS had any role with regard to her loan or property aside from issuing foreclosure notices in its capacity as trustee of the Deed of Trust. . . contains no facts to suggest that QLS recorded the Notices of Default and Sale out of hatred toward the Appellant or that QLS had reason to believe that the Appellant's loan was not in default. . . "Appellant's conclusory allegation that QLS acted with malice when it "colluded" or "conspired" with SPS to foreclose on the property falls short of this standard." The Court finds and concludes that the Appellant's conclusory assertions lacking any factual support cannot support a cause of action that would survive a motion for judgment on the pleadings or demurrer. A full-text copy of the Opinion dated March 8, 2023 is available at https://tinyurl.com/mry883fw from Leagle.com. About Ethel Matthews Ethel Matthews filed voluntary petition seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 08-15641) on April 27, 2008. At the time of the filing, the Debtor estimated to have assets of less than $50,000 and liabilities of ranging between $1,000,001 to $10 million. The Debtor is represented by Gail Higgins, Esq. and Georgeann H Nicol, Esq. EXCL LOGISTICS: Bid to Use Cash Collateral Denied ------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington denied the motion for order authorizing temporary use of cash collateral filed by Excl Logistics, LLC. As previously reported by the Troubled Company Reporter, the Debtor requested authority to use cash collateral to pay ordinary and necessary operating expenses including adequate protection payments that come due. Based on a UCC search performed on February 28, 2023, the Debtor has identified 12 secured creditors with a potential interest in the Debtor's personal property, more specifically: -- First Corporate Solutions, as representative for TBS Factoring Services, LLC, -- Ernies Fueling Network (Termination filed 03/06/23), -- Kautilya Capital, LLC, -- Defined Benefit Plan, -- Commercial Credit Group, Inc., -- Pape Material Handling (Termination filed 03/06/23), -- Exertion 221 Trust, and -- Commercial Credit Group, Inc. As of the petition date, the Debtor had cash on hand of approximately $5,632; accounts receivable of approximately $125,466; personal property valued at approximately $10,388; fully encumbered vehicles valued at approximately $771,233; and free and clear vehicles valued at approximately $60,000. A copy of the order is available at https://bit.ly/3yFO4dG from PacerMonitor.com. About Excl Logistics, LLC Excl Logistics, LLC operates a trucking operation providing freight carrying and logistic services to its customers from its headquarters located in Snohomish Washington. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10364) on February 27, 2023. In the petition signed by Anil Bhambi, managing member, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Christopher M. Alston oversees the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents the Debtor as legal counsel. FARMHOUSE CREATIVE: Seeks to Hire Baldwin & Company as Accountant ----------------------------------------------------------------- Farmhouse Creative, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Baldwin & Company CPA as its accountants. The firm will be preparing the Debtor's 2022 tax returns and provide tax consulting services. The accountant's fees range between $1,000 and $1,250. Baldwin & Company CPA does not hold any interest adverse to the Debtor's estate and is a "disinterested person" as defined within Sec. 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Michael Baldwin, CPA Baldwin & Company CPA 2185 N Park Ave # 3 Winter Park, FL 32789 Phone: (407) 628-2761 Fax: (407) 628-8159 About Farmhouse Creative Farmhouse Creative, LLC is a closely held Florida limited liability company formed in 2019 for the purpose of acquiring and operating the KidzArt Orlando franchise. KidzArt Orlando offers a unique art enrichment program where children can learn to draw, learn about art, and enhance their creativity. Farmhouse Creative sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00178) on Jan. 18, 2023. In the petition signed by its managing member, Dawn Farmer, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Tiffany P. Geyer oversees the case. Daniel A. Velasquez, Esq., at Latham Luna Eden and Beaudine LLP, represents the Debtor as legal counsel. FENIX GROUP: Court OKs Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona authorized Fenix Group, LLC to use cash collateral on an interim basis in accordance with the budget. The Court said if the Debtor needs to exceed the Budget, it can do so with the consent of the U.S. Trustee's Office, the subchapter V trustee, Vivian Capital, and the Small Business Administration. Further, any pre-petition cure payments incorporated into the Budget will only be paid by the Debtor upon further Order of the Court authorizing a stipulation or motion associated with such pre-petition cure payments. The Debtor, Vivian Capital, and the SBA will work together to determine if a resolution can be reached as to the competing interests in the cash collateral and Vivian's objection to the Motion. The $1,500 for the adequate protection payment to the 1st position lien creditor in the cash collateral shall be segregated into the Debtor's DIP savings account pending further order of the Court as to which creditor is entitled to receive such funds. As adequate protection, any creditor holding a valid and enforceable prepetition security interest in any pre-petition property of the estate, will have a postpetition replacement lien on the same type of post-petition assets acquired by the Debtor after the Petition Date, if any, and in the same validity, priority, and extent as such creditor possessed a lien on property on the Petition Date. A further status hearing on the matter is set for April 18, 2023 at 2:30 p.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3mKakAa from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $115,215 for March 2023; $115,215 for April 2023; $115,215 for May 2023; $115,215 for June 2023; $115,215 for July 2023; and $115,215 for August 2023. About Fenix Group, LLC Fenix Group, LLC provides services to children and adults with developmental disabilities. This includes a day program (two locations), group supported employment, transportation, after school and summer programs for children and adult development homes programs. They are funded through the State of Arizona Division of Development Disabilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-00155) on January 11, 2023. In the petition signed by Ron Tilley, member and manager, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Madeleine C. Wanslee oversees the case. D. Lamar Hawkins, Esq., at Guidant Law, PLC, represents the Debtor as legal counsel. FIRST REPUBLIC BANK: S&P Lowers ICR to 'BB+', On Watch Negative --------------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on First Republic Bank to 'BB+' from 'A-'. S&P also lowered its senior unsecured issue rating to 'BB+' and the subordinated and preferred stock issue ratings to 'BB-', and 'B', respectively. S&P placed all of its ratings on First Republic on CreditWatch with negative implications. S&P said, "We believe the risk of deposit outflows is elevated at First Republic--despite actions by federal regulators. In the wake of recent bank failures due to liquidity issues and the ensuing market stress, the Federal Reserve Board announced on March 12, 2023, certain emergency liquidity measures, including the creation of the Bank Term Funding Program (BTFP) and an easing of terms offered through the discount window. The BTFP offers loans of up to one year in length to banks pledging eligible securities. Still, if deposit outflows continue, we expect First Republic would need to rely on its more costly wholesale borrowings. This would encumber its balance sheet and hurt its modest profitability. "We believe that First Republic's deposit base is more concentrated than most large U.S. regional banks, which presents heightened funding risks in the current environment. As of Dec. 31, 2022, First Republic had approximately $176.4 billion in total deposits, of which 63% were commercial. We believe the portion above the Federal Deposit Insurance Corp. insurance limit of $250,000--about 68% of the total, or $119.5 billion--is most susceptible to withdrawal, despite the bank's historically excellent depositor loyalty." According to the bank, its number of deposit accounts is about one-fifth that of the average U.S. bank with $100 billion to $250 billion in assets, which highlights its higher-than-average account sizes. Business deposits have an average account size of less than $500,000, while consumer deposits have an average account size of less than $200,000, as the company reported on March 10, 2023. First Republic recently reported over $70 billion in contingent borrowing availability to meet liquidity needs. On March 12, 2023, First Republic announced that its unused contingent liquidity sources increased to over $70 billion, consisting of borrowing capacity from the Federal Reserve, Federal Home Loan Bank (FHLB) of San Francisco, and additional financing from J.P. Morgan Chase & Co. This does not include capacity through the Federal Reserve's BTFP. S&P expects the bank to use wholesale funding to alleviate liquidity pressures in the near term, thereby encumbering its balance sheet. Funding metrics could weaken relative to peers, and we expect the ratio of loans to deposits--already high at 95% as of year-end 2022--may rise above 100%. S&P said, "We expect earnings pressure to intensify given our expectation for reliance on wholesale borrowings, which are more costly than deposits. First Republic's total profitability is more weighted toward net interest income than most regional bank peers since its fee income (mostly fees related to wealth management) is less than 20% of total profit. The bank's reported net interest margin in fourth-quarter 2022 contracted by 26 basis points from the prior quarter to 2.45%. Its fourth-quarter 2022 return on average assets and equity were modest at 0.74% and 10.1%, respectively. "We think these issues have arisen in the wake of the recent bank failures, particularly as it pertains to uninsured deposits, and not because of regulatory capital concerns or the bank's excellent track record on asset quality. The bank's common equity Tier 1 risk-based capital ratio was 9.2% as of Dec. 31, 2022. Its ratio of tangible common equity to tangible assets--another solvency measure--was 6.4% (or 4.2% after factoring in losses on held-to-maturity securities). In February 2023, First Republic added $397 million of common equity, which we expect to bolster capital levels. The bank's asset quality history has been excellent given the affluent nature of its customer base. That said, the large mortgage portfolio has fallen in fair value as interest rates increased and may provide less financial flexibility if rates remain higher for longer. "Lastly, we think First Republic's business position is weaker following the events of the past week. We believe the bank's business position will suffer after the volatile swings in its stock price and heightened media attention surrounding deposit volatility. We think its business stability has weakened as market perceptions of its creditworthiness have declined." FIRST REPUBLIC: Fitch Cuts LongTerm IDR to BB, on Watch Negative ---------------------------------------------------------------- Fitch Ratings has downgraded First Republic Bank's (FRC) Long-Term Issuer Default Rating (IDR) to 'BB' from 'A-' and Short-Term IDR to 'B' from 'F1'. In addition, the ratings were placed on Rating Watch Negative. The Long-Term IDR is driven by FRC's Viability Ratings (VR), which was downgraded to 'bb' from 'a-'. KEY RATING DRIVERS The action reflects Fitch's revised view of FRC's funding and liquidity profile in the current environment (see "Fitch Rtgs: Funding and Liquidity Remains Key Focus for U.S. Bank Ratings After Support Package," published on March 13th on Fitch's view of funding and liquidity for the sector). In this regard, Fitch believes that FRC's funding and liquidity profile has changed and represents a "weakest link" relative to other rating factors. FRC's deposit concentrations are now viewed as a rating weakness. In Fitch's prior rating action published on Dec. 8 2022, Fitch highlighted the risks and constraints associated with a concentrated deposit base. Fitch views FRC's deposit base as concentrated given the strategic focus on banking wealthy and financially sophisticated customers in select urban coastal markets in the U.S. This not only drives a high proportion of uninsured deposits as a percentage of total deposits but also results in deposits that can be less sticky in times of crisis or severe stress. Fitch believes this feature of the business model has resulted in franchise erosion following the high profile failures of SVB Financial and Signature Bank, despite the deposit base being more diversified from a sector/industry standpoint. FRC's investment portfolio is relatively concentrated in long-dated municipal securities that affords it less flexibility, another rating constraint. As of Dec. 31st 2022, roughly 61% of the book value of FRC's investment portfolio was comprised of municipal securities. This proportion is high compared to industry standards. While the credit quality of FRC's municipal portfolio is viewed as good, these securities are relatively illiquid compared to U.S. treasury and agency securities that feature more prominently at most other U.S. banks. The placement of the Viability Rating on Rating Watch Negative reflects the uncertain environment for funding and liquidity, despite policy efforts to soothe market and depositor perception. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: The Rating Watch Negative indicates that there is a heightened probability of further ratings downgrades for FRC. Fitch will use the Watch period to gather further information on FRC's funding and liquidity profile to assess the stability of the deposit base, as well as the trends in available liquidity from primary and contingent sources. The agency will also asses FRC's earnings and profitability outlook and what it means for capital and leverage to determine if the current rating level is still warranted. Fitch is required to review the ratings and publish a revised rating action commentary at least every six months. Factors that could, individually or collectively, lead to positive rating action/upgrade: Fitch could remove FRC's ratings from Rating Watch Negative and assign a Stable Outlook if it believes the funding and liquidity profile is stable and still supportive of the current rating. Over the longer term, Fitch could upgrade the ratings if it believes the funding and liquidity has improved sufficiently to support a higher rating, provided the financial outlook and qualitative aspects of the business supports such an action. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS FRC's downgraded 'B' Short-Term IDR is in line with the 'BB' Long-term IDR under the mapping in the Rating Correspondence Table within Fitch's criteria. FRC's Long-Term deposits are rated one notch higher than its Long-Term IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. FRC's short-term deposits are rated 'B' in accordance with the Rating Correspondence Table in Fitch's criteria and based on FRC's Long-Term Deposit Rating. FRC's senior unsecured debt rating is equalized with its Long-Term IDR in accordance with Fitch's criteria. The subordinated debt rating is notched two levels below its 'bb' VR for loss severity. These ratings are in accordance with Fitch's criteria and assessment of the instruments' non-performance and loss severity risk profiles. FRC's 'B-' preferred stock rating is notched four levels below its 'a-' VR two times for loss severity and twice for non-performance. FRC has a Government Support Rating (GSR) of 'ns'. In Fitch's view, the probability of government support is very low. Accordingly, the IDRs do not incorporate any support. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES FRC's Long and Short-Term deposit ratings are sensitive to changes in FRC's Long-Term IDR. The senior unsecured debt rating is sensitive to changes in FRC's Long-Term IDR. FRC's subordinated debt and preferred stock ratings are sensitive to changes in FRC's VR. All debt level ratings have also been placed on Negative Watch. FRC's GSR is 'ns' and there is limited likelihood that these ratings will change over the foreseeable future. Entity/Debt Rating Prior ----------- ------ ----- First Republic Bank LT IDR BB Downgrade A- ST IDR B Downgrade F1 Viability bb Downgrade a- Government Support ns Affirmed ns long-term deposits LT BB+ Downgrade A subordinated LT B+ Downgrade BBB+ preferred LT B- Downgrade BB+ short-term deposits ST B Downgrade F1 FIRST TO THE FINISH: CNB Bank's Bid for Summary Judgment Granted ---------------------------------------------------------------- In the adversary proceeding captioned as In re First to the Finish Kim and Mike Viano Sports, Inc., In Proceedings Under Chapter 11, Debtor(s). Nike USA Inc., Plaintiff(s), v. CNB Bank & Trust N.A., Defendant(s), BK No. 20-30955, Adversary No. 21-03013., 21-03016, (Bankr. S.D. Ill.), Bankruptcy Judge William V. Altenberger grants summary judgment in favor of CNB Bank & Trust, N.A. There are four motions for summary judgment before the Court filed by three parties -- the Chapter 11 case Trustee, Nike USA, Inc. and CNB Bank & Trust, N.A. The four matters involve two Adversary Proceedings. In Adversary Proceeding 21-03013 Nike seeks to determine the validity of CNB's liens and CNB's claim status. Nike further seeks to avoid a $200,000 post-petition transfer made to CNB. Nike filed a motion for summary judgment and CNB filed a motion for summary judgment. In Adversary Proceeding 21-03016, the Trustee seeks to avoid, reform and preserve CNB's liens for the benefit of the estate as first priority. Trustee also seeks to avoid and recover the $200,000 transfer made to CNB post-petition along with disallowing CNB's claim. The Trustee filed a motion for partial summary judgment on Counts I-IV while CNB filed a motion for summary judgment. The Court finds that Nike provided that it would voluntarily dismiss the Counts related to the post-petition transfer and provided no arguments against summary judgment. Nike has not dismissed its Counts and even if Nike decided not to dismiss the Counts, it is unlikely that it would be successful. This is due to Section 549 allowing a trustee to avoid and recover a post-petition payment. Nike does not have standing to pursue these claims and since it has not dismissed its Counts, the Court finds it appropriate to grant summary judgment in favor of CNB. Moving on to CNB's motion against the Trustee, CNB relies on the deposition testimony of Mike Viano that he directly made the payment to CNB and that it was not paid from the Debtor's account. CNB stated that it reached out to Mr. Viano as he was a guarantor of the loan and requested the $200,000. Mr. Viano then provided the $200,000 to his attorneys who put it into their account and then paid it to CNB. The Trustee disagrees with CNB on two grounds. First, there are still disputed facts regarding if the payments were made by the Debtor or not. This is due to Debtor and Mr. Viano sharing an attorney, the same attorney who received and paid the $200,000. Second, pursuant to the communications regarding a proposed settlement between Debtor, CNB, and Nike, the money was to be paid from the Debtor. The Counts in the Trustee's complaint seeking recovery of the $200,000 are based on the allegations that CNB is not a secured creditor. With the Court's determination that CNB is a secured creditor, it follows that summary judgment on these Counts in the Trustee's complaints attempting to recover the $200,000 payment, should be granted in CNB's favor. A full-text copy of the Opinion dated March 9, 2023 is available at https://tinyurl.com/32mhkpvx from Leagle.com. About First to the Finish Kim and Mike Viano Sports Inc. First to the Finish Kim and Mike Viano Sports Inc. sells sporting goods, hobbies, and musical instruments. First to the Finish Kim and Mike Viano Sports filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 20-30955) on October 7, 2020. The petition was signed by Mike Viano, president. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Laura K. Grandy oversees the case. The Debtor is represented by Carmody MacDonald P.C. The Chapter 11 Trustee, Michael E. Collins, is represented by Manier & Herod, P.C. CNB Bank & Trust, N.A., as secured lender, is represented by Silver Lake Group, Ltd. Nike USA, Inc., also a secured lender, is represented by A.M. Saccullo Legal, LLC. FMBC INVESTMENTS: Says Unsecureds Unimpaired in Liquidating Plan ---------------------------------------------------------------- FMBC Investments, LLC submitted an Amended Plan of Liquidation. The Debtor is a Tennessee limited liability company that was formed in May of 2008. Since its formation, the Debtor operated as a real estate development firm that owned real estate located at 2404, 2500, 2518, and 0 West Heiman Street, Nashville, Tennessee 37208 (collectively, the "West Heiman Properties"). Pursuant to Court approval and during the pendency of this Chapter 11 Case, the Debtor has sold the West Heiman Properties and the proceeds therefrom are being held for the benefit of the Debtor's creditors. Under the Plan, Class 2 consists of the Allowed Unsecured Claims of the Debtor's General Unsecured Creditors. Subject to the disallowance of a Claim in connection with a claim objection timely filed prior to the Claim Objection Deadline, the Debtor asserts that the holders of a Class 2 Claim include all creditors and amounts scheduled by the Debtor in Schedule E/F of the Debtor's Schedules of Liabilities. The amounts scheduled by the Debtor shall be superseded in nature and amount to the extent any creditor, whether scheduled or unscheduled, filed a proof of claim in this Chapter 11 Case prior to the Bar Date. The Class 2 Claims shall also include (i) any deficiency claims held by the Class 1 Claimant that may remain unpaid after the liquidation of the Debtor's Assets, and (ii) any Claim arising from the rejection of an executory contract. The Class 2 Claims shall be satisfied in full by the proceeds from the sale of the West Heiman Properties contemporaneously with the satisfaction of the Class 1 Claim. Class is unimpaired. The Debtor proposes to distribute the proceeds from the sale of the West Heiman Properties. Such proceeds will permit the Debtor to satisfy all creditors in full without the need for further time, expenses, and administration associated with additional liquidation of the Debtor's nominal remaining assets. As a result, there is no need or value in liquidating any remaining assets, which will be retained by the Debtor after full satisfaction of the Unclassified Claims, the Class 1 Claims, and Class 2 Claims. Counsel for the Debtor: Griffin S. Dunham, Esq. DUNHAM HILDEBRAND, PLLC 2416 21st Ave. South, Suite 303 Nashville, TN 37212 Tel: (615) 933-5850 E-mail: griffin@dhnashville.com A copy of the Amended Plan of Liquidation dated March 8, 2023, is available at https://bit.ly/3YKpMtk from PacerMonitor.com. About FMBC Investments Nashville, Tenn.-based FMBC Investments, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 21-01880) on June 18, 2021. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Charles M. Walker oversees the case. Dunham Hildebrand, PLLC and the Law Firm of Baggott Law, PLLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. FROZEN WHEELS: Seeks to Extend Plan Exclusivity to June 5 --------------------------------------------------------- Frozen Wheels, LLC asks the U.S. Bankruptcy Court for the Southern District of Florida to extend the exclusive period for the Debtor to file a plan of reorganization and to solicit and obtain acceptances thereof to June 5 and August 4, respectively. The exclusive period is currently through March 7, 2023. In its Motion, the Debtor stated that it has commenced discussion with certain of its creditors and has also commenced the process of reviewing the 12 claims filed with amounts exceeding $20 million. The Debtor further stated that it is paying its bills as they come due and has proceeded in good faith. Frozen Wheels, LLC is represented by: Glenn D. Moses, Esq. Eric D. Jacobs, Esq. VENABLE LLP 100 Southeast Second Street, Suite 4400 Miami, FL 33131 Tel: (305) 349-2300 Email: gmoses@venable.com edjacobs@venable.com About Frozen Wheels Frozen Wheels, LLC filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 22-18638) on Nov. 7, 2022. In the petition signed by Isaac Halwani, manager, the Debtor disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Laurel M. Isicoff oversees the case. Glenn D. Moses, Esq., at Venable LLP serves as the Debtor's legal counsel. FTX TRADING: Seeks to Extend Plan Exclusivity to Sept. 7 -------------------------------------------------------- FTX Trading Ltd. and its affiliated debtors and debtors-in-possession ask the U.S. Bankruptcy Court for the District of Delaware to extend the Debtors' exclusive period to file a Chapter 11 plan and to solicit acceptances thereof to September 7 and November 6, respectively. This is the Debtors' first request to extend the exclusivity periods. The current exclusivity period for filing a Chapter 11 plan and for plan acceptance ends on March 11 and May 10, respectively. The Debtors explained that these Chapter 11 cases are unquestionably large and complex, with 100 Debtors, thousands of assets, millions of customers and other parties-in-interest and billions of historical transactions. The Debtors also stated that significant challenges facing the Debtors are compounded by contemporaneous criminal and regulatory investigations, with three members of the Debtors’ former management team — Caroline Ellison, Gary Wang, and Nishad Singh—having pled guilty to crimes, and Samuel Bankman-Fried currently charged and awaiting trial. Further, the Debtors claim that they have been cooperating with, and responding to inquiries from, various international, federal and state governmental authorities and agencies regarding their prepetition actions. 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, 2022, 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. GALA SERVICE: Unsecured Creditors Will Get 5.8% Dividend in Plan ---------------------------------------------------------------- Gala Service Corp. and Linden Cab, Corp., filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement for the Small Business Plan of Reorganization dated March 13, 2023. The Debtors are taxi medallion corporations. The sole insider is Mitchell Cohen, who serves as president of the corporations and individually holds 100% of the issued and outstanding shares of the corporations. The circumstances leading to Debtors' filing under Chapter 11 were as follows: due to the proliferation of Uber and other mobile rise applications, resulting in the car drivers and owners' inability to generate income sufficient to make loan payments on the medallion loans. The medallions have consequently suffered a catastrophic decline in value causing the inability to refinance and restructure the loans. In order to reach a settlement with the medallion lender, address any deficiency, and claim other unsecured debts and the resulting cancellation of debt tax liability, the Debtors sought Chapter 11 bankruptcy protection. Class 2 consists of General Unsecured Claims. * The Claim of Pentagon Federal Credit Union with $2,786,478.10 claim amount. The claim will receive the following treatment, which represent 5.8% of the claim: (i) the downpayment in the amount of $10,000.00 will be paid to PFCU by each Debtor on the effective date of the plan; (ii) the monthly payments of $600.00 per medallion will be paid within 60 months, commencing on the effective date of the plan. The Debtors intend to retain the NYC Taxi Medallions. * The general unsecured claim of Internal Revenue Service against Linden Cab Corp with $4,242.23 claim amount. This Claim will be paid 5.8% dividend $246.04 in one lump sum payment on the effective date of the Plan. * The general unsecured claim of Internal Revenue Service against Gala Service with $4,242.23 claim amount. This Claim will be paid 5.8% dividend $246.04 in one lump sum payment on the effective date of the plan. Class 3 consists of Mitchell Cohen as equity interest holder. The equity interest holder shall retain his interest in the Debtors following confirmation, in consideration of a new value consideration, being made by them as the equity holders toward payment of general unsecured creditor claims. The Debtors' principals will contribute funds in installments over the life of the plan, on as needed basis. The Plan will be funded from funds accumulated in the Debtor in Possession bank accounts from the date of the petition and from income received from the continuing the reorganized business operations of the Debtor. A full-text copy of the Disclosure Statement dated March 13, 2023 is available at https://bit.ly/3li2qO6 from PacerMonitor.com at no charge. Attorney for Debtors: Alla Kachan, Esq. Law Offices of Alla Kachan, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Email: alla@kachanlaw.com About Gala Service Corp. Gala Service Corp. is a privately held company operating in the taxi and limousine service industry. It is based in Sunnyside, N.Y. Gala Service filed a petition for Chapter 11 protection (Bankr. E.D. N.Y. Case No. 21-43106) on Dec. 17, 2021, listing $448,092 in assets and $1,380,414 in liabilities. Mitchell Cohen, president, signed the petition. Judge Elizabeth S. Stong oversees the case. The Debtor tapped the Law Offices Of Alla Kachan P.C. as legal counsel and Wisdom Professional Services Inc. as accountant. GLOBAL PREMIER: Seeks to Extend Plan Exclusivity to May 15 ---------------------------------------------------------- Global Premier Regency Palms Oxnard LP asks the U.S. Bankruptcy Court for the Central District of California for a second extension of exclusive periods to file a Chapter 11 plan and to solicit acceptances thereto to May 15, 2023 and August 14, 2023, respectively. The period within which the Debtor has the exclusive right to file a plan, and to solicit acceptances thereto, currently expires on March 13, 2023 and June 14, 2023, respectively. The Debtor stated that there is at least a promise of success for a reorganization as its subsidiary has recently hired a Chief Restructuring Officer, who has already identified an opportunity to reduce monthly overhead by approximately $50,000. The Debtor further stated that it has received an offer from a plan sponsor that would cure and reinstate the loan with JKO Group, LLC, and provide the Debtor with the necessary working capital to ensure a successful business going forward. The Debtor, however, explained that it needs more time to try to reach an agreement with JKO on a consensual resolution of this case. About Global Premier Regency Palms Oxnard Global Premier Regency Palms Oxnard LP owns Regency Palms Oxnard, an assisted living facility in Oxnard, California. Global Premier Regency Palms Oxnard sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-10626) on Aug. 16, 2022. In the petition filed by Christine Hanna, managing member of the General Partner, the Debtor reported between $10 million and $50 million in both assets and liabilities. Judge Ronald A. Clifford III oversees the case. The Debtor tapped Garrick A. Hollander, Esq., at Winthrop Golubow Hollander, LLP as counsel and Wilshire Pacific Capital Advisors LLC as financial advisor. GLOBAL PROCESSING: Exclusivity Period Extended to April 23 ---------------------------------------------------------- Judge Thad J. Collins of the U.S. Bankruptcy Court for the District of Iowa extended Global Processing Inc.'s exclusivity period to file its Chapter 11 plan and disclosure statement to April 23, 2023. The judge also gave the Debtor until June 22, 2023 to obtain acceptances of the Chapter 11 plan. Judge Collins found that good cause has been shown to grant the requested extension. Global Processing Inc. is represented by: Ronald C. Martin, Esq. DAY RETTIG MARTIN, P.C. 150 1st Ave NE #415 Cedar Rapids, IA 52401 Tel: (319) 365-0437 Email: rmartin@drpjlaw.com About Global Processing Inc. Global Processing, Inc. -- http://www.globalprocessing.org/-- supplies customers around the world with value-added, quality, farm-grown food products. The company is based in Kanawha, Iowa. Global Processing filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Iowa Case No. 22-00669) on Oct. 24, 2022, with $10 million to $50 million in both assets and liabilities. David M. Wilcox, president of Global Processing, signed the petition. Judge Thad J. Collins oversees the case. The Debtor tapped Ronald C. Martin, Esq., at Day Rettig Martin, PC as bankruptcy counsel; Nyemaster Goode, P.C. Law Firm as special litigation counsel; and Gregory DeWeese, a professional practicing in Minnesota, as financial advisor. Mary Jensen, Acting U.S. Trustee for Region 12, appointed an official committee of unsecured creditors on Dec. 1, 2022. The committee tapped Gislason & Hunter, LLP as its counsel. GOLDEN KEY: Taps SouthBank Legal as Special Appellate Counsel ------------------------------------------------------------- Golden Key Group, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire SouthBank Legal as its special appellate counsel. The Debtor requires legal assistance to prosecute its appeal of an $8.7 million judgment entered in favor of Communications Technologies, Inc. by the Circuit Court for Fairfax County, Virginia. The appeal is pending in the case styled Golden Key Group, LLC v. Communication Technologies, Inc. (Record No. 1594-22-4). SouthBank will be paid at these rates: Of Counsel $500 per hour Partners $350 - $500 per hour Associates $300 - $350 per hour Paralegals $125 per hour As disclosed in court filings, SouthBank neither represents nor holds any interest adverse to the Debtor and its estate in the matters upon which it is to be engaged. The firm can be reached through: David A. Temeles, Jr., Esq. SouthBank Legal 418 S. Main Street Elkhart, IN 46515 Phone: 574-968-7969 Email: dtemeles@southbank.legal About Golden Key Group Golden Key Group, LLC is a professional services firm dedicated to helping federal and commercial clients solve today's strategic, organizational and operational challenges while addressing their future needs. Founded in 2002, Golden Key Group's solution offerings include Human Capital Management Support, Human Resources Operations, Employee Training and Leadership Development, Professional Consulting Services, Program Management Office, Acquisition and Category Management, Analytics and Information Technology, Executive Search Services, and Select Solutions. The company is based in Landover, Md. Golden Key Group filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 23-10414) on Jan. 20, 2023, with 1 million to $10 million in assets and $10 million to $50 million in liabilities. Gretchen McCracken, Golden Key Group's chief executive officer and managing member, signed the petition. Judge Maria Ellena Chavez-Ruark oversees the case. The Debtor tapped Paul Sweeney, Esq., at YVS Law, LLC as bankruptcy counsel and SouthBank Legal as special appellate counsel. GREELEY LAND: Property Sale Proceeds to Fund Plan Payments ---------------------------------------------------------- Greeley Land, LLC, filed with the U.S. Bankruptcy Court for the District of Colorado a Disclosure Statement to accompany the Plan of Liquidation dated March 13, 2023. The Debtor is organized as a Delaware limited liability company. Nelson Partners, LLC, a Utah limited liability company, is the Member and Manager of the Debtor, and Patrick Nelson owns the equity interests in Nelson Partners. The Debtor owns Phase 2, which includes the real property located at 1700 6th Avenue, Greeley, Colorado 80631 (the "Real Property"). Phase 2 provides off-campus student housing apartments near the University of Northern Colorado and has 126 beds. Adjacent to the Real Property is University Flats I, UFlats I – Phase 1, which is located at 1750 and 1758 6th Avenue, Greeley, CO 80631 ("Phase 1"). Phase 1 also provides off-campus student housing apartments near the University of Northern Colorado. Phase 1 has the amenities that the tenants of the Real Property use, such as a pool clubhouse, game room, grill area, game room and fitness center. The Debtor utilizes the amenities at Phase 1 pursuant to a reciprocal use agreement. Phase 1 is owned by Greeley Flats, DST, a Delaware statutory trust. Collectively, Phase 1 and Phase 2 are referred to as "University Flats." The Debtor's Plan provides for the sale of the principal asset of the Debtor, University Flats – Phase 2 ("Phase 2"), under chapter 11 of the Bankruptcy Code, along with an adjacent student housing multi-family property commonly known as University Flats – Phase 1 ("Phase 1"). Phase 1 is owned by Greeley Flats, DST ("Greeley I"). Greeley I is not in bankruptcy and will not file for bankruptcy, as it is generally paying debts as they become due and not presently under default under its mortgage. Greeley I is ready, willing, and able to sell Phase 1 with Phase 2, as a joint sale will maximize value for investors of Greeley I. Phase 1 and Phase 2 have historically been managed by the same property manager and share common amenities. Specifically, the entities have a cost sharing and reciprocal use agreement in place such that Phase 2 can use the pool and other amenities on Phase 1. The leasing office and clubhouse are also on Phase 1. If Phase 2 were to be sold separately through bankruptcy, the property would fetch a much lower market price. The purpose of marketing and selling the Debtor's assets with nonbankruptcy assets is to increase the value of the estate assets and maximize the return to all creditors and stakeholders. The Debtor's Plan provides for the operation and sale of the principal asset of the Debtor, Phase 2, under chapter 11 of the Bankruptcy Code. Pursuant to the Plan, once the Debtor's assets have been liquidated, the Debtor shall distribute the net proceeds to creditors in conformity with the Bankruptcy Code. If the Plan is approved by the Court, the Plan is the permanent restructuring of the Debtor's financial obligations. The Plan also provides a means through which the Debtor will restructure or repay its obligations. The Plan provides for the operation and orderly liquidation of the principal asset of the Debtor, i.e., Phase 2, under chapter 11 of the Bankruptcy Code. Pursuant to the Plan, once Phase 2 has been liquidated, the Debtor shall distribute net proceeds to creditors in conformity with the Bankruptcy Code. The Plan is a relatively simple chapter 11 plan. Class 6 consists of General Unsecured Claims. Holders of a Class 6 Claim shall be paid Pro Rata from the Net Sale Proceeds upon the closing of the Sale in accordance with the Waterfall Recovery specified in Section 4.06 of the Plan. Class 6 is impaired under the Plan. Class 7 consists of the prepetition member interest of Nelson Partners, as the sole member and manager of the Debtor. Class 7 is impaired under the Plan. Unless and until all Allowed Claims of a higher priority are paid in full, the holder of the Class 7 Equity Interest will receive no rights in respect of its ownership in the Debtor. If the Allowed Unsecured Claims are paid in full under the Plan, the Class 7 Equity Interest shall be paid the remaining funds (including any remaining Net Sale Proceeds) in accordance with the Waterfall Recovery. Upon the Effective Date, the Estate's Assets shall vest with the reorganized Debtor, free and clear of all liens, claims, and liabilities existing as of the Effective Date, except as otherwise provided in the Plan. The Debtor post-Effective Date will operate the Real Property consistent with the Debtor's practices during the chapter 11 Case. The Debtor shall remain in existence for the sole purpose of monetizing, liquidating, and distributing estate Assets. Upon the Effective Date, the Plan Administrator shall succeed to such powers and duties as would have been applicable to the Debtor's officers, directors, and shareholders. The Debtor's Real Property and associated Personal Property will be sold along with Phase 1 and its associated personal property. Net Sale Proceeds will be allocated in accordance with the terms of this Plan. The portion of Net Sale Proceeds allocable to Phase 2 will be used to pay Allowed Claims and, if sufficient, provide a return to the Class 7 Claim holder. The Sale of Phase 2 is the central feature of the Plan. The Debtor believes that Phase 2 currently has a value of $20.3 million or more. The Debtor believes that a sale of Phase 2 along with Phase 1 has a value of $40 million or more. The Sale, if successfully carried out, is expected to generate proceeds sufficient to pay all allowed secured and unsecured claims as well as a return to equity. A full-text copy of the Disclosure Statement dated March 13, 2023 is available at https://bit.ly/3YY0GHv from PacerMonitor.com at no charge. Attorneys for the Debtor: Michael J. Pankow, Esq. Amalia Y. Sax-Bolder, Esq. Brownstein Hyatt Farber Schreck, LLP 410 17th Street, Suite 2200 Denver, CO 80202 Telephone: (303) 223-1100 Facsimile: (303) 223-1111 Email: mpankow@bhfs.com asax-bolder@bhfs.com About Greeley Land Greeley Land, LLC, an apartment building operator, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 22-14864) on Dec. 13, 2022, with $10 million to $50 million in both assets and liabilities. Judge Michael E. Romero presides over the case. Michael J. Pankow, Esq., and Amalia Y. Sax-Bolder, Esq., at Brownstein Hyatt Farber Schreck, LLP, are the Debtor's bankruptcy attorneys. GREER TRANSPORT: Court OKs Cash Collateral Access Thru May 25 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, authorized Greer Transport LLC to use cash collateral on an interim basis, in accordance with the budget, through May 25, 2023. As previously reported by the Troubled Company Reporter, the entities that assert an interest in the cash collateral are the U.S. Small Business Administration, Arsenal Funding, BizFund, Business Capital Providers, CT Corporation System, Direct Biz Capital, DLP Funding LLC, Forward Financing, Fox Capital Inc., Fund Box, Headway Capital, Newco, Ondeck Capital Inc., Restored 121 Trust, Robin Funding Group, and Speciality Capital. The Debtor is authorized to use cash collateral to pay amounts expressly authorized by this Court; the current and necessary expenses set forth in the budget; and, additional amounts as may be expressly approved in writing by Small Business Administration. As adequate protection, the creditors will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the pre-petition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. A hearing on the matter is set for May 25 at 1 p.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3FqdvUm from PacerMonitor.com. The budget provides for total expenses, on a monthly basis, as follows: $139,385 for March 2023; $135,385 for April 2023; $133,385 for May 2023; and $133,885 for June 2023. About Greer Transport LLC Greer Transport LLC is a family-owned and operated trucking company based out of Ocala, FL. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00124) on January 20, 2023. In the petition signed by Charles A. Greer, member and manager, the Debtor disclosed $437,242 in assets and $1,696,803 in liabilities. Judge Jacob A. Brown oversees the case. Richard A. Perry P.A., represents the Debtor as legal counsel. GULF COAST BRAKE: Denial of Appellants' Motions to Abate Affirmed ----------------------------------------------------------------- In the appealed case titled Michael Nagata, Jack Van Vleit, and James (Pat) Edgar, Appellants, v. MHWirth Inc., Appellee, Case No. 01-21-00492-CV, (Tex. App.), Justice Amparo Guerra of the Court of Appeals of Texas dismisses Michael Nagata, Jack Van Vleit, and James Edgar's appeal from the trial court's order denying their motions to abate and affirms the trial court's denial of Nagata's and Edgar's special appearances. The Appellants Michael Nagata, Jack Van Vleit, and James (Pat) Edgar are the principal officers of Gulf Coast Brake & Motor, Inc. In March 2018, appellee MHWirth Inc. and Gulf Coast entered into a written Agreement concerning the sale of brake parts and intellectual property associated with Eddy Current Brakes owned by MHWirth. As part of the Agreement, appellants Nagata, Van Vleit, and Edgar signed as personal guarantors, explicitly agreeing to be "jointly and severally liable for the fulfilment by Buyer [Gulf Coast] of its payment obligations under this Agreement, as if they were the principal obligor." Gulf Coast was unable to continue making payments. Consequently, MHWirth sued Gulf Coast, along with the Appellants based on their personal guarantees, for breach of contract. The Appellants Nagata and Edgar, who reside in Louisiana, filed special appearances challenging the trial court's personal jurisdiction over them. They alleged that they did not enter into any contract with MHWirth and that to the extent there was a valid contract, the personal guarantee section of the Agreement only obligated them to guarantee Gulf Coast's payment obligations under the Agreement, and did not incorporate the forum selection clause which they contend is applicable only to Gulf Coast. Additionally, all the Appellants moved to abate the case, arguing that before MHWirth filed the underlying suit in Texas, Gulf Coast had filed a suit against MHWirth in Louisiana involving "identical claims," including breach of contract, fraud, misrepresentation, and damages. Because the "identical contractual dispute regarding the identical basis and facts" was already pending in another forum, appellants requested that the trial court abate the second lawsuit, i.e., the underlying case, filed by MHWirth. In one order, the trial court denied Nagata's and Edgar's special appearances and denied the Appellants' motions to abate. In this interlocutory appeal, the Appellants appeal from the trial court's order denying their motions to abate the case. Nagata and Edgar also appeal from the trial court's order denying their special appearances. Because the Appellants challenge two interlocutory rulings, the Court determines that only one of which is appealable by statute. Accordingly, because an interlocutory appeal is not authorized from the denial of a motion to abate, the Court dismisses that portion of the Appellants' appeal for lack of jurisdiction. The Court finds and concludes that Edgar and Nagata failed to carry their burden to demonstrate that the forum selection clause should not be enforced. Although they contend that forcing them to defend themselves in Texas would be unreasonable and unjust because this case should have been abated in favor of the Louisiana case, the evidence submitted in connection with their special appearances indicates that they are not parties to the Louisiana action -- only Gulf Coast and MHWirth are parties. Further, even if they were parties, the fact that two lawsuits might result from the application of a forum selection clause does not meet the standard for avoiding the forum selection provision. Because the evidence supports the trial court's implied finding that Nagata and Edgar consented to personal jurisdiction in Texas, and they have failed to show that the forum selection clause should not be enforced, the Court concludes that the trial court did not err in denying their special appearances. A full-text copy of the Memorandum Opinion dated March 9, 2023 is available at https://tinyurl.com/yepyrk49 from Leagle.com. About Gulf Coast Brake and Motor Gulf Coast Brake and Motor, Inc. provides remanufactured Eddy Current Brakes to the drilling industry for over 20 years. Gulf Coast Brake and Motor filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 22-50450) on July 14, 2022, with up to $500,000 in both assets and liabilities. Armistead Mason Long has been appointed as Subchapter V trustee. Judge John W. Kolwe oversees the case. The Debtor tapped H. Kent Aguillard as bankruptcy counsel; George F. May, Esq., at Twomey May, PLLC as special counsel; and Hartiens & Faulk as accountant. HAMON HOLDINGS: Unsecureds to Get 29% or 44% Under Plan ------------------------------------------------------- Hamon Holdings Corporation, et al., and the Official Committee of Unsecured Creditors submitted a Joint Chapter 11 Combined Plan and Disclosure Statement dated March 8, 2023. Pursuant to the bid procedures approved July 13, 2022, the Debtors solicited and obtained bids from nine different entities for their assets. The Debtors, in consultation with the Committee, segregated the auction for the Debtors' assets into three discrete auctions in order to maximize value: first, an auction for assets of Custodis and RCC; second, an auction for the assets of HRC; and third, an auction for the assets of Deltak. The auctions, which were run sequentially, commenced on July 28, 2022 and concluded on July 29, 2022. After multiple rounds of competitive bidding, the Debtors, in consultation with the Committee, determined that (i) the bid of Global Dominion Access USA Corp. ("Global Dominion") was the highest and best bid for the assets of Custodis and RCC; (ii) the bid of Babcock & Wilcox Enterprises, Inc. ("BWEI") was the highest and best bid for the assets of HRC; and (iii) the combined bids of ICT Deltak Holding, Inc. and SNT Energy Co. Ltd. ("ICT/SNT") together were the highest and best bid for the assets of Deltak. The Bankruptcy Court approved the sales of the Debtors' assets to the various successful bidders at the sale hearing held on August 3, 2022 and entered the sale orders the same day. The sale closed to Global Dominion closed on Sept. 26, 2022. The sale to BWEI closed on August 22, 2022. The sale to ICT/SNT closed on August 23, 2022. Under the Plan, holders of Class 3A General Unsecured Claims Against Consolidated Debtors will receive after full satisfaction of (or the establishment of an appropriate reserve for) Allowed Administrative Expense Claims, Allowed Professional Fee Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, and Allowed Secured Claims, in each case against the Consolidated Debtors, its Pro Rata Distribution of Available Cash constituting Consolidated Debtors Liquidating Trust Assets. Class 3A Distributions are subject to all statutory, equitable and contractual subordination claims, rights, defenses, objections, recoupments and offsets available to the Consolidated Debtors and their Estates. Creditors will recover 29.3% of their claims. Class 3A is impaired. Class 3B General Unsecured Claims Against Deltak will receive, after full satisfaction of (or the establishment of an appropriate reserve for) Allowed Administrative Expense Claims, Allowed Professional Fee Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, and Allowed Secured Claims, in each case against Deltak, its Pro Rata Distribution of Available Cash constituting Deltak Liquidating Trust Assets. Class 3B Distributions are subject to all statutory, equitable and contractual subordination claims, rights, defenses, objections, recoupments and offsets available to Deltak and its Estate. Creditors will recover 44.7% of their claims. Class 3B is impaired. The Plan will be funded by (i) Available Cash on the Effective Date and (ii) funds available after the Effective Date from, among other things, the liquidation of any non-Cash Liquidating Trust Assets, including without limitation Causes of Action and the Real Property. "Available Cash" means all Cash of the Liquidating Trust to be distributed to the Holders of Allowed Claims (other than any Allowed Class 6 Claims) in accordance with the Combined Plan and Disclosure Statement, including those net recoveries realized from the prosecution and/or settlement of Causes of Action, less (i) the Estimated Liquidation Expenses and (ii) the amount of Cash to be retained for the payment of Disputed Claims, from time to time. Counsel to the Debtors: Christopher M. Winter, Esq. James C. Carignan, Esq. DUANE MORRIS LLP 1201 North Market St., Suite 501 Wilmington, DE 19801 Counsel to the Official Committee of Unsecured Creditors: Francis J. Lawall, Esq. TROUTMAN PEPPER HAMILTON SANDERS LLP 3000 Two Logan Square, Eighteenth and Arch Streets Philadelphia, PA 19103 - and - Marcy J. McLaughlin Smith, Esq. TROUTMAN PEPPER HAMILTON SANDERS LLP Hercules Plaza, Suite 5100, 1313 Market Street Wilmington, DE 19899-1709 - and - Deborah Kovsky-Apap, Esq. TROUTMAN PEPPER HAMILTON SANDERS LLP 875 Third Avenue New York, NY 10022 A copy of the Disclosure Statement dated March 8, 2023, is available at https://bit.ly/3Lgm4Vl from Creditorinfo, the claims agent. About Hamon Holdings Corporation Hamon Holdings Corp., a Delaware-based engineering and contracting company, and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 22-10375) on April 24, 2022. In the petition filed by Joseph DeMartino, vice-president, Hamon Holdings listed up to $50,000 in assets and up to $50,000 in liabilities. Judge John T. Dorsey oversees the cases. The Debtors tapped Jarret P. Hitchings, Esq., at Duane Morris, LLP as bankruptcy counsel; Gellert Scali Busenkell & Brown, LLC as conflicts counsel; PHJ Consulting Services Ltd. as consultant; and B. Riley Securities, Inc. as investment banker. BMC Group, Inc. is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on May 10, 2022. The committee is represented by Troutman Pepper Hamilton Sanders, LLP. HDT HOLDCO: Moody's Lowers CFR & Senior Secured Debt to Caa1 ------------------------------------------------------------ Moody's Investors Service downgraded HDT Holdco, Inc., including the Corporate Family Rating to Caa1 from B2 and Probability of Default rating to Caa1-PD from B2-PD. Concurrently, Moody's downgraded the ratings on the company's senior secured bank credit facility to Caa1 from B2. The outlook is negative. The ratings downgrades reflect the company's declining revenue, significant cash burn and weak liquidity. Annual revenue in fiscal 2023 (fiscal year end June 30) will decline by 15% year-over-year due to lower spending by the US Department of Defense on hard and soft wall shelter structures due to shifting US military priorities. Lower demand has resulted in a buildup of inventory and cash burn. Moody's believes HDT has limited availability under the senior secured revolving credit facility because any further draws would spring a covenant that the company would be in breach of. As a result, its private equity sponsor provided additional liquidity through another revolving credit facility that is secured by a priority claim on inventory of commensurate value. Downgrades: Issuer: HDT Holdco, Inc. Corporate Family Rating, Downgraded to Caa1 from B2 Probability of Default Rating, Downgraded to Caa1-PD from B2-PD Senior Secured Bank Credit Facility, Downgraded to Caa1 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: HDT Holdco, Inc. Outlook, Remains Negative RATINGS RATIONALE The Caa1 CFR reflects HDT's relatively modest revenue base compared to other rated issuers and Moody's expectation for 2023 revenue of $300 million for the fiscal year ending June 30, 2023. This level of revenue is considerably below Moody's expectations at the time of the leveraged buyout by Nexus Capital in July 2021. HDT's revenue will remain volatile as it is vulnerable to shifting priorities in US defense spending and heavily reliant on a limited number of customers. Moody's estimates that weak operating results will result in adjusted debt/EBITDA of around 13.0x at fiscal year-end 2023 and 10.0x at fiscal year-end 2024. Liquidity is weak with negative free cash flow and limited availability under the revolving credit facilities. The Caa1 CFR is supported by HDT's good competitive standing within expeditionary markets, underpinned by sole-sourced and incumbency positions on many of its contracts. The company benefits from patent protection on some of its proprietary technology. The recent return of more normalized defense spending following the passage of the US defense budget will support incremental improvement in revenue beginning in the second half of fiscal 2023. Expense reduction initiatives will contribute to improved profitability longer-term. The negative outlook reflects Moody's expectation that HDT's liquidity will remain week over the next several quarters, driven by negative free cash flow despite higher customer bookings and declining inventory levels. Revenue volatility will remain with no large active deployments of the US army in active war zones. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded with a sustained return to at least break even free cash flow, EBITA/interest expense approaching 1.0x, Debt/EBITDA below 8.0x or greater scale. The ratings could be downgraded if liquidity further weakens or if Moody's expects HDT's probability of default to increase. HDT Holdco, Inc. ("HDT") is a leading provider of expeditionary solutions serving defense and government customers. Products include expeditionary shelters and accessories, environmental control units, power generators and management systems, specialty vehicles, robotics, and other technical products. The company is owned by entities of Nexus Capital Management. HDT generated $298 million of revenue during the twelve months ended December 31, 2022. The principal methodology used in these ratings was Aerospace and Defense published in October 2021. HIE HOLDINGS: Trustee Taps Char Sakamoto as Special Counsel ----------------------------------------------------------- Elizabeth Kane, the Chapter 11 trustee for Hie Holdings, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Hawaii to employ Char Sakamoto Ishii Lum & Ching as its special counsel. The trustee requires legal assistance in connection with the termination of the Debtor's 401 K Plan, and any other employee benefit plan. As disclosed in court filings, Char Sakamoto neither holds nor represents any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Ronald R. Sakamoto, Esq. Char Sakamoto Ishii Lum & Ching Davies Pacific Center 841 Bishop Street, Suite 850 Honolulu, HI 96813 Phone: (808) 522-5133 Fax: (808) 522-5144 About Hie Holdings HIE Holdings, Inc. is the parent entity of Royal Hawaiian Water Co., Ltd., and Hawaiian Isles Kona Coffee Company, Ltd. HIE Holdings is, in turn, owned by Michael Boulware, Julie Boulware and the Glenn Boulware Trust. Royal Hawaiian, doing business as Hawaiian Isles Water Company, operates a water bottling facility in Halawa, Oahu, while Hawaiian Isles Kona Coffee, doing business as Hawaii Coffee Roasters, distributes coffee. Royal Hawaiian sought for Chapter 11 bankruptcy protection (Bankr. D. Hawaii Case No. 22-00524) on July 30, 2022; HIE Holdings (Bankr. D. Hawaii Case No. 22-00534) on Aug. 3, 2022; and Hawaiian Isles Kona Coffee (Case No. 22-00546) on Aug. 5, 2022. The cases are jointly administered under Case No. 22-00534. At the time of the filing, each of the Debtors reported assets between $1 million and $10 million and liabilities between $1 million and $10 million. Judge Robert J. Faris oversees the cases. Chuck C. Choi, Esq., at Choi & Ito and KDL CPAs, LLC serve as the Debtors' legal counsel and accountant, respectively. Elizabeth A. Kane, the Chapter 11 trustee appointed in the Debtor's case, is represented by Pettit Law Hawai'i, LLLC. HOLDINGS MANAGEMENT: Taps Tydings & Rosenberg as Legal Counsel -------------------------------------------------------------- Holdings Management Company seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Tydings & Rosenberg, LLP as its legal counsel. The firm's services include: a. providing the Debtor with legal advice with respect to its powers and duties in the operation of its business and management of its property; b. representing the Debtor in defense of proceedings instituted to reclaim property or to obtain relief from the automatic stay under Section 362(a) of the Bankruptcy Code; c. preparing legal papers and appearing in proceedings instituted by or against the Debtor; d. assisting the Debtor in the preparation of schedules, statements of financial affairs, and any amendments thereto that the Debtor may be required to file in its Chapter 11 case; e. assisting in the evaluation of a possible sale of the Debtor's business or assets, if necessary; f. assisting the Debtor in the preparation of a plan of reorganization or orderly liquidation and a disclosure statement, if necessary; and g. assisting the Debtor with all bankruptcy legal work. Tydings & Rosenberg received a retainer in the amount of $40,000. The hourly rates of the firm's counsel and staff are as follows: Counsel and Partners $450 - $650 Associates $300 - $350 Paralegal $175 In addition, the firm will seek reimbursement for expenses incurred. Joseph Selba, Esq., an attorney at Tydings & Rosenberg, 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: Joseph M. Selba, Esq. Tydings & Rosenberg, LLP 1 E. Pratt Street, Suite 901 Baltimore, MD 21202 Telephone: (410) 752-9700 Email: jselba@tydingslaw.com About Holdings Management Company Holdings Management Company -- https://www.hmcoinc.com/ -- manufactures a wide range of commercial custom items and packages. The company is based in Savage, Md. Holdings Management Company filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 23-11233) on Feb. 24, 2023, with $4,401,707 in assets and $6,421,975 in liabilities. Monique D. Almy of Crowell & Moring, LLP has been appointed as Subchapter V trustee. The Debtor is represented by Joseph M. Selba, Esq., at Tydings & Rosenberg, LLP. HOVA MANAGEMENT: Case Summary & Four Unsecured Creditors -------------------------------------------------------- Debtor: Hova Management Group Corp. 80-88 Dumfries Place Jamaica Estates NY 11432 Business Description: Hova is engaged in activities related to real estate. The Debtor owns four properties in Jamaica, NY valued at $4.8 million. Chapter 11 Petition Date: March 16, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-40890 Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Alan C. Stein, Esq. LAW OFFICE OF ALAN C. STEIN P.C. 7600 Jericho Turnpike Suite 308 Woodbury NY 11797 Tel: (516) 932-1800 Email: Alan@alanstein.net Total Assets: $5,378,101 Estimated Liabilities: $3,903,282 The petition was signed by Esmaeil Hosseinipour as president. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7GBIJZY/Hova_Management_Group_Corp__nyebke-23-40890__0001.0.pdf?mcid=tGE4TAMA IMMEDIATE PROPERTIES: Taps Michael Jay Berger as Legal Counsel -------------------------------------------------------------- Immediate Properties, LLC 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 legal 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, investigating possible claims against the Debtor, and seeking 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 $20,000 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 Immediate Properties Immediate Properties, LLC owns 12 properties in California, having an aggregate value of $4.26 million. Immediate Properties filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10248) on Feb. 28, 2023, with $4,278,395 in assets and $3,676,696 in liabilities. Xavier Mitchell, chief executive officer of Immediate Properties, signed the petition. Judge Martin R. Barash presides over the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger represents the Debtor as counsel. INDIAN PIPE: Case Summary & Two Unsecured Creditors --------------------------------------------------- Debtor: Indian Pipe Drive LLC 19 Indian Pipe Drive Quogue, NY 11959 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. The Debtor owns in fee simple title a property located at 19 Indian Pipe Drive, Quogue, NY 11959 having an appraised value of $1.87 million. Chapter 11 Petition Date: March 15, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-70882 Judge: Hon. Robert E. Grossman Debtor's Counsel: Dawn Kirby, Esq. KIRBY AISNER & CURLEY LLP 700 Post Road Suite 237 Scarsdale, NY 10583 Tel: (914) 401-9500 Email: dkirby@kacllp.com Total Assets: $1,870,000 Total Liabilities: $1,073,082 The petition was signed by Sandra Sadowski as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZDPBFOY/Indian_Pipe_Drive_LLC__nyebke-23-70882__0001.0.pdf?mcid=tGE4TAMA INFOBLOX INC: Barings Capital Marks $2.8M Loan at 22% Off --------------------------------------------------------- Barings Capital Investment Corporation has marked its $2,843,000 loan extended to Infoblox, Inc. to market at $2,214,000 or 78% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in Barings Capital's Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on February 23, 2023. Barings Capital is a participant in a Second Lien Senior Secured Term Loan to Infoblox, Inc. The loan accrues interest at a rate of 11.7% (LIBOR+7.25%) per annum. The loan matures In December 2028. Barings Capital was formed on February 20, 2020 as a Maryland limited liability company and converted to a Maryland corporation on April 28, 2020. On July 13, 2020, Barings Capital commenced operations and made its first portfolio company investment. The Company is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. In addition, the Company has elected to be treated and intends to qualify annually as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Infoblox provides cloud-first networking and cybersecurity services. INTEGRATED COOLING: Wins Interim Cash Collateral Access ------------------------------------------------------- At the behest of Integrated Cooling Experts, Inc., the U.S. Bankruptcy Court for the Northern District of Florida, Pensacola Division, authorized the Debtor to use cash collateral effective as of the petition date. A final hearing on the request is set for May 5, 2023, at 10:00 a.m. (Central Time) at/via Telephone Conference [JCO] (888-363-4749, Access Code 1729588#, Security Code 8818#). The Debtor requires the use of cash collateral to make its payroll due on March 16, 2023. The creditors that may claim an interest in the cash collateral are: 1) United Refrigeration, Inc., pursuant to a writ of garnishment issued on February 16, 2023 in the Santa Rosa County Court; and 2) Hancock Whitney Bank pursuant to a UCC-1 Financing Statement filed on April 25, 2018 in the Florida Secured Transaction Registry. The Debtor believes it owes United approximately $12,290, and that United has the first position security interest. The Debtor believes it owes Hancock approximately $25,000. While Hancock may claim an interest in the cash collateral, the Debtor submits that Hancock's UCC-1 does not attach to the Debtor's bank account. The Debtor proposes to pay United $500 per month each in pre-confirmation adequate protection payments and grant creditors post-petition replacement liens. A copy of the motion is available at https://bit.ly/3JFKZAx from PacerMonitor.com. About Integrated Cooling Experts, Inc. Integrated Cooling Experts, Inc. operates an HVAC and equipment repair and installation business in Gulf Breeze, Florida. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-30159) on March 13, 2023. In the petition signed by Daniel Cotton, president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Byron W. Wright III, Esq., at Bruner Wright, P.A., represents the Debtor as legal counsel. ISABEL ENTERPRISES: Condo Association Says Plan Snubs Claims ------------------------------------------------------------ Creditor Elizabeth Lofts Condominiums Owner's Association objects to Isabel Enterprises, Inc. and Isabel, LLC's Third Amended Subchapter V Plan dated December 12, 2022 to the extent that the Debtors propose changes to the original Plan treatment that would alter the priority of the lien held by the Association on the real property owned by one of the debtors, Isabel, Inc. The Association also complains that the Plan does not propose to pay the Association's administrative expense claim upon confirmation and the proposed Plan does not provide that the Association shall be entitled to treat an uncured default as to the Class 3 Claimant or the Class 5 Claimant as a cross-default to its secured claim or that an uncured default on the payment of its pre-petition claim will entitle it to the same remedies that the Class 3 Claimant and the Class 5 Claimant will have under a confirmed plan. Following the filing of the Debtors' Plan, the Debtors engaged in negotiations with two of its secured creditors, OR Real Estate and the SBA. They reached an agreement and the Debtors have presented changes to the original Plan reflecting that agreement. The agreement provides that OR Real Estate holds a valid, perfected, first priority lien on the real property commonly known as 330 NW 10th Avenue, Portland, Oregon 97209 (the "Property") which is owned by Isabel, Inc., subject only to the lien for real estate taxes due to Multnomah County, and that the SBA holds a valid, perfected, second priority lien on the Property. In fact, the Association holds a valid, perfected, second priority lien on the Property. The SBA may claim that the Association agreed to partially subordinate its lien to the SBA's lien, but the SBA has abandoned that limited and contingent agreement by, among other things, reaching a different agreement with the Debtors, and any prior agreement is no longer binding upon the Association. And the Debtors do not have the authority to alter the priority of the Association's lien. The Association also objects to the Plan unless the Plan, or an order approving the Plan, provides for the payment of the Association's administrative expense claim upon confirmation. Moreover, the Association objects to the Plan unless the Plan, or an order approving the Plan, provides that the Association shall be entitled to treat an uncured post-confirmation default as to the Class 3 Claimant or the Class 5 Claimant as a cross-default to its secured claim, and that an uncured default on the payment of its pre-petition claim will entitle it to the same remedies that the Class 3 Claimant and the Class 5 Claimant will have under a confirmed plan. Attorneys for Elizabeth Lofts Condominiums Owner's Association: Patrick T. Foran, Esq. Bruce H. Orr, Esq. WYSE KADISH LLP 900 SW Fifth Avenue, Suite 2000 Portland, OR 97204 Telephone: (503) 228-8448 Facsimile: (503) 273-9135 E-mail: ptf@wysekadish.com bho@wysekadish.com About Isabel Enterprises Isabel LLC owns two tax lots consisting of a commercial unit located at 330 NW 10th Avenue, #116, Portland, Oregon 97209 and a related parking unit. Historically, Isabel LLC leased the property to affiliate Isabel Enterprises, which operated a restaurant on the premises commonly known as the Isabel Pearl. Amid deteriorating conditions in the neighborhood and the pandemic, the restaurant shut operations in July 2019. Amid an impending sale of the property as a result of a foreclosure action initially instituted by the Condominium Owners' Association, Isabel Enterprises, Inc., and Isabel LLC sought Chapter 11 protection (Bankr. D. Ore. Lead Case No. 22-30801) on May 18, 2022. In its petition, Isabel Enterprises was estimated to have $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. The Hon. Peter C. Mckittrick oversees the cases. Oren B. Haker, Esq., of Stoel Rives LLP, is the Debtors' counsel. JACOBSON DEVELOPMENT: Conversion to Chapter 7 Affirmed on Appeal ---------------------------------------------------------------- District Judge Joan M. Azrack for the Eastern District of New York affirms the Bankruptcy Court's Order converting Jacobson Development Group, LLC's Chapter 11 case to a Chapter 7 matter and denying the motion to approve its unconsummated settlement with Dom-Rez Affiliates, LLC. Sometime in February 2020, a final judgment was entered in the New York State Supreme Court in favor of an individual known as Mary Middleton and against Jacobson Development Group LLC, in the sum of $426,216. Subsequently, the Middleton Judgment was assigned to Dom-Rez Affiliates, LLC, which subsequently commenced enforcement proceedings. Approximately nine months after filing the Petition, Jacobson sought to settle with Dom-Rez, and claimed to have funds to fully satisfy the Middleton Judgment. To that end, Jacobson and Dom-Rez agreed to a settlement dated Nov. 19, 2021. Before agreeing to the Settlement, Jacobson represented that the funds available to satisfy the Middleton Judgment were in a bank account controlled by Alexander Jacobson. After hearing the parties' arguments, Bankruptcy Judge Louis A. Scarcella determined that cause existed to dismiss Jacobson's Chapter 11 case or convert it from Chapter 11 to Chapter 7 and exercised its discretion to convert rather than dismiss the case. In support of conversion, Dom-Rez highlighted that: (1) the Mortgages were estate assets, the validity of which will be determined in the Adversary Proceeding; (2) the Petition was filed merely to stop Dom-Rez's scheduled auction; and (3) Jacobson filed the Petition in bad faith. Counsel for the Office of the U.S. Trustee confirmed that conversion from a Chapter 11 case to a Chapter 7 case was in the best interest of the creditors and Jacobson's bankruptcy estate. On appeal, Jacobson argues that the Bankruptcy Court abused its discretion by: (1) converting the its Chapter 11 case to a Chapter 7 case; and (2) not approving its Settlement with Dom-Rez. A review of the Bankruptcy Court's decision to convert Jacobson's Chapter 11 bankruptcy case to a matter under Chapter 7 reveals no abuse of discretion. Indeed, the Bankruptcy Court based its decision on the arguments advanced by Jacobson at the Jan. 13, 2022 hearing, namely Jacobson's "rather clear" concession that its Chapter 11 bankruptcy case bore "no reorganization purpose." The Bankruptcy Court's decision to do so was not an abuse of discretion. Accordingly, the Court concludes that the Bankruptcy Court did not abuse its discretion by converting Jacobson's Chapter 11 Bankruptcy case to a Chapter 7 case and denies Jacobson's appeal on this ground. Likewise, the Court finds no abuse of discretion of the Bankruptcy Court's decision denying Jacobson's motion to approve the unconsummated Settlement with Dom-Rez. The Court finds that "under the terms of the Settlement, Jacobson was required to deposit the settlement funds in its counsel's attorney escrow account in advance of the hearing on its motion to dismiss. At the hearing, however, Jacobson conceded that it had failed to do so, and its counsel indicated that he "wouldn't proceed with that portion" of Jacobson's motion to dismiss at that hearing." The Court finds such a denial would not have been an abuse of the Bankruptcy Court's discretion because approving an unconsummated settlement, where one party had already defaulted, would have been both inappropriate and not in the best interests of the creditors and the bankruptcy estate." The Court thus concludes that the Bankruptcy Court did not abuse its discretion in converting Jacobson's Chapter 11 case to a Chapter 7 case and in denying Jacobson's motion to approve its unconsummated settlement with Dom-Rez. As such, the Court denies Jacobson's appeal in its entirety. The appealed case is Jacobson Development Group, LLC, Appellant, v. Office of the United States Trustee, Andrew M. Thaler, Esq. Chapter 7 Trustee of the Bankruptcy Estate of Jacobson Development Group, LLC, Gary Grossman, Ynews Inc., Quantum Leap Inc., Arabian Nights Holdings LLC, Dom-Rez Affiliates, LLC, and Babylon Jaz LLC, Appellees, Case No. 22-CV-604 (JMA), (E.D.N.Y.). A full-text copy of the Order dated March 8, 2023 is available at https://tinyurl.com/yc6556mk from Leagle.com. About Jacobson Development Group Jacobson Development Group, LLC -- a Single Asset Real Estate company (as defined in 11 U.S.C. Section 101(51B)) -- sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-70087) on Jan. 20, 2021. In the petition signed by its managing member, Alexander Jacobson, the Debtor disclosed up to $10 million in assets and up to $50,000 in liabilities. Judge Louis A. Scarcella oversees the case. Ronald D. Weiss, Esq., at RONALD D. WEISS, P.C., is the Debtor's legal counsel. JOANN INC: S&P Affirms 'CCC+' Rating on $675MM Term Loan -------------------------------------------------------- S&P Global Ratings affirmed its 'CCC+' issue-level rating on Joann Inc.'s $675 million term loan due in 2028 following the company's issuance of a new $100 million first-in, last-out (FILO) loan facility due in 2026 (unrated). S&P revised its recovery rating on the term loan to '4' from '3', reflecting lower recovery prospects given more priority debt in the company's capital structure. S&P said, "The '4' recovery rating indicates our expectation for average (30%-50%; rounded estimate: 40%) recovery for term loan holders in the event of a default. We expect the company will use the proceeds from the FILO facility to pay down a portion of the outstanding borrowings under its $500 million asset-based lending (ABL) facility and improve its liquidity position. As of Oct. 29, 2022, more than 80% of its ABL facility was drawn because of inventory pull forward and higher costs. We believe the incremental liquidity should also provide some cushion while the company executes its focus, simplify, and grow program, aimed at $200 million in annual cost reduction. We estimate an impact of over $7.5 million annually on free cash flow due to incremental interest expenses. "Our 'CCC+' issuer credit rating and negative outlook on Joann are unchanged. Joann has six consecutive quarters of declining sales, burned cash, weaker consumer demand for its products, and elevated costs. We believe a challenging macroeconomic environment, including elevated inflation, will challenge the company's ability to stabilize its operating performance." ISSUE RATINGS-RECOVERY ANALYSIS Key analytical factors -- S&P rates Joann's first-lien term loan 'CCC+'. The '4' recovery rating indicates our expectation for average (30%-50%; rounded estimate: 40%) recovery in the event of a payment default or bankruptcy. -- S&P's simulated default scenario assumes a default in 2024 because of changing consumer behavior leading to lower sewing and crafts spending while cost pressures and aggressive competition significantly reduce Joann's market share. In this modeled scenario, these events lead to steep declines in the company's sales, profitability, and cash flow and inhibit its ability to meet its debt obligations. -- In S&P's simulated scenario, it assumes the company emerges from bankruptcy to maximize lenders' recovery prospects. Therefore, S&P values it on a going-concern basis using a 5x multiple, which it applies to its projected emergence-level EBITDA. This enterprise-value multiple is in line with what it uses for other specialty retailers. Simulated default assumptions -- Simulated year of default: 2024 -- EBITDA at emergence: $141 million -- Implied enterprise value (EV) multiple: 5x -- Estimated gross EV at emergence: about $706 million Simplified waterfall -- Net EV after 5% administrative costs: $671 million -- Estimated priority claims: $396 million -- First-lien secured credit facility claims: $684 million --Recovery expectations: 30%-50% (rounded estimate: 40%) All debt amounts include six months of prepetition interest. ESG credit indicators: E-2, S-2, G-2 Ratings List ISSUE-LEVEL RATINGS AFFIRMED; RECOVERY RATINGS REVISED FROM TO JO-ANN STORES LLC Senior Secured CCC+ Recovery Rating 4(40%) 3(50%) JUNO USA: Supplemental Briefs in RideAPP Lawsuit Due on April 3 --------------------------------------------------------------- District Judge Kimba M. Wood for the Southern District of New York has issued an order directing RideAPP, Inc. and Juno USA, LP to submit, no later than April 3, 2023, their supplemental briefings to the case entitled RideAPP, Inc., Plaintiff, v. Juno USA, LP, Defendant, Case No. 18-CV-11579 (KMW), (S.D.N.Y.). In December 2018, RideAPP initiated this patent infringement action against Juno USA. Subsequently, Juno USA filed a voluntary petition for relief under Chapter 11, and pursuant to 11 U.S.C. section 362, the proceedings in this Court were automatically stayed. On Feb. 2, 2023, Juno USA's bankruptcy case was closed, and the stay was automatically terminated. As several years have passed since Juno USA's motion to dismiss was initially briefed, the Court will give the parties an opportunity to supplement their original filings. A full-text copy of the Order dated March 9, 2023 is available at https://tinyurl.com/5n6e6ctm from Leagle.com. About Juno USA Juno USA, LP also known as Juno Lab, L.P., was a ride-hailing, mobile application-based transportation network company that operated in New York, New York, where its headquarters are located. Juno launched its mobile application and began offering its services in early 2016. Prior to the Chapter 11 filing, Juno shut down its US operations. The company's website is https://gojuno.com Juno and five debtor affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-12484) on Nov. 19, 2019. In the petition signed by CRO Melissa S. Kibler, the Debtors were each estimated to have $1 million to $10 million in assets, and $100 million to $500 million in liabilities. The case has been assigned to Judge Mary F. Walrath. The Debtors tapped Chipman Brown Cicero & Cole, LLP as bankruptcy counsel; Mackinac Partners, LLC as financial advisor; and Omni Agent Solutions as notice, claims and balloting agent. K STREET LLC: Seeks to Extend Plan Exclusivity to April 24 ---------------------------------------------------------- K Street, LLC asks the U.S. Bankruptcy Court for the District of Columbia to extend the exclusivity periods for the filing of a plan of reorganization and for receiving acceptances thereof to April 24 and June 23, respectively. This is an amended unopposed motion to extend the exclusivity periods. WesBanco Bank, the secured lender on the Debtor's principal place of business located at 1219 K Street, NE; Washington DC 20002, has consented to the requested extension. About K Street LLC K Street, LLC is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). K Street filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. D.C. Case No. 22-00198) on Oct. 25, 2022, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Habte Sequar, president and member of K Street, signed the petition. Judge Elizabeth L. Gunn oversees the case. The Debtor is represented by John D. Burns, Esq., at The Burns Law Firm, LLC. KABBAGE INC: Says Wind-Down Plan Approved by Judge -------------------------------------------------- Kabbage, Inc. d/b/a KServicing, a prominent servicer and subservicer of small business loans, including Paycheck Protection Program loans ("PPP Loans"), on March 13 disclosed that the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") confirmed the Amended Joint Chapter 11 Plan of Liquidation of Kabbage, Inc. (d/b/a KServicing) and its Affiliated Debtors (the "Plan") during the March 13 hearing. The Company intends to expeditiously work towards satisfying the conditions precedent to consummate the Plan and emerge from chapter 11 (the "Effective Date"). After the Effective Date, the Plan contemplates an orderly wind down of the Company's business and operations under the supervision of the appointed wind down officer, Jeremiah Foster, for the benefit of all stakeholders. From the outset of these Chapter 11 Cases, the Company emphasized the importance of minimizing disruption to borrowers, and today's confirmation significantly furthers that purpose. Borrowers will receive information about their new servicer as it becomes available. Until such time, KServicing will continue servicing its loan portfolio and borrowers. "[Mon]day marks an important milestone for KServicing, its stakeholders and its borrowers. The Company's ability to chart its own course and present the Plan to the Bankruptcy Court for confirmation within five months of the filing date is a significant accomplishment benefiting all relevant parties. The Company's small but capable and dedicated workforce worked tirelessly to design a complicated transition process for four different parties, all while continuing to service nearly 50,000 active loans, responding to government and partner bank inquiries regarding hundreds of thousands of loans, and operating within chapter 11," Laquisha Milner, the Company's Chief Executive Officer, stated. "KServicing commenced these Chapter 11 Cases in large part to complete the final stage of the wind down of its loan servicing business –– and to maximize value for all economic stakeholders." For more information regarding the Plan, including the Plan, the Bankruptcy Court order approving the Plan and related documents, please visit the website maintained by Omni Agent Solutions, located at https://omniagentsolutions.com/KServicing, or call the Company's restructuring hotline at (866) 956-2138 (toll free U.S./Canada) or (747) 226-5953 (International). Weil, Gotshal & Manges LLP is acting as the Company's restructuring counsel, Richards Layton & Finger P.A. is acting as the Company's co-counsel and AlixPartners LLP is acting as financial advisor, in connection with the Chapter 11 Cases. About KServicing Founded in 2010 and headquartered in Atlanta, Georgia, Legacy Kabbage (a predecessor of KServicing) was one of the leading fintech providers of working capital to small businesses. Legacy Kabbage began as a proprietary online lending platform providing loan services to over 250,000 American small businesses, many of which were businesses that struggled to receive adequate funding through traditional banking institutions. For over a decade, Legacy Kabbage offered a variety of services to small business owners, including providing small business loans, access to flexible lines of credit, business checking accounts, online bill payment methods, cash flow visualization tools, and e-gift certificates through its website and software application. From 2020-2021, the Company provided and facilitated necessary funding to small business owners through PPP loans during the COVID-19 pandemic. The Company's existing technology infrastructure spearheaded its PPP work, which led to a total of $7 billion in loans being originated by the Company. The origination and servicing of PPP and small business loans to eligible borrowers was critical during a time of unprecedented health and economic uncertainty brought about by the COVID-19 pandemic. On August 16, 2020, much of the Company's business was sold to American Express Travel Related Services Company, Inc. pursuant to an executed Agreement and Plan of Merger. As a result of the merger, KServicing now operates in a limited capacity as (i) a servicer and subservicer of PPP Loans, (ii) a software services provider for lenders of PPP Loans, and (iii) a servicer of a minor portfolio of non-PPP small business loans. To learn more about us, please visit www.kservicing.com. Kabbage is a trademark of American Express used under license; Kabbage, Inc. d/b/a KServicing is not affiliated with American Express. About Kabbage Inc. d/b/a KServicing Founded in 2010 and headquartered in Atlanta, Ga., Legacy Kabbage, a predecessor of Kabbage Inc. (doing business as KServicing) -- http://www.kservicing.com/-- was one of the leading fintech providers of working capital to small businesses for over a decade. Legacy Kabbage began as a proprietary online lending platform for small businesses, providing loan services to over 250,000 American small businesses, many of which were businesses that struggled to receive adequate funding through traditional banking institutions. From 2020-2021, the company provided and facilitated necessary funding to small business owners through PPP loans during the COVID-19 pandemic. The company's existing technology infrastructure spearheaded its PPP work, which led to a total of $7 billion in loans being originated by the company. The origination and servicing of PPP Loans and small business loans to eligible borrowers was critical during a time of unprecedented health and economic uncertainty brought about by the COVID-19 pandemic. On Aug. 16, 2020, much of the company's business was sold to American Express Travel Related Services Company, Inc. As a result of the merger, KServicing now operates in a limited capacity as (i) a servicer and subservicer of PPP Loans, (ii) a software services provider for lenders of PPP Loans, and (iii) a servicer of a minor portfolio of non-PPP small business loans. To implement the wind down of their businesses, on Oct. 3, 2022, Kabbage, Inc. d/b/a KServicing and certain of its affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10951). Judge Craig T. Goldblatt oversees the cases. Kabbage Inc. estimated $500 million to $1 billion in assets and debt as of the bankruptcy filing. The Debtors tapped Weil, Gotshal & Manges, LLP as general counsel; Richards, Layton & Finger, PA as local counsel; AlixPartners, LLC as financial advisor; KPMG International Limited as fraud review services provider; Jones Day, LLP as government investigations counsel; and Marc Sullivan, managing director at Phoenix Executive Services, LLC, as chief financial officer. Omni Agent Solutions, Inc. is the Debtors' claims agent and administrative advisor. Greenberg Traurig, LLP serves as counsel to the Debtors' board of directors. KANDELA LLC: Moving Concierge Startup Files for Chapter 7 --------------------------------------------------------- Christian Bautista of The Real Deal reports moving concierge startup Kandela has filed for bankruptcy after losing a legal dispute against Porch Group, the firm that bought it in 2019, The Real Deal has learned. Beverly Hills-based Kandela, which arranged the installation of services such as Internet and cable television for people moving into new homes, attributed its insolvency to a $1.4 million award that Porch won in arbitration. Porch acquired Kandela in an $11.5 million all-stock deal in 2019. More than 100 of Kandela's employees were absorbed by Porch after the acquisition. Kandela sued in 2020, alleging that its new parent company engaged in a "stunning and systematic pattern of fraud," according to court documents. The dispute centered on $6 million in "earnouts" that Kandela was entitled to for hitting profit and revenue goals. At the time, Kandela said that Porch was "hell-bent" on ensuring that it would not get the earnouts. "Kandela discovered several material misrepresentations by Porch that revealed the impossibility of achieving the milestones contemplated by the earnouts," Kandela's new bankruptcy filing reads. In response to the lawsuit, Matt Ehrlichman, CEO of Porch, said that Kandela "oversold" its ability to hit the targets, previous reports show. Porch won in arbitration in May of last 2022. Kandela then appealed the case and lost. In September 2022, Porch filed a case to enforce the arbitration award. In its bankruptcy petition, which was filed on Monday, February 27, 2023, Kandela described itself as "a shell company with no assets or business operations," and thus no ability to pay the arbitration award. The firm said that it tried to settle the matter for "an amount it believed it could collect in satisfaction" but was refused repeatedly. "The instant filing is a result of Porch and its vindictive efforts to harass Kandela to enforce an otherwise uncollectable judgment. Kandela has no assets, no employees and no business operations. Accordingly, Kandela has filed this case to finally close this chapter of its life in the best interest of its estate and its creditors," the petition read. Kandela declared the value of its assets at $6,529. Its liabilities, meanwhile, were at nearly $1.8 million, spread between nine creditors. About Kandela LLC Kandela LLC is a Beverly Hills-based moving concierge startup. Kandela LLC sought relief under Chapter 7 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No.23-11159) on March 1, 2023. The Debtor declared assets at $6,529 and liabilities, meanwhile at nearly $1.8 million, spread between nine creditors. The case is overseen by Honorable Bankruptcy Judge Barry Russell. Brad D Krasnoff is the court-appointed Trustee. The Debtor is represented by: Jeffrey I Golden, Esq. Golden Goodrich LLP. 650 Town Center Drive, Suite 600 Costa Mesa, CA 92626 714-966-1000 Email: jgolden@go2.law KEYS MEDICAL STAFFING: Wins Cash Collateral on Final Basis ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Gainesville Division, authorized Keys Medical Staffing, LLC to use cash collateral on a final basis in accordance with the budget, through the date of the final hearing. The Debtor requires the use of cash collateral to fund critical operations. The Debtor and ARA, Inc. d/b/a Lone Oak Payroll, entered into a Conditional Letter of Agreement for Factoring and Payroll services, dated June 2, 2020, and an Amendment thereto dated May 19, 2021. As adequate protection for any diminution in the value of ARA's interests in the Pre-Petition Collateral resulting from the use of cash collateral, the Lender is valid, binding, enforceable and automatically perfected liens on and security interests in (i) all personal property of the Debtor that is of a kind or nature described as Collateral in the Factoring Agreement, whether existing or arising prior to, on or after the Petition Date, and (ii) all other personal property of the Debtor, wherever located and whether created, acquired or arising prior to, on or after the Petition Date. The Adequate Protection Lien will secure the diminution in the value of the cash collateral to ARA as of the Petition Date caused by its use by the Debtor and will be deemed automatically valid and perfected upon entry of the Order. A copy of the order is available at https://bit.ly/3LlQhCm from PacerMonitor.com. The Debtor projects total outflows, on a weekly basis, as follows: $19,450 for the week ending March 19, 2023; $20,128 for the week ending March 26, 2023; $20,128 for the week ending April 2, 2023; $21,940 for the week ending April 9, 2023; $20,455 for the week ending April 16, 2023; and $19,850 for the week ending April 23, 2023. About Keys Medical Staffing, LLC Keys Medical Staffing, LLC is a medical staffing company formed by Dr. Theresa Jones and Dr. Linnie Fletcher in 2016. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-20573) on June 28, 2022. In the petition filed by Christy Collins-French, chief operating officer, the Debtor disclosed up to $10 million in assets and up to $1 million in liabilities. Judge James R. Sacca oversees the case. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC, serves as the Debtor's counsel. KUEHG CORP: S&P Upgrades ICR to 'B', Outlook Stable --------------------------------------------------- S&P Global Ratings raised all its ratings on Oregon-based early childhood education provider KUEHG Corp. by one notch, including the issuer credit rating, to 'B' from 'B-'. S&P said, "Our stable outlook reflects our expectation that leverage will return to the mid-5x area within the next few years as the amount of federal funding decreases through 2024 and margins normalize. "Our rating action reflects our upwardly revised forecast for revenue and EBITDA in 2023, and our expectation for leverage to remain below 6x on a sustained basis. "We have increased our revenue and EBITDA expectations for 2023 to incorporate 2022 federal stimulus funding significantly above our prior base case forecast, a return to pre-pandemic levels of occupancy, and higher tuition prices. For the first three quarters of 2022, the company reported same-center occupancy rates of 69%, which is tracking well ahead of our prior base case forecast for occupancy of around 65% in 2022. KUEHG's occupancy levels are now in line with pre-pandemic levels, and we believe the company can maintain or improve upon current occupancy levels, even in a moderate recession. Additionally, it is our understanding the company has been able to raise its pricing enough to partially or fully offset significant inflationary wage pressure. "Our base case forecast for 2023 now includes an expectation for government stimulus funding of more than $200 million, compared to less than $100 million before, and EBITDA margin in the high-20% area, compared to the mid-20% area, previously driven largely by increased stimulus funding. As a result we revised our expectation for 2023 leverage to the low-4x area. While we have not forecasted significant acquisition spending for the next several years, we believe the company could utilize incremental cash flow from stimulus funding toward acquisitions that would not be leveraging, but that would be accretive to EBITDA and deleveraging given we do not net the company's cash. "Federal stimulus funding has allowed margin to expand significantly beyond pre-pandemic levels, and we expect some margin moderation as funding decreases over the next couple of years. "We now expect the company to recognize approximately $300 million in federal funding in 2022, and for the yearly funding amount to taper down through 2024, which will result in EBITDA margin substantially above historical levels, and high levels of free cash flow. However, we expect that as federal funding tapers, margin levels will return to historical levels, and the company's free cash flow generation will slow. Our forecast incorporates the expectation that the company will likely earmark cash flow for acquisitions and growth capital expenditures (capex), and will not use it for deleveraging over the next several years. However, if the company were to use cash flow for voluntary debt repayment, it could present upside to our base case forecast." The company's paydown of its preferred shares, and open market repurchases of approximately $20 million of second-lien debt are deleveraging and the company will likely maintain leverage below S&P's 6x downgrade threshold in the near term.. In September 2022, the company repurchased and retired all of its outstanding class C preferred units for a total consideration of $72.7 million. S&P said, "We treated these preferred shares as a debt because we believed that they could eventually have been replaced with debt, and we view the repurchase of these preferred shares as moderately deleveraging. We also view the repayment of these shares as a positive indicator of KUEHG's sponsor's intention to deleverage and prepare the company for an IPO." It also repurchased approximately $20 million of second-lien debt in 2022, which is slightly deleveraging. S&P said, "Macroeconomic headwinds including our forecast for a recession and rising levels of unemployment in 2023 could make the operating environment more difficult for early childhood education providers like KUEHG; however, high levels of government stimulus spending and the company's recent acquisition of premium child care provider Creme De La Creme could help to partially offset these headwinds. "We believe the company's performance is highly correlated to unemployment, and that retail-based centers tend to have more variable operating performance than employer-sponsored centers, which benefit from long-term contracts. In our view, worse-than-expected macroeconomic conditions could result in weaker-than-expected enrollment trends and lower margin expectations than our base case forecast. However, we are forecasting the company to receive more than $200 million in stimulus funding in 2023, which could help it significantly blunt any margin impact. We also believe the company has some discretion in how it utilizes incremental government stimulus funding, and could pull back on some discretionary cost of goods sold (COGS) and selling, general, and administrative (SG&A) items to preserve margin in poor operating conditions." Additionally, the company's recently acquired Creme De La Creme centers cater to a more affluent customer base that could be less heavily influenced by a recessionary environment and these centers could perform relatively well even with elevated unemployment and economic headwinds. In addition, the company generated around 37% of its revenue from subsidized programs in 2021 compared to 25%-30% prior to a significant uptick in government childcare funding in response to the COVID-19 pandemic. S&P said, "Our base case forecast incorporates the expectation that subsidies will normalize toward pre-pandemic levels through 2024. While we view the availability of subsidies as stable in the intermediate term, the company is exposed to regulatory risks and can be hindered if these subsidies are targeted for cuts in government budgets." S&P said, "Our stable outlook reflects our expectation that leverage will return to the mid-5x area within the next few years as the amount of federal funding decreases through 2024 and margins normalize. "We could revise our outlook to negative or lower our rating on KUEHG if we believed the company was likely to maintain leverage above 6x or we believed it would not generate meaningful levels of discretionary cash flow." This could occur if: -- The company's financial sponsor decided to pursue debt-funded distributions or acquisitions; or, -- Rising unemployment rates and a weaker-than-expected macroeconomic environment resulted in decreased enrollments and revenues. While unlikely as long as it is controlled by a financial sponsor, S&P could consider an upgrade if it believed the company could maintain lease-adjusted leverage below 5x and could generate free operating cash flow (FOCF) to debt above 10% once it stops receiving pandemic-related stimulus funding. This could occur if: -- S&P believed the company would be unlikely to use leverage to fund shareholder returns or acquisitions; and, -- Some combination of enrollment improvements, and new center development and acquisitions funded through cash flow allowed the company to maintain better margins. ESG credit indicators: E-2, S-3, G-3 S&P said, "Social factors are a moderately negative consideration in our credit rating analysis of KUEHG. Center utilization is close to pre-pandemic levels, and KUEHG benefits from funding in federal stimulus packages to stabilize the child care industry. However, health and safety remains an ongoing concern in the early childhood education sector. Governance is a moderately negative consideration, as it is for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns." LAURA'S ORIGINAL: Seeks Cash Collateral Access ---------------------------------------------- Laura's Original Boston Brownies, Inc. asks the U.S. Bankruptcy Court for the Southern District of California, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay operating expenses in accordance with the budget, with a 15% variance. Comerica Bank asserts an interest in the Debtor's cash collateral. Comerica is owed approximately $1.960 million. Comerica filed two UCC-1 financing statements with the California Secretary of State on March 25, 2021 as File #: U210033218324 and File #: U210033219124 asserting liens against all of Debtor's personal property of every kind. On the Petition Date, the Debtor had cash on hand of approximately $60,864, inventory valued at $2.216 million, and accounts receivable valued at $409,370. As is set forth in the Debtor's Projections, the Debtor anticipates its post-petition accounts receivable to increase significantly during the course of the case. The Debtor's projected growth will adequately protect Comerica to the extent a replacement lien is provided. A copy of the Debtor's motion and budget is available at https://bit.ly/3ZPyUyb from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $279,391 for March 2023; $236,253 for April 2023; and $158,840 for May 2023. About Laura's Original Boston Brownies, Inc. Laura's Original Boston Brownies, Inc. offers low sugar, high fiber, and clean label products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 23-00656) on March 13, 2023. In the petition signed by Laura Katleman, chief executive officer, the Debtor disclosed $6,651,309 in assets and $6,498,970 in liabilities. Paul Leeds, Esq., at Franklin Soto Leeds LLP, represents the Debtor as legal counsel. LEARFIELD COMMUNICATION: Barings Marks $67,000 Loan at 25% Off -------------------------------------------------------------- Barings Capital Investment Corporation has marked its $67,000 loan extended to Learfield Communications, LLC to market at $50,000 or 75% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in Barings Capital's Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on February 23, 2023. Barings Capital is a participant in a First Lien Senior Secured Term Loan to Learfield Communications LLC. The loan accrues interest at a rate of 7.6% (LIBOR+3.25% )per annum. The loan matures in December 2023. Barings Capital was formed on February 20, 2020 as a Maryland limited liability company and converted to a Maryland corporation on April 28, 2020. On July 13, 2020, Barings Capital commenced operations and made its first portfolio company investment. The Company is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. In addition, the Company has elected to be treated and intends to qualify annually as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Learfield Communications, LLC, dba Learfield IMG College, is an operator in the collegiate sports multimedia rights and marketing industry. Atairos Group, Inc. acquired the company in December 2016 from Providence Equity Partners, Nant Capital, and certain members of management. LIFSEY REAL ESTATE: Seeks to Hire Bush Ross as Bankruptcy Counsel ----------------------------------------------------------------- Lifsey Real Estate & Holdings, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Bush Ross, P.A. as its legal counsel. The firm's services include: a. rendering legal advice with respect to the Debtor's powers and duties as debtor-in-possession; b. preparing on behalf of the Debtor necessary motions, applications, orders, reports, pleadings, and other legal papers, including schedules of assets and liabilities; c. appearing before the Court and the United States Trustee to represent and protect the interests of the Debtor; d. assisting with and participating in negotiations with creditors and other parties in interest in formulating a chapter 11 plan, drafting such a plan and a related disclosure statement, and taking necessary steps to confirm such a plan; e. representing the Debtor in all adversary proceedings, contested matters, and matters involving the administration of this case; and f. performing all other legal services that may be necessary for the proper preservation and administration of this chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Attorneys $225 - $500 Paralegals $125 - $145 In addition, the firm will seek reimbursement for expenses incurred. Kathleen DiSanto, a shareholder of Bush Ross, disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kathleen L. DiSanto, Esq. Bush Ross, PA P.O. Box 3913 Tampa, FL 33601-3913 Telephone: (813) 224-9255 Facsimile: (813) 223-9620 Email: kdisanto@bushross.com About Lifsey Real Estate & Holdings Lifsey Real Estate & Holdings, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00817) on March 3, 2023, listing up to $50,000 in assets and $100,001 to $500,000 in liabilities. Kathleen DiSanto, Esq. at Bush Ross, P.A. represents the Debtor as counsel. LIONS GATE: Moody's Lowers CFR to B2, Under Review for Downgrade ---------------------------------------------------------------- Moody's Investors Service downgraded Lions Gate Entertainment Corp.'s (Lions Gate) corporate family rating to B2 from B1 and its probability of default rating to B2-PD from B1-PD. Moody's also placed these ratings as well as the company's debt security ratings on review for downgrade including Lions Gate's Ba2 senior secured credit facility rating and B3 senior unsecured notes ratings issued under its wholly owned US subsidiary, Lions Gate Capital Holdings LLC's (Lionsgate Capital). The downgrades were prompted by concerns over stubbornly high debt leverage which remains well above Moody's prior expectations. The review reflects the spin off plan which includes Starz and its remainco parent retaining the Lions Gate Capital Holdings LLC senior unsecured notes. If the spin off plan is completed as currently envisioned, the secured bank debt would likely be refinanced and probably at the newly spun studio entity, but as management has stated their intention for the senior unsecured notes to stay in place, they face higher fundamental risks with a stand-alone Starz issuer. Both companies may start with high leverage unless the plan includes strengthening the capital structure. The Speculative Grade Liquidity Rating is maintained at SGL-2. Lion Gates's rating outlook was changed from stable to rating under review. The review will focus on the debt capital structure including the mix of secured verses unsecured debt and expected credit metrics for Starz and any other holder of surviving rated debt post the spin-off of the Lions Gate studio and library. Ratings on any refinanced debt will likely be withdrawn upon repayment. The review will also focus on the reduction in diversity impacted by the separation and the secular pressure and competition surrounding pay TV networks like Starz. The outcome of the review could include confirming the ratings including the senior unsecured notes if leverage is significantly lower and the amount of secured debt is materially lower than the current level for the Starz entity. However, high leverage and/or a debt structure that includes a material amount of secured debt could result in a downgrade of the CFR and/or the senior unsecured notes ratings. Social and Governance considerations are relevant to the rating action. A large percentage of the company's revenue and profits are generated from the company's Starz premium linear pay television network that faces risk from weakening social and demographical consumption trends as consumers move to direct-to-consumer video-on-demand services and drop their traditional linear bundled pay TV service. The company had been transitioning the Starz platform to a direct-to-consumer television streaming video platform, with 71% of global subscribers and 62% of global revenues coming from streaming and reaching profitability in some markets. However, the company's strategies have evolved with the competitive landscape and some of the international markets faced longer term challenges in reaching profitability. Therefore, management announced plans to shut down much of its previous money losing international footprint. In the hope of unlocking the value of the studio operations and Starz, the company also announced plans to separate Starz and the Lion Gate studio operations. In addition, Lions Gate's has had sustained high leverage for several years, although it has unsuccessfully targeted more moderate leverage levels. Downgrades: Issuer: Lions Gate Entertainment Corp. Corporate Family Rating, Downgraded to B2 from B1; Placed Under Review for further Downgrade Probability of Default Rating, Downgraded to B2-PD from B1-PD; Placed Under Review for further Downgrade On Review for Downgrade: Issuer: Lions Gate Capital Holdings LLC Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Ba2 (LGD2) Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently B3 (LGD5) Outlook Actions: Issuer: Lions Gate Entertainment Corp. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The review for downgrade is prompted by Moody's concern that the company's plan for separating the studio and Starz will include Starz retaining the existing senior unsecured notes. Moody's initially expected the debt capital structure for both entities to be refinanced at the time of the split. An independent Starz without a studio and content library attached to it will likely increase fundamental risk. The potential for high stand-alone leverage may add to that risk as leverage is currently very high. Leverage will likely moderate somewhat following the company's reversal and restructuring of its broad international expansion investment in LIONSGATE+ (formerly STARZPLAY International), refocusing on a smaller profitable footprint. However, Moody's still anticipates high leverage for the B2 CFR given the secular headwinds facing linear pay television. The review will also consider the likely negative effect on already weak credit metrics assuming Starz continues to face secular headwinds as streaming entertainment platforms dominate engagement, and cord cutting in the bulk of the company's remaining markets falls around the 10% per annum range. Debt leverage is currently very high for the B2 CFR. Lower leverage could mitigate some of the secular pressure and free cash flow generation used to continue repaying debt could alleviate pressure, but ultimately, Moody's believes that the long-term trajectory includes challenges as a stand-alone entity without some bundling and distribution with other platforms. Additionally, Lions Gate's operating performance has weakened due to motion picture and TV revenue performance in recent years. However, Moody's believe the studio's current film slate appears to be the strongest it has been in years, which has kicked off with the profitable films "Plane" and "Jesus Revolution" significantly over-performing expectations, and to be followed by the eagerly-anticipated "John Wick: Chapter Four". Moody's also notes that the studio has a strong television slate as well with premium scripted series for nearly every major buyer and nine series already renewed through at least their third seasons, providing good forward visibility, and driving growing value and profitability as shows continue to be renewed. The company has suggested publicly that it has considered a capital raise which could help reduce debt. Plans regarding any such capital raise will also be an important consideration in the review. The company is operating at a time when the fast-growing competitive dynamic in US television appears to be taking shape that includes scaling content globally, which poses both an opportunity and a competitive and financial risk for the company in the future. Launching Starz in international markets was a challenge due to financial constraints as well as timing relative to the massive competition by much larger companies. Starz was originally a leveraged acquisition and Lions Gate's credit metrics have not recovered from the substantial debt financed component of the acquisition. With past weakness in the motion picture segment, Debt-to-EBITDA leverage was 9.8x (incorporating Moody's adjustments) as of the last twelve months ending December 31, 2022. Lions Gate's ESG Credit Impact Score is highly negative (CIS-4). This is due to the company's exposure to social risks (S-4) and governance risks (G-4) which are both highly negative. A large percentage of the company's revenue and profits are generated from the company's Starz premium linear pay television network that faces risk from social and demographical trends as consumers move to direct-to-consumer video-on-demand services and drop their traditional linear bundled pay TV service. Starz has limited resources to be competitive as compared to streaming competitors. However, Lions Gate also licenses, owns, and produces content which is in strong demand. The company's exposure to governance risks is highly negative given the inherent volatility that resides in the film production business, the company's sustained high leverage. Management has been very transparent but has been challenged to deliver on its metric targets. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS As the company's rating is on review for downgrade, an upgrade is not expected over the near term. The review will focus on the debt capital structure including the mix of secured verses unsecured debt and expected credit metrics for Starz and any other holder of surviving rated debt post the spin-off of the Lions Gate studio and library. The review will also focus on the reduction in diversity impacted by the separation and the secular pressure and competition surrounding pay TV networks like Starz. The outcome of the review could include confirming the ratings including the senior unsecured notes if leverage is significantly lower and the amount of secured debt is materially lower than the current level for the Starz entity. However, high leverage and/or a debt structure that includes a material amount of secured debt could result in a downgrade of the CFR and/or the senior unsecured notes ratings. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Lions Gate, domiciled in British Columbia, Canada (with its headquarters in Santa Monica, CA), is a vertically integrated content company with a diversified presence in motion picture production and distribution, television production and syndication, a 18,000-title film and television library, premium pay television networks, global distribution and sales, interactive ventures and games and location-based entertainment. Annual revenues as of LTM December 31, 2022 were approximately $3.7 billion. LTL MANAGEMENT: Exclusivity Period Extended to April 14 ------------------------------------------------------- Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey extended LTL Management, LLC's exclusive periods to file a plan of reorganization and solicit acceptances thereof to April 14 and June 14, respectively. This is the 6th order extending the Debtor's exclusivity periods. The previous order extended the Debtor's exclusive period to file a plan of reorganization to March 21, 2023. The Debtor and the Official Committee of Talc Claimants have agreed to again extend the Debtor's exclusivity periods. 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 0(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. MANCUSO MOTORSPORTS: Cash Collateral Access OK'd Thru April 21 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Mancuso Motorsports, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through April 21, 2023. In return for the Debtor's continued interim use of cash collateral, these parties are granted adequate protection for their purported secured interests in cash collateral equivalents, including the Debtor's cash, accounts receivable and inventory, among other collateral: Byline Bank Ryan Daube, as trustee of the Ryan Daube Trust DFK Direct Investments, LLC DFK Group, Inc. DFK Direct, LLC Francis Roti Ryan Daube Rob Mancuso The Debtor will maintain and pay premiums for insurance to cover the Collateral from fire, theft and water damage. The Secured Parties are granted replacement liens, attaching to the Collateral, but only to the extent of their pre-petition liens, with any valid liens attaching to the Collateral and its proceeds until further Order of Court. A further interim hearing on the matter is set for April 18 at 10 a.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3LGU5P5 from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $169,657 for the week ending March 17, 2023; $83,522 for the week ending March 24, 2023; $174,970 for the week ending March 31, 2023; $91,311 for the week ending April 7, 2023; $137,728 for the week ending April 14, 2023; and $44,872 for the week ending April 21, 2023. About Mancuso Motorsports, Inc. Mancuso Motorsports, Inc. is a privately held company that provides automotive repair and maintenance services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-14513) on December 16, 2022. In the petition signed by Jackie Cahan, CFO and COO, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Donald R. Cassling oversees the case. Scott R. Clar, Esq., at Crane, Simon, Clar & Goodman, serves as counsel to the Debtor. MANZELLA PROPERTIES: Has Deal on Cash Collateral Access ------------------------------------------------------- Citizens Business Bank, a California banking corporation, and Karen Sue Naylor, Chapter 11 Trustee of Manzella Properties, LLC, advised the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, that they have reached an agreement regarding the Debtor's use of cash collateral and now desire to memorialize the terms of this agreement into an agreed order. Prior to the Petition Date, the Debtor executed and delivered, among other documents, a series of promissory notes and/or guarantees in favor of the Lender, simultaneously granting to the Lender first and second priority security interests in the Property pursuant to duly recorded deeds of trust. The approximate outstanding balance owed by the Debtor to the Lender in the aggregate is not less than $4.150 million. The Property at 101 East Imperial Highway, Brea, California, is also encumbered by a secured property tax lien in favor of the County of Orange, representing unpaid taxes for the 2020, 2021, and 2022 roll years. The Property is improved with a single-tenant freestanding restaurant building with a gross leasable area of 11,514 square feet and a 2,614 square foot exterior patio dining area on a 0.38-acre site. The Debtor lets the Property to a related party, South County Concepts, Inc., pursuant to the terms of a written lease with a 15-year term commencing March 1, 2017. The Lender has an interest in the income generated by the Property, including but not limited to the rents tendered by South County to the Debtor. The Chapter 11 Trustee is operating the Property while preparing a proposed plan which will provide for, among other things, either a refinance of the Property and satisfaction in full of the Lender's claims, or a sale of the Property which will likewise satisfy in full the Lender's claims. The Lender consents to the Trustee's use of cash collateral from the Effective Date for a period of 180 days after the Effective Date for the purpose of remitting payments specified in the Budget. The Lender's entry into the Stipulation does not constitute an admission by the Lender that its interest in the Property is adequately protected or otherwise preclude the Lender from exercising any of its rights and remedies as a secured creditor in the bankruptcy case, including without limitation the right to file a renewed motion for relief from the automatic stay and to assert the Lender's entitlement to post-petition interest on the Lender's claims and any reasonable fees, costs, or charges provided for under the Loan Documents, in each case pursuant to 11 U.S.C. Section 506(b). A copy of the stipulation and the Debtor's budget is available at https://bit.ly/3JIzMiQ from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $35,840 for March 2023; $30,578 for April 2023; $30,839 for May 2023; and $30,328 for March 2023. About Manzella Properties Manzella Properties, LLC, a company in Brea, Calif., filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 22-11915) on Nov. 9, 2022, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Joseph Manzella signed the petition as the authorized person. Judge Scott C. Clarkson oversees the case. Fennemore Wendel and Sonoran Capital Advisors serve as the Debtor's legal counsel and financial advisor, respectively. On Jan. 20, 2023, Karen Sue Naylor was appointed as trustee in the Debtor's Chapter 11 case. Ringstad & Sanders, LLP and Malcolm Cisneros, A Law Corporation serve as her bankruptcy counsel and special counsel, respectively. MARINE WHOLESALE: Seeks to Extend Exclusivity Period to Sept. 5 --------------------------------------------------------------- Marine Wholesale and Warehouse, Co., asks the U.S. Bankruptcy Court for the Central District of California to extend its exclusivity period from March 9, 2023 to at least until September 5, 2023. The Debtor explained that in order to file a plan and disclosure statement, enough time needs to pass to allow it to: (1) resolve the objection of TTB Claim 5; (2) evaluate the legitimacy of the claims that have been and/or will be filed against it; (3) resolve any objections to any of the filed claims; and (4) assess profitability and provide projections to support the feasibility of any proposed plan. About Marine Wholesale and Warehouse Co. Marine Wholesale and Warehouse Co. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-13785) on July 12, 2022. In the petition signed by Jennifer Hartry, vice president and secretary, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Sheri Bluebond oversees the case. David R. Haberbush, Esq., at Haberbush, LLP is the Debtor's counsel. MARYLAND ECONOMIC DEVELOPMENT: S&P Cuts Rev. Bonds Rating to 'BB' ----------------------------------------------------------------- S&P Global Ratings lowered its rating on Maryland Economic Development Corp.'s (MEDCO) series 2013 housing revenue refunding bonds, issued for the Edgewood Commons housing project on Frostburg State University's campus, one notch to 'BB' from 'BB+'. The outlook is negative. The rating action reflects S&P's opinion of the university's significant enrollment decreases during the past three years that have resulted in lower occupancy compared with historical levels and debt service coverage (DSC) below the project's 1.2x covenant in fiscal 2022 and projected DSC below 1.2x in the coming fiscal years. In its opinion, the project has limited reserves beyond its debt-service-reserve fund. "We could lower the rating further if the project's occupancy were to fail to improve, if the project were to decrease below 1x coverage, and if it has to use any of its just-adequate reserves to make debt-service payments," said S&P Global Ratings credit analyst Nick Breeding. "We could revise the outlook to stable if the project were to increase occupancy to breakeven levels, such that it can reliably meet or be near 1.2x coverage while increasing available non-debt-service-reserve funds. We would view enrollment and occupancy increases at the project positively." The negative outlook reflects S&P Global Ratings' expectation that further occupancy decreases and related rental revenue, coupled with limited additional options for expense cuts, will likely continue to pressure the project's ability to meet its DSC covenant. S&P said, "We have analyzed the project's environmental, social, and governance (ESG) credit factors pertaining to its market position, management and governance, and financial performance. Health-and-safety risks, which we consider a social risk, have largely abated; we view it as neutral within our credit-rating analysis. We also view all other environmental and governance credit risks as neutral in our credit-rating analysis." MEDCO issued the series 2013 bonds, secured by project revenue, with $9.9 million in debt outstanding as of Oct. 1, 2022, to refund the series 2002A and 2002B bonds that funded an on-campus, 406-bed student-housing project completed in 2003; University System of Maryland leases the land on which the project was built to MEDCO through a ground-lease agreement with ground rent paid from surplus revenue, if any, of the project after debt service. MAVERICK BIDCO: Moody's Affirms B3 CFR & Rates New 1st Lien Debt B2 ------------------------------------------------------------------- Moody's Investors Service affirmed Maverick Bidco, Inc.'s (dba Mitratech) B3 Corporate Family Rating, B3-PD Probability of Default Rating, B2 rating on the company's first lien senior secured bank credit facilities, and Caa2 ratings on the company's second lien senior secured bank credit facilities. Concurrently, Moody's assigned a B2 rating to the company's proposed first lien senior secured bank credit facility. The outlook is stable. Net proceeds from the issuance of the new senior secured term loan will be used in conjunction with new cash equity from Ontario Teachers' Pension Plan Board ("OTPP" or "Sponsor") and co-investors, cash from the balance sheet, and a seller note to fund the acquisition of two entities, one of which has been signed and the other is under LOI. Additionally, the company's $40 million revolving credit facility will be upsized at the close of the transaction. Assignments: Issuer: Maverick Bidco, Inc. Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Affirmations: Issuer: Maverick Bidco, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD3) Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa2 (to LGD6 from LGD5) Outlook Actions: Issuer: Maverick Bidco, Inc. Outlook, Remains Stable RATINGS RATIONALE The B3 CFR reflects Mitratech's very high debt/EBITDA of mid 9x (pro forma for the proposed capital structure and two acquisitions, and excluding actioned but unrealized synergies), or mid 11x if large amounts of restructuring and transaction costs are included. The rating also considers the company's modest scale with pro forma revenues of approximately $300 million and a relatively narrow product focus within legal and compliance services and solutions. At the same time, the recent acquisitions have allowed Mitratech to improve its scale and product offerings by expanding into human resources compliance ("HRC") and governance, risk and compliance ("GRC") segments and reduce revenue concentration in the enterprise legal management ("ELM") segment. Mitratech also benefits from its stable revenue base, with approximately 95% of pro forma FY 2023 revenue considered to be recurring, solid free-cash-flow generation supported by high EBITDA margins and low capital expenditure requirements, and a blue-chip, diversified customer base. If Mitratech does not make any acquisitions, Moody's projects that the company's debt/EBITDA leverage will approach mid 8x (on a Moody's adjusted basis) over the next 12-18 months driven by organic revenue growth and realized benefits from the actioned synergies. The company's high leverage provides limited financial flexibility for mishaps given the company's modest size and weakening macroeconomic conditions. Even though leverage remains high compared to the broader B3 rating category, Mitratech's solid free cash flow generation fueled by strong EBITDA margins partially mitigate the capital structure sustainability risks. Moody's expects that Mitratech will deploy an aggressive financial policy under private equity ownership with the potential for distributions that will sustain elevated debt/EBITDA levels. Furthermore, Mitratech will likely continue its M&A growth strategy, leading to elevated integration risks and increased debt levels. However, OTPP's use of cash common equity to fund part of these most recent acquisitions partially mitigates some of these risks. Mitratech's liquidity is considered adequate supported by Moody's expectation of solid free cash flow generation over the next 12-18 months and full availability on the company's revolving credit facility, which will be upsized at the close of the transaction. Mitratech will likely spend approximately $9 million on mandatory term loan amortization and $2 million in capex expenses over the next 12 months. Moody's expects little use of the revolver over the next 12 months for potential earnout obligations associated with the company's acquisitions. Access to the revolver is governed by a net first lien leverage ratio financial covenant of 7.5x which is only tested when 35% or more of the revolver's commitment is outstanding. Moody's does not expect this financial covenant will impede access to the revolver over the next 12-18 months. The stable outlook reflects Moody's expectation of low-single digit revenue growth, which along with improving EBITDA margins, will sustain leverage around mid 8x debt/EBITDA (Moody's adjusted) over the next 12-18 months. Moody's also expects Mitratech to maintain a adequate liquidity profile and generate FCF/debt of no less than 2% over the outlook period. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Mitratech's ratings could be upgraded if operating scale is substantially increased, debt/EBITDA is sustained below 6.5x, and FCF/Debt is maintained above 7.5%. The ratings could be downgraded if Mitratech experiences organic revenue declines, sustains debt/EBITDA above 9x, produces lower free-cash-flow (i.e., approaching breakeven), or if liquidity deteriorates. ESG CONSIDERATIONS Mitratech's ESG credit impact score (CIS-4) is highly negative, primarily driven by the company's governance risks characterized by private equity ownership and associated higher financial risk tolerance. As a provider of legal, compliance and operational risk software solutions, Mitratech has neutral-to-low credit risks (E-2) from environmental considerations, consistent with the software industry. Mitratech has moderately negative credit exposure (S-3) to social risks. The company has moderate risk of reputational harm from cybersecurity breaches and data privacy concerns. In addition, human capital risks are moderately negative from Mitratech's dependence on highly skilled technical and engineering talent which is characteristic of the software sector broadly. Mitratech's exposure to governance risks is highly negative (G-4), primarily as a result of its private equity ownership and associated higher financial risk tolerance. Moody's expect the company to pursue additional debt-funded acquisitions. Lack of public financial disclosure and the absence of board independence are also governance risks. The principal methodology used in these ratings was Software published in June 2022. Mitratech, headquartered in Austin, Texas, is a provider of legal, compliance, and operational risk software solutions for law firms and corporate in-house legal departments. The company's software solutions help clients improve efficiencies and reduce legal fees by increasing transparency, predictability, and control of various legal and regulatory processes. In addition, the Company provides software solutions to address Human Resource & Compliance (HRC) and Governance, Risk & Compliance (GRC) workflows. The company is majority owned by Ontario Teachers' Pension Plan Board following their acquisition of the company from HG Capital and TA Associates in May 2021. Pro forma for all acquisitions closed as of January 31, 2023, the company generated approximately $250 million of pro forma revenue for the twelve months ending January 31, 2023. (Note: Mitratech's fiscal year end is January 31st). MAVERICK HOLDCO: S&P Rates Incremental First-Lien Term Loan 'B-' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery ratings to Maverick Holdco Inc.'s (doing business as Mitratech) incremental first-lien term loan. All of its other ratings on Mitratech, including the 'B-' issuer credit rating, are unchanged. The stable outlook reflects S&P's view that the company will improve its performance supported by the realization of acquisition synergies. Mitratech's scale and scope of operations will improve following the acquisitions, although it has a relatively small revenue base. S&P said, "We believe the company's expansion of its human resources segment will improve its scale and slightly diversify its revenue base away from enterprise legal management (ELM). We forecast its margins will taper as it incurs costs to integrate the acquired companies this year. Thereafter, we expect the company will improve its margin as it realizes synergies from its acquisitions. However, we believe Mitratech's operations will continue to lag those of its larger, more diversified peers, such as Wolter Kluewer N.V. and Thomson Reuters Corp." Given the weakening macroeconomic environment, the company's recent acquisitions entail some integration risk. The revenue from the proposed acquisitions account for about a quarter of Mitratech's total pro forma revenue. Given industry tailwinds that are supporting the absorption of legal technology solutions, the company has continued to acquire existing players to expand its services (it acquired two companies in the second half of 2022). S&P thinks Mitratech has a history of successfully integrating acquisitions, though it is cautious because inflation, increased recession risk, and rising interest rates may prevent it from realizing its projected synergies. The company's debt-funded acquisitive growth strategy weighs on its highly leveraged capital structure. Despite the accretive EBITDA from the proposed transactions, Mitratech's leverage remains above 9x. S&P said, "We do not expect any material near-term deleveraging because we believe it will maintain its strategy of expanding through debt-funded acquisitions in the highly fragmented legal management and compliance sectors. We expect Mitratech's cashflows will be mildly positive, although ongoing integration costs could weigh on its liquidity. The company's sponsor ownership constrains the potential that it will pursue prudent financial risk policies." The stable outlook reflects S&P's expectation that Mitratech will benefit from modest margin improvement in the next one to two years supported by acquisition synergies, price increases, and its high-percentage of recurring revenue. S&P could lower its ratings if Mitratech's operating performance weakens, leading to FOCF deficits, tightening liquidity, or an unsustainable capital structure. This could occur due to: -- Weakening macroeconomic conditions that lead to customer losses; -- Increased competition that leads to organic revenue declines from pricing pressure; or -- Leveraging acquisitions or shareholder dividends. Although unlikely over the next 12 months, S&P could consider upgrading Mitratech over the longer term if it consistently expands its revenue and EBITDA through product cross-selling and new customer growth, such that it sustains leverage of less than 7x and FOCF to debt in the high single digit percent area. ESG credit indicators: E-2, S-2, G-3 Governance is a moderately negative consideration, as it is for most rated entities owned by private-equity sponsors. S&P believes the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of its controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns. MEDIAN B.V.: Barings Capital Marks $3.7M Loan at 17% Off -------------------------------------------------------- Barings Capital Investment Corporation has marked its $3,729,000 loan extended to Median B.V. to market at $3,100,000 or 83% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in Barings Capital's Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on February 23, 2023. Barings Capital is a participant in a First Lien Senior Secured Term Loan to Median B.V. The loan accrues interest at a rate of 9.4% (SONIA+6%) per annum. The loan matures in October 2027. Barings Capital was formed on February 20, 2020 as a Maryland limited liability company and converted to a Maryland corporation on April 28, 2020. On July 13, 2020, Barings Capital commenced operations and made its first portfolio company investment. The Company is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. In addition, the Company has elected to be treated and intends to qualify annually as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Median B.V. is the result of the September 2021 private equity-led merger of Median (Germany) and Priory (UK), two providers of medical rehabilitation and mental care services in their respective countries. The Company's country of domicile is the Netherlands. MINOTAUR ACQUISITION: S&P Upgrades ICR to 'B', Outlook Stable ------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Oak Brook, Ill.-based Minotaur Acquisition Inc. (dba Millennium Trust Co.), a provider of retirement, consumer-directed health, financial wellbeing and custody solutions, to 'B' from 'B-'. At the same time, S&P raised its issue-level ratings on the first- and second-lien credit facilities by one notch to 'B' and 'CCC+', respectively. The respective '3' and '6' recovery ratings remain unchanged. The stable outlook reflects S&P's expectation that S&P Global Ratings-adjusted leverage will improve to the 5x area in 2023 due to higher interest rates and customer account growth. S&P said, "We expect Millennium's gross S&P Global Ratings-adjusted leverage will improve to the 5x area in 2023 and remain well below 6.5x even if macroeconomic conditions weaken. Millennium's pro forma S&P Global Ratings-adjusted gross leverage improved to the low-6x area in 2022 from over 7x in May 2022 when it completed its debt-financed acquisition of PayFlex Health Systems. We forecast its leverage will improve to 5x by the end of 2023 as higher base interest rates and strong bank demand for deposits significantly improve the blended net interest spread the company earns on its customers' funds. We expect this will increase Millennium's high-margin net interest income and EBITDA." About 64% of the company's customer deposits are governed by fixed-rate, multi-year contracts laddered out like a medium-term bond portfolio. This mitigates the risk of rapid spread degradation when interest rates decline, while also limiting near-term spread improvement when rates rise. Nevertheless, the higher interest rates earned on new and renewing customer funds, as well as rates earned on the customer funds governed by floating-rate terms, should provide sufficient tailwinds for EBITDA expansion. S&P said, "We expect this will improve its S&P Global Ratings-adjusted leverage to 5x in late 2023 even if an economic recession sharply decelerates the expansion of its customer accounts and funds. We believe there is high visibility into Millennium's operating performance over the next few years because the company placed significant customer funds held in cash during periods of lower interest rates at much higher rates under multi-year deals." S&P said, "We forecast Millennium will generate solid free operating cash flow (FOCF) despite higher interest costs.Under our updated base-case forecast, we expect Millennium will generate FOCF to debt of about 8%-9% in 2023 compared with about 6% in 2022. Our base case incorporates full-year contributions from PayFlex, a decline in the associated carveout and integration expenses, and rising net interest income. This is offset by projected growth of over 30% in the company's interest expense in 2023 due to higher base interest rates. "We believe Millennium is demonstrating strong execution in its integration of PayFlex. We expect it will realize most targeted information technology (IT) cost synergies along with significant revenue synergies by placing certain PayFlex customer deposits at materially higher interest rates with its core banking partners. We expect incremental revenue of over $70 million annually with very high flow through to EBITDA and cash flow. We expect demographic and regulatory tailwinds, increased investments in the PayFlex sales team, and the stability in overall retirement plan participants will support account growth over our forecast period." Large debt-funded acquisitions or shareholder returns could weaken the company's positioning at the 'B' rating. Millennium will likely continue pursuing acquisitions, both smaller tuck-in targets and larger transformative acquisitions, as it aims to diversify its high exposure to interest rates. Historically, the company has used its revolving credit facility to fund tuck-in acquisitions and issued incremental term debt to fund larger deals. Targets that enable Millennium to diversify its financial well-being offerings and scale its platform are costly, with expected EBITDA valuation multiples in the mid-teens area on a fully pro forma synergy adjusted basis. While its acquisitions are typically leveraging, S&P believes the company will benefit from the enhanced scale and diversity, cross-selling opportunities, and minimal integration execution risks they will provide. S&P said, "Our assessment also incorporates the risk of leveraging shareholder returns. While Millennium's financial sponsor owners have not taken a dividend since the 2019 leveraged buyout, a sizeable debt-funded dividend could weaken its positioning at the 'B' rating. Other key risk factors in our assessment include a large withdrawal of customer funds amid deteriorating consumer finances during a recession, or regulatory changes that increase the client credited interest rate or reduce the cash-out limit. "We expect Millennium's performance will remain resilient even if partner bank balance sheets become stressed. Each customer's funds are placed under individual custodial accounts with Millennium's partner banks. All customer balances are therefore in accounts worth less than $250,000 and are FDIC-insured in the event of bank insolvency. The company's customer deposits are placed with 49 different banks including large, national banks and smaller regional banks. "The stable outlook reflects our expectation that S&P Global Ratings-adjusted leverage will improve to the 5x area in 2023 due to higher interest rates and customer account growth. "We could lower our ratings if we expect the company's cash flow generation will weaken such that FOCF to debt declines toward the low-single-digit percent range, or S&P Global Ratings-adjusted gross leverage remains over 6.5x on a sustained basis." This could occur if: -- Client attrition or increased account withdrawals contract customer cash deposits; -- Its net interest income materially declines due to spread compression or difficulty obtaining favorable terms on client cash demand deposits; or -- It pursues large debt-funded acquisitions or shareholder distributions. While unlikely over the next year, S&P could raise the issuer credit rating if the company both broadens its product mix and reduces its S&P adjusted gross leverage below 5x on a sustained basis. In this scenario: -- The company executes its growth strategy such that it broadens its product mix, increases its net interest income, and expands its serviced account base, resulting in double-digit percent organic revenue growth and S&P Global Ratings-adjusted EBITDA margins in the high-50% area; and -- The company demonstrates a commitment to maintaining S&P Global Ratings-adjusted leverage below 5x, which it could achieve through voluntary debt repayment. ESG credit indicators: E-2, S-2, G-3 Governance is a moderately negative consideration, as it is for most rated entities owned by private-equity sponsors. S&P believes the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns. MOMENTIVE INC: Symphony Transaction No Impact on Moody's 'B2' CFR ----------------------------------------------------------------- Moody's Investors Service said that Symphony Technology Group's ("STG") acquisition of Momentive Inc. is credit positive for Momentive. STG is a private equity firm specializing in data, software and analytics companies. On March 13, 2023, Momentive announced a definitive agreement to be taken private in an all-cash transaction valuing Momentive at about $1.5 billion. Transaction benefits for Momentive include STG's investment experience and expertise in data, software, and analytics that can be leveraged to scale Momentive's customer base and product suite and reduced costs from going private, in Moody's view. While Moody's views the announcement as credit positive, Momentive's B2 Corporate Family Rating and stable outlook are unaffected at this time. The company expects the transaction to close in the second or third quarter of 2023, subject to customary closing conditions, including Momentive shareholder approval and required regulatory approvals. If the transaction closes as expected with all of Momentive's debt paid off at closing, Moody's will withdraw the ratings of Momentive. Momentive (NASDAQ:MNTV), based in San Mateo, CA, is a leader in agile software solutions for customer experience, market research, and survey feedback. The company's platform empowers more than 14 million active users to analyze and act on feedback from employees, customers, website and app users, and market research respondents. Momentive's products, enterprise solutions, and integrations enable over 330,000 organizations to deliver better customer experiences, increase employee retention, and unlock growth and innovation. Revenue for the year 2022 was $481 million. NARDA ACQUISITIONCO: Barings' $68,000 Loan Has Steep Discount ------------------------------------------------------------- Barings Capital Investment Corporation has marked its $68,000 loan extended to Narda Acquisitionco., Inc to market at $3,000 or 4% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in Barings Capital's Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on February 23, 2023. Barings Capital is a participant in a Revolver loan to Narda Acquisitionco., Inc. The loan accrues interest at a rate of 10.2% (LIBOR+5.50%) per annum. The loan matures in December 2027. Barings Capital was formed on February 20, 2020 as a Maryland limited liability company and converted to a Maryland corporation on April 28, 2020. On July 13, 2020, Barings Capital commenced operations and made its first portfolio company investment. The Company is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. In addition, the Company has elected to be treated and intends to qualify annually as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Narda AcquisitionCo, Inc. is a portfolio company of investment affiliates of J.F. Lehman & Company. Narda-MITEQ designs and manufactures a complete line of high-performance RF components and subsystems for the microwave electronics community. NAVARRO PECAN: Seeks to Hire Joann Means as Special Counsel ----------------------------------------------------------- Navarro Pecan Company, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Joann Means, Esq., a practicing attorney in Fort Worth, Texas, as special counsel. The Debtor needs legal assistance in connection with the operation of its shelling plant and related enterprises in Navarro County, Texas, along with the sale of pecan nutmeats to both domestic and foreign customers. The attorney and her legal assistant will be paid at these rates: Joann H. Means, Attorney $450 per hour Michelle Arrington, Legal Assistant $150 per hour Ms. Means disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Joann H. Means, Esq. Attorney At Law 4200 South Hulen Street, Suite 680 Fort Worth, TX 76109 Tel: (817) 738-7080 Fax: (817) 900-3331 Email: jmeans@jhmeanslaw.com About Navarro Pecan Company Founded in 1977, Navarro Pecan Company Inc. is a pecan sheller that owns a state-of-the-art facility in Corsicana, Texas. Its pecans are found in a variety of brand-name food products in the ice cream, confectionery, cereal, snack food and bakery industries. Navarro Pecan Company filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 23-40266) on Jan. 30, 2023. In the petition filed by its chief restructuring officer, Brad Walker, the Debtor reported $10 million to $50 million in both assets and liabilities. Judge Edward L. Morris oversees the case. The Debtor tapped Joshua N. Eppich, Esq., at Bonds Ellis Eppich Schafer Jones, LLP as bankruptcy counsel and Joann H. Means, Esq., a practicing attorney in Fort Worth, Texas, as special counsel. NELSON BROTHERS: Exclusivity Period Extended to April 17 -------------------------------------------------------- Judge Carl L. Bucki of the U.S. Bankruptcy Court for the Western District of New York extended the periods within which Nelson Brothers West Seneca Investor Units, LLC may exclusively file and solicit acceptance of a potential chapter 11 plan of reorganization to April 17 and June 16, respectively. Judge Bucki found that the extension is in the best interests of the debtor, the debtor's bankruptcy estate, the debtor's stakeholders and other parties in interest. About Nelson Brothers West Seneca Investor Units Nelson Brothers West Seneca Investor Units, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 22-10980) on Oct. 19, 2022, with up to $10 million in both assets and liabilities. Brian Nelson, an authorized representative, signed the petition. Judge Carl L. Bucki oversees the case. Benesch, Friedlander, Coplan & Aronoff, LLP is the Debtor's legal counsel. NGV GLOBAL: Exclusivity Period Extended to March 24 --------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the District of Texas extended the exclusivity period of the debtors NGV Global Group, Inc., Natural Gas Vehicles Texas, Inc., Natural Gas Supply, LLC, and Natural Gas Logistics Inc. The judge determined that cause exists to extend the exclusive periods during which only the Debtors may file a plan of reorganization to March 24, 2023. About NGV Global Group NGV Global Group, Inc. is a global technology company that designs, manufactures, distributes and supports natural gas operated medium and heavy-duty commercial vehicles sold worldwide. It manufactures natural gas engines, fuel storage units and fueling systems for application in its own products and for sale to third party companies interested in the conversion of trucks and buses to operate on natural gas completely (dedicated) or in conjunction (duel-fuel) with diesel fuel. NGV Global Group also owns and operates a gas transportation company, which is registered with the U.S. Department of Transportation (DOT) allowing it to safely transport multiple substances across the U.S. including: CNG, LNG, Hydrogen, Oxygen, Nitrogen and other hazardous materials and gases. On Nov. 17, 2022, NGV Global Group and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 22-42780). In the petition signed by its chief executive officer, Farroukh Zaidi, NGV Global Group disclosed up to $50 million in assets and up to $100,000 in liabilities. Judge Mark X. Mullin oversees the cases. Jeff P. Prostok, Esq., at Forshey Prostok, LLP and Harney Partners serve as the Debtors' legal counsel and financial advisor, respectively. NGV GLOBAL: Seeks to Extend Plan Exclusivity to September 18 ------------------------------------------------------------ NGV Global Group, Inc., Natural Gas Vehicles Texas, Inc., Natural Gas Supply, LLC, and Natural Gas Logistics Inc. asks the U.S. Bankruptcy Court for the Northern District of Texas for an extension to the exclusive periods during which only the Debtors may file and solicit acceptances of a Chapter 11 plan to September 18 and November 16, respectively. Currently, the exclusivity period during which only the Debtors may file a plan expires on March 17, and the exclusivity period for confirmation of the Debtors' plan expires on May 16. The Debtors contended that although they have made great progress in negotiating with creditors and reducing their workforce to focus on the profit-making sectors of their businesses, there is cause for the requested extensions because additional time is needed to continuing working with creditors, formulating a plan, and creating financial models necessary to propose a plan. About NGV Global Group NGV Global Group, Inc. is a global technology company that designs, manufactures, distributes and supports natural gas operated medium and heavy-duty commercial vehicles sold worldwide. It manufactures natural gas engines, fuel storage units and fueling systems for application in its own products and for sale to third party companies interested in the conversion of trucks and buses to operate on natural gas completely (dedicated) or in conjunction (duel-fuel) with diesel fuel. NGV Global Group also owns and operates a gas transportation company, which is registered with the U.S. Department of Transportation (DOT) allowing it to safely transport multiple substances across the U.S. including: CNG, LNG, Hydrogen, Oxygen, Nitrogen and other hazardous materials and gases. On Nov. 17, 2022, NGV Global Group and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 22-42780). In the petition signed by its chief executive officer, Farroukh Zaidi, NGV Global Group disclosed up to $50 million in assets and up to $100,000 in liabilities. Judge Mark X. Mullin oversees the cases. Jeff P. Prostok, Esq., at Forshey Prostok, LLP and Harney Partners serve as the Debtors' legal counsel and financial advisor, respectively. NORDSTROM CANADA: To Restructure Under CCAA Proceedings ------------------------------------------------------- Nordstrom Canada Retail, Inc., Nordstrom Canada Holdings, LLC and Nordstrom Canada Holdings II, LLC commenced court-supervised restructuring proceedings under the Companies' Creditors Arrangement Act, as amended ("CCAA") by obtaining an order ("Initial Order") from the Ontario Superior Court of Justice (Commercial List) ("Court"), which, among other things, provides for a stay of proceedings until March 12, 2023 ("Stay Period"). The Stay Period may be extended by the Court from time to time. Although the limited partnership Nordstrom Canada Leasing LP ("Canada Leasing LP") is not an applicant in the CCAA proceedings, the stay of proceedings and other benefits and requirements of the Initial Order were also extended to Canada Leasing LP. Pursuant to the Initial Order, Alvarez & Marsal Canada Inc. was appointed as monitor ("Monitor") of the business and financial affairs of the Nordstrom Canada Entities. A copy of the Initial Order and all materials filed in these proceedings may be obtained at the Monitor's website at https://www.alvarezandmarsal.com/NordstromCanada or on request from the Monitor by calling 1-844-768-8244 or by emailing NordstromCanada@alvarezandmarsal.com. Pursuant to the Initial Order, during the Stay Period, all persons having oral or written agreements with the Nordstrom Canada Entities or statutory or regulatory mandates for the supply of goods and/or services are restrained until further Order of the Court from discontinuing, altering, interfering with or terminating the supply or license of such goods or services as may be required by the Nordstrom Canada Entities, provided that the normal prices or charges for all such goods or services received after the date of the Initial Order are paid by the Nordstrom Canada Entities in accordance with normal payment practices of the Nordstrom Canada Entities, or such other terms as may be agreed upon by the supplier or service provider and the Nordstrom Canada Entities and the Monitor, or as may be ordered by the Court. During the Stay Period, all parties are prohibited from commencing or continuing legal action against the Nordstrom Canada Entities and all rights and remedies of any party against or in respect of the Nordstrom Canada Entities or their assets are stayed and suspended except with the written consent of the Nordstrom Canada Entities and the Monitor or leave of the Court. The Initial Order appointed the law firm Ursel Phillips Fellows Hopkinson LLP ("Employee Representative Counsel") to act as representative counsel to all store-level employees and certain non-store level employees of the Nordstrom Canada Entities at no cost to such Represented Employees. If you are a Represented Employee, you can expect to receive communication directly from Employee Representative Counsel. For additional information, please consult the website of Employee Representative Counsel at https://www.upfhlaw.ca. If you wish to speak to Employee Representative Counsel, please contact them by email at NordstromCanada@upfhlaw.com or by phone at 1-866-308-1771. If you have any questions regarding the foregoing or require further information, please consult the Monitor’s website at https://www.alvarezandmarsal.com/NordstromCanada or should you wish to speak to a representative of the Monitor, please contact the Monitor at 1-844-768-8244 or by emailing NordstromCanada@alvarezandmarsal.com. Counsel to the Nordstrom Canada Entities: Osler, Hoskin, & Harcourt LLP 100 King Street West 1 First Canadian Place, Suite 6200 P.O. Box 50 Toronto, ON M5X 1B8 Tracy C. Sandler Direct: 416-862-5890 Email: tsandler@osler.com Jeremy Dacks Direct: 416-862-4923 Email: jdacks@osler.com Martino Calvaruso Direct: 416-862-6665 Email: mcalvaruso@osler.com Marleigh Dick Direct: 416-862-4725 Email: mdick@osler.com Monitor can be reached at: Alvarez & Marsal Canada Inc. Royal Bank Plaza South Tower 200 Bay Street, Suite 2900 P.O. Box 22 Toronto, ON M5J 2J1 Doug McIntosh Direct: 416-847-5150 Email: dmcintosh@alvarezandmarsal.com Al Hutchens Direct: 416-847-5159 Email: ahutchens@alvarezandmarsal.com Nate Fennema Direct: 416-847-5183 Email: nfennema@alvarezandmarsal.com Skylar Rushton Direct: 416-847-5173 Email: srushton@alvarezandmarsal.com Connor Good Direct: 705-717-9025 Email: cgood@alvarezandmarsal.com Counsel to Monitor: Goodmans LLP Bay Adelaide Centre - West Tower 333 Bay Street Suite 3400 Toronto, ON M5H 2S7 Brendan O'Neill Direct: 416-849-6017 Email: boneill@goodmans.ca Bradley Wiffen Direct: 416-597-4208 Email: bwiffen@goodmans.ca Andrew Harmes Direct: 416-849-6923 Email: aharmes@goodmans.ca Brennan Caldwell Direct: 416-849-6896 Email: bcaldwell@goodmans.ca Canadian counsel to Nordstrom Inc.: Fasken Martineau Dumoulin Llp Bay Adelaide Centre 333 Bay Street, Suite 2400 Toronto, ON M5H 2T6 Aubrey Kaufmann Direct: 416-868-3538 Email: akauffman@fasken.com Daniel Richer Direct: 416-868-4445 Email: dricher@fasken.com Employee Representative Counsel: Ursel Phillips Fellows Hopkinson LLP 555 Richmond St. W. Suite 1200 Toronto, ON M5V 3B1 Susan Ursel Direct: 416-969-3515 Email: SUrsel@upfhlaw.ca Karen Ensslen Direct: 416-969-3518 Email: KEnsslen@upfhlaw.ca Counsel to the Directors and Officers of the Nordstrom Canada Entities: Chaitons LLP 5000 Yonge Street, 10th Floor Toronto, ON M2N 7E9 Harvey Chaiton Direct: 416-218-1129 Email: harvey@chaitons.com George Benchetrit Direct: 416-218-1141 Email: george@chaitons.com Trustee of the Nordstrom Canada Employee Trust: Gale Rubenstein c/o of Goodmans LLP Bay Adelaide Centre 333 Bay St, Suite 3400 Toronto, ON M5H 2S7 Email: grubenstein@goodmans.ca Nordstrom Canada Retail Inc. is the Canadian operating entity of the Nordstrom Group. Nordstrom Canada is a corporation incorporated pursuant to the laws of British Columbia and is an indirect subsidiary of Nordstrom US. Nordstrom Canada serves as the customer retail sales entity for the Nordstrom Group in the Canadian market and is the employer of the employees working in Canada. Nordstrom Canada is a wholly-owned subsidiary of Nordstrom International Limited ("NIL"). NIL is in turn a wholly-owned subsidiary of Nordstrom US. NORTH SHORE: Seeks to Hire Kutner Brinen Dickey Riley as Counsel ---------------------------------------------------------------- North Shore Associates, LLP seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Kutner Brinen Dickey Riley, P.C. as its legal counsel. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor under the Bankruptcy Code; (b) aid the Debtor in the development of a plan of reorganization under Chapter 11; (c) file pleadings, reports and actions, which may be required in the continued administration of the Debtor's property under Chapter 11; (d) take necessary actions to enjoin and stay until final decree continuation of pending proceedings, and enjoin and stay until final decree commencement of lien foreclosure proceedings and all matters provided under Section 362 of the Bankruptcy Code; and (e) perform other necessary legal services for the Debtor. The hourly rates of the firm's counsel and staff are as follows: Jeffrey S. Brinen $500 Jenny Fujii $410 Jonathan M. Dickey $350 Keri L. Riley $350 Contract Attorney $350 Paralegal $100 In addition, the firm will seek reimbursement for expenses incurred. The firm holds a post-petition retainer in the amount of $6,267. Keri Riley, Esq., an attorney at Kutner Brinen Dickey Riley, 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: Keri L. Riley, Esq. Kutner Brinen Dickey Riley, PC 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Telephone: (303) 832-3047 Email: klr@kutnerlaw.com North Shore Associates North Shore Associates, LLP is a single asset real estate as defined in 11 U.S.C. Section 101(51B). North Shore Associates filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-10808) on March 6, 2023, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtor stated it has no creditors holding unsecured claims. Judge Joseph G Rosania Jr. oversees the case. Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, PC represents the Debtor as legal counsel. OAKLAWN HOSPITAL: Moody's Puts Ba1 Rating on Review for Downgrade ----------------------------------------------------------------- Moody's Investors Service has placed Oaklawn Hospital's (MI) Ba1 rating on review for downgrade. The organization has $72 million of debt outstanding. The outlook has been revised to ratings under review from stable. RATINGS RATIONALE Oaklawn Hospital's Ba1 rating has been placed under review for downgrade, due to the hospital's decline in operating performance over the last several months. Losses in recent months will contribute to lower than historical liquidity balances over the near term and may result in Oaklawn violating its debt service coverage covenant for fiscal 2023 (March 31). The Ba1 reflects Oaklawn's relatively small size and scope of operations and its status as a single site hospital with sizeable competitors in the secondary service area, balanced against historically good financial performance and favorable operating leverage metrics. Additional considerations include a modest liquidity position that has historically been around 150 days cash (excluding Medicare Advances) and under 100% cash to debt; days cash is currently somewhat weaker with about 130 - 150 days. Moody's review will focus on Oaklawn's plans to restore financial performance, capital spending plans and cash preservation efforts. Moody's will also review the steps Oaklawn can take to avoid a covenant violation and negotiations with creditors. RATING OUTLOOK The rating is under review for possible downgrade as Moody's assess Oaklawn's turnaround plans and capital spending and cash preservation strategies for fiscal 2024. Moody's will also consider the likelihood and impact of a potential debt service coverage violation and Oaklawn's strategies to restore financial performance. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING Meaningful improvement in operating cash flow Strengthening of leverage and financial covenant metrics Balance sheet improvement FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING Inability to resolve a covenant violation in a way that doesn't materially weaken Oaklawn's financial position Expectations of continued erosion of liquidity and weak cash flow LEGAL SECURITY The bonds are secured by a gross revenue pledge of the obligated group bolstered by an account control agreement, as well as a mortgage on the Oaklawn Hospital site in Marshall, MI. Covenants include a rate covenant of 1.1x and 60 days cash on hand. Coverage under 1.0x is an event of default and bonds may be accelerated with 25% bondholder approval; coverage between 1.0x and 1.1x requires a consultant call in. PROFILE Ella E.M. Brown Charitable Circle, d/b/a Oaklawn Hospital is a single-hospital system with 94 licensed beds, 15 miles southeast of Battle Creek, in Marshall, MI, the county seat of Calhoun County. Oaklawn, a Level III trauma designated hospital, is the leading healthcare provider in its primary service area covering two thirds of Calhoun County and parts of Eaton, Jackson, and Branch counties. METHODOLOGY The principal methodology used in this rating was Not-For-Profit Healthcare published in December 2018. PASO DEL NORTE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Paso Del Norte Materials, LLC 8000 Escobar Dr. El Paso, TX 79907 Chapter 11 Petition Date: March 15, 2023 Court: United States Bankruptcy Court Western District of Texas Case No.: 23-30252 Debtor's Counsel: E.P. Bud Kirk, Esq. E.P. BUD KIRK 600 Sunland Park Dr. Building Four, Ste. 400 El Paso, TX 79912 Tel: (915) 584-3773 Fax: (915) 581-3452 Email: budkirk@aol.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by J& S Rosales, Ltd., 99% Limited Partner, J&S Rosales, Mgmt, LLC, 1% General Partner, Joe A. Rosales, Jr., managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NIRQ6OY/Paso_Del_Norte_Materials_LLC__txwbke-23-30252__0001.0.pdf?mcid=tGE4TAMA PCL PROPERTIES: Taps Law Offices of Dirk J. Oudemool as Counsel --------------------------------------------------------------- PCL Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to hire the Law Offices of Dirk J. Oudemool to handle its Chapter 11 proceedings. The firm will charge $275 per hour for the services of its attorney, Dirk Oudemool, Esq. The firm received a retainer in the amount of $5,000, plus filing fees. The Law Offices of Dirk J. Oudemool neither holds nor represents any interest adverse to the Debtor and its estate, as disclosed in court filings. The firm can be reached through: Dirk J Oudemool, Esq. Law Offices of Dirk J. Oudemool 333 E Onondaga St #600 Syracuse, NY 13202 Phone: +1 315-474-7447 Email: dirkj5640@outlook.com About PCL Properties PCL Properties, LLC is in the business of leasing storage space, commercial space and vacant land. The company is based in Oswego, N.Y. PCL Properties filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-30066) on Feb. 16, 2023, with $1 million to $10 million in both assets and liabilities. Michael Brummer-Trustee has been appointed as Subchapter V trustee. Judge Robert E. Littlefield, Jr. oversees the case. The Debtor is represented by the Law Offices of Dirk J. Oudemool. PICCARD PETS: Court OKs Cash Collateral Access Thru April 17 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, authorized Piccard Pet Supplies, Corp. to use cash collateral on an interim basis in accordance with the budget, through the date of the hearing set for April 17, 2023 at 2 p.m. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the United States Trustee for quarterly fees; and (b) the current and necessary expenses set forth in the budget. As adequate protection, the Cash Collateral Creditors are granted valid, binding, enforceable, and perfected liens co-extensive with the Cash Collateral Creditors prepetition liens in all of the following property the Debtor now owns or may acquire in the future: (i) all inventory; (ii) any right, title or interest in the Debtor's online seller accounts; (iii) all accounts, chattel paper, deposit accounts, documents, instruments, investment property, or general intangibles; (iv) all equipment, goods, inventory and other tangible personal property located in the U.S; (v) any books and records pertaining to the collateral; and (iv) any insurance, proceeds or products of the foregoing. The Replacement Liens are in addition to the prepetition liens evidenced by the respective agreements with the Cash Collateral Creditors, and will remain in full force and effect notwithstanding any subsequent conversion or dismissal of the case. The Replacement Liens granted to the Cash Collateral Creditors will have the same priority position as existed in the Cash Collateral Creditors Prepetition Collateral prior to the Petition Date and will be valid and enforceable as of the Petition Date. As further adequate protection with respect to Ameris Bank, the Debtor will make monthly adequate protection payments to Ameris Bank in the amount of $5,000 commencing March 9, 2023, with payments due on the first of each subsequent month. Amazon Capital Services, Inc. and Amazon.com Services LLC will hold allowed administrative claims under 11 U.S.C. section 507(b) with respect to the adequate protection obligations of the Debtor to the extent that the Replacement Liens do not adequately protect the diminution in value of the interests of ACS in its prepetition collateral and such administrative claims will be junior and subordinate only to any superpriority claim of the kind ordered by the Court and specified in 11 USC section 364. As further adequate protection with respect to ACS in accordance with 11 U.S.C. Section 363(e), Amazon will be entitled to deduct from the seller account the sum of $7,543 and apply those funds to the Loan immediately upon entry of the Order and, in addition, the Debtor will make bi-weekly adequate protection payments on the Loan to Amazon in the amount of $7,500 commencing March 10, 2023. Amazon will be entitled to deduct the adequate protection payments from the Debtor's Seller Account on an ongoing basis and in accordance with the terms of the Order. Amazon is entitled to set aside a reserve of $20,000 in the Debtor's Seller Account. Amazon and the Debtor are authorized to continue to perform under the BSA in the ordinary course and Amazon is authorized to continue netting fees, expenses, and reimbursements (whether or not related to prepetition or postpetition sales) from the Debtor's sales proceeds and remit, to the Debtor, the Debtor's net proceeds less the reserve amount. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3ZO1Yq3 from PacerMonitor.com. The Debtor projects $370,001 in net revenue and $318,600 in total expenses. About Piccard Pets Supplies, Corp. Piccard Pets Supplies, Corp. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00210) on January 30, 2023. In the petition signed by Marlon Martinez, its CEO, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Jacob A. Brown oversees the case. Thomas Adam, Esq., at Adam Law Group, represents the Debtor as legal counsel. PREMIER CAJUN: Seeks Access to $1.7MM of Cash Collateral -------------------------------------------------------- Premier Cajun Kings, LLC asks the U.S. Bankruptcy Court for the Northern District of Alabama, Southern Division, for authority to use $1.710 million of cash collateral and provide adequate protection. The Debtor requires immediate authority to use cash collateral to permit, among other things, (a) the orderly operation of the Debtor's business, (b) the management and preservation of the Debtor's assets, (c) the maintenance of the Debtor's business relationships with customers, vendors, and contract parties, and (d) the satisfaction of other working capital and operational needs including the fees and expenses of the chapter 11 case. On January 7, 2021, Premier Cajun, and Manraj Sidhu and PNC Bank, National Association -- as successor in interest to BBVA USA f/k/a Compass Bank -- as sole Lender, entered into the Amended and Restated Credit Agreement, which provided the Borrower with an asset-based term loan credit facility. The Credit Facility consists of: (a) a $9.961 million term loan facility (b) a $3 million delayed draw term loan facility, and (c) a $5 million development loan facility. The Prepetition Secured Obligations matured on September 30, 2022, however, they will also be deemed to have been automatically accelerated on the Petition Date as a result of the commencement of the Chapter 11 Case in accordance with the terms of the Prepetition Loan Documents and all commitments of the Prepetition Secured Party have been terminated. PNC has a first-priority security interest in all of the Debtor's assets, including cash and accounts receivable. As of the Petition Date, the amount outstanding to the Prepetition Secured Party is $8.3 million. Like many other businesses, particularly restaurants, the Debtor has faced significant challenges over the past 12 months, especially the sudden and unexpected passing of its sole member, Manraj Sidhu, on May 24, 2022. This tragic loss, coupled with various macroeconomic factors, has caused tremendous uncertainty and disruption within the business. Those factors include, among others, the national impact of the COVID-19 pandemic on restaurant operations, high inflation, increased borrowing rates, and an increasingly limited qualified labor force. Due to low performance and increasing losses, the Debtor, with the advice of its professionals, made the difficult decision to close 12 restaurants in an attempt to avoid further losses and stabilize the business. Unfortunately, these cost-cutting measures have not been sufficient to correct or prevent the Debtor's insolvency. Facing increased pressure from landlords, vendors, and PNC, the Debtor seeks relief in the Bankruptcy Court to preserve the going concern value of its business and realize the benefit of that value through a Chapter 11 sale process. As adequate protection, the Prepetition Secured Party will be granted an additional and replacement valid, binding, enforceable, non-avoidable, and automatically perfected, nunc pro tunc to the Petition Date, postpetition security interest in and first priority senior lien on the Debtor's post-petition assets. The Prepetition Secured Party will also be granted, subject only to the Carve-Out, an allowed superpriority administrative expense claim as provided for in U.S.C. section 507(b), payable from and having recourse to all prepetition and postpetition property of the Debtor and all proceeds thereof. The Debtor will pay the Prepetition Secured Party $25,000 per week for each of the first eight weeks of the Chapter 11 Case. The Carve-Out means: (a) Statutory fees payable to the Bankruptcy Administrator pursuant to 28 U.S.C. section 1930(a)(6) with respect to the Debtor; (b) The allowed fees and costs of the Debtor's claims and noticing agent, if any, subject in all respects to the terms of the Interim Order; and (c) The allowed fees and expenses actually incurred by persons or firms retained by the Debtor or any Committee on or after the Petition Date. The events that constitute a "Termination Event" includes: (a) May 5, 2023; (b) The failure to have a Final Order entered, in form and substance acceptable to the Prepetition Secured Party; (c) The failure by the Debtor to have filed on the docket of the Chapter 11 Case a bid procedures motion containing an executed stalking horse asset purchase agreement for all or substantially all of the assets of the Debtor, both in form and substance acceptable to the Prepetition Secured Party, on or before March 10, 2023; (d) The failure by the Debtor to have obtained entry of a bid procedures order, in form and substance acceptable to the Prepetition Secured Party, on or before April 4, 2023; (e) The failure by the Debtor to comply with any of the deadlines contained in such bid procedures order; (f) The failure by the Debtor to have obtained entry of an order approving the sale of all or substantially all of the assets of the Debtor, in form and substance acceptable to the Prepetition Secured Party, on or before April 28, 2023; (g) The failure by the Debtor to close on a sale of all or substantially all of the assets of the Debtor on or before May 5, 2023; (h) The failure by the Debtor to make, or cause to be made, any payment under the Interim Order to the Prepetition Secured Party when due; (i) The failure by the Debtor to deliver to the Prepetition Secured Party any of the material documents or other material information required to be delivered pursuant to the Interim Order when due or any such documents or other information will contain a material misrepresentation; (j) The failure by the Debtor to comply with any Approved Budget covenants; and (k) The Debtor will grant, create, incur or suffer to exist any postpetition liens or security interests other than those granted pursuant to the Interim Order. A copy of the motion is available at https://bit.ly/3FMBUUn from PacerMonitor.com. About Premier Cajun Kings, LLC Premier Cajun Kings, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-00656) on March 14, 2023. In the petition signed by Joginder Sidhu, Personal Rep. for Estate of deceased sole member Manraj Sidhu, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge D. Sims Crawford oversees the case. Jesse S. Vogtle, Jr., Esq., at Holland and Knight, LLP, represents the Debtor as legal counsel. QUANERGY SYSTEMS: Seeks to Extend Plan Exclusivity to July 11 ------------------------------------------------------------- Quanergy Systems, Inc. asks the U.S. Bankrtuptcy Court for the District of Delaware to extend the exclusive periods during which only the Debtor may file a chapter 11 plan and solicit acceptances thereof to July 11 and September 11, respectively. The initial exclusive filing period and exclusive solicitation period are currently through April 12 and June 12, respectively. The Debtor explained that the size, complexity, and duration of the Chapter 11 case necessitates an extension of its exclusive periods. The Debtor stated that it has shown good faith progress in the Chapter 11 case and that it is paying their debts as they come due. The Debtor also assured that its exclusive periods will not prejudice its creditors. Lastly, the Debtor pointed out that termination of the exclusive periods would adversely impact its administration of the Chapter 11 case. Quanergy Systems, Inc. is represented by: Sean M. Beach, Esq. Shane M. Reil, Esq. Heather P. Smillie, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 N. King Street Wilmington, DE 19801 Tel: (302) 571-6600 Email: sbeach@ycst.com sreil@ycst.com hsmillie@ycst.com - and - Cullen Drescher Speckhart, Esq. Michael A. Klein, Esq. Lauren A. Reichardt, Esq. COOLEY LLP 55 Hudson Yards New York, NY 10001-2157 Tel: (212) 479-6000 Email: cspeckhart@cooley.com mklein@cooley.com lreichardt@cooley.com About Quanergy Systems Quanergy Systems, Inc., designs, develops and markets Light Detection and Ranging (LiDAR) sensors and 3D perception software solutions that enable intelligent, real-time detection, tracking and classification of objects such as people and vehicles in mission-critical markets such as security, smart cities and industrial automation. The company is based in Sunnyvale, Calif. Quanergy Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Delaware Case No. 22-11305) on Dec. 13, 2022, with $10 million to $50 million in both assets and liabilities. Larry Perkins, chief restructuring officer of Quanergy Systems, signed the petition. The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Cooley, LLP as bankruptcy counsels; Seward & Kissel, LLP as special counsel; SierraConstellation Partners as restructuring advisor; FTI Consulting, Inc. as financial Advisor; and Raymond James Financial, Inc. as investment Banker. Bankruptcy Management Solutions, Inc., doing business as Stretto, Inc., is the claims, noticing and solicitation agent. QUOTIENT LTD: Meyer and Mendez Continue to Serve as Directors ------------------------------------------------------------- Quotient Limited announced changes to its executive team following the Company's emergence from Chapter 11 protection. On February 16, 2023, Bradley Meyer was appointed as director. Heino von Prondzynski, Thomas Aebischer, Sophie Bechu, Isabelle Buckle, Frederick Hallsworth and Catherine Larue resigned as director of Quotient Limited. Manuel O. Mendez, the Company's Chief Executive Officer, and Bradley Meyer will continue to serve as directors. The Debtor also announced post-emergence transactions. On the Effective Date and as contemplated by the Plan and Confirmation Order, the Company entered into the Master Transaction Agreement by and among (i) Quotient, (ii) Quotient Holdings Newco, LP, a Delaware limited partnership as Newco, (iii) Quotient Holdings Finance Company Limited, an exempted company incorporated under the laws of the Cayman Islands and wholly owned subsidiary of Newco -- Finance Co -- (iv) Quotient Holdings GP, LLC, a Delaware limited liability company, (v) Quotient Holdings Merger Company Limited, a private company incorporated under the laws of Jersey, Channel Islands with limited liability and a wholly owned subsidiary of Finance Co, (vi) each of the direct and indirect subsidiaries of Quotient, and (vii) each of the beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) of the Senior Secured Notes and Convertible Notes. The MTA effectuated the transactions contemplated by Quotient's Plan and Confirmation Order, whereby Quotient consummated a comprehensive restructuring of its balance sheet, including the issuance of new debt and equity. Any securities to be issued pursuant to the Transactions have not been, and are not intended to be, registered under the Securities Act of 1933, as amended, or any state securities laws. Therefore, such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. On the Effective Date and as contemplated by the Plan and Confirmation Order, the Company entered into the Business and Asset Transfer Agreement with Newco and Finance Co, pursuant to which the Company, as seller, agreed to sell to Finance Co, as purchaser, and Finance Co agree to purchase, certain assets of Quotient as set forth in the BTA, and Finance Co agreed to assume from Quotient, and Quotient agreed to assign to Finance Co, certain obligations and liabilities related to such assets, all upon the terms and subject to the conditions contained in the BTA. Closing under the BTA occurred simultaneously with its execution and the closing under the MTA. On the Effective Date and as contemplated by the Plan and Confirmation Order, the Company, as guarantor, entered into an indenture with respect to $119.5 million aggregate principal amount of 12% Senior Secured Notes due 2030, by and among Finance Co, as issuer, the guarantors party thereto (including Quotient) and U.S. Bank Trust Company, National Association. Interest on the New Notes accrues at a rate of 12% per annum and is payable quarterly on January 15, April 15, July 15 and October 15 of each year commencing on April 15, 2023. On each Payment Date, occurring prior to July 15, 2026, Finance Co will pay the accrued interest on the securities that is due and payable in-kind (and not in cash), by the issuance of additional notes in a principal amount of such interest payment on such Payment Date; provided that, with respect to each Payment Date occurring on or after July 15, 2025, holders of at least 70% of the New Notes may, by notice to Finance Co, cause such interest payments to be payable in cash and not in-kind. The New Notes are senior secured obligations of Finance Co and will be equal in right of payment to all existing and future pari passu indebtedness of Finance Co, will be senior in right of payment to all existing and future subordinated indebtedness of Finance Co, will have the benefit of a security interest in the New Notes collateral and will be junior in lien priority in respect of any collateral that secures certain first priority lien obligations incurred from time to time in accordance with the New SSN Indenture. Finance Co may redeem the New Notes at its option, in whole or in part from time to time, on any business day specified by Finance Co, on not less than 30 days' nor more than 60 days' prior written notice delivered to each holder at a redemption price equal to: (i) from and including February 16, 2023 to and including April 15, 2025, 103.0% of the principal amount of the New Notes to be redeemed, (ii) from and including April 16, 2025 and thereafter, 100.0% of the principal amount of the New Notes to be redeemed, in each case, plus accrued and unpaid interest to the redemption date. No sinking fund is provided for the New Notes, which means that the Finance Co is not required to periodically redeem or retire the New Notes. In connection with the offering of the New Notes, the Company, as a subsidiary guarantor, entered into a collateral agreement, dated as of February 16, 2023, by and among Finance Co, U.S. Bank Trust Company, National Association and the subsidiary parties from time to time party thereto. Pursuant to the terms of the Collateral Agreement, the New Notes and the related guarantees are secured by a first priority lien on substantially all of Finance Co's and the guarantors' assets, in each case, subject to certain prior liens and other exclusions, and a pledge of 100% of the equity interests of Finance Co's subsidiaries. On the Effective Date and as contemplated by the Plan and Confirmation Order, the Company received consent from the sole holder of its 12% Senior Secured Notes due 2025 issued pursuant to the Indenture, dated as of October 14, 2016, by and among the Company, the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee and collateral agent, to further amend the Indenture pursuant to the Tenth Supplemental Indenture. The Tenth Supplemental Indenture has been executed by the Company, the trustee and collateral agent, and the other parties thereto and is in effect. The Company's bankruptcy filing resulted in an Event of Default under Section 6.01(e) of the Indenture and the Debtor further failed to pay interest due on the Notes on January 15, 2023, which resulted in an Event of Default under Section 6.01(a) of the Indenture. The failure to pay interest on the Notes resulted in an acceleration of the obligations of the Company and the guarantors under Section 6.02 of the Indenture. The Tenth Supplemental Indenture waives the Specified Defaults, rescinds the Acceleration, and waives all other Defaults or Events of Default under the Indenture and existing on February 16, 2023. In addition, the Tenth Supplemental Indenture deletes certain sections of the Indenture and release liens and guarantees. About Quotient Limited Building on over 30 years of experience in transfusion diagnostics, Quotient Limited is a commercial-stage diagnostics company committed to delivering solutions that it believes reshape the way diagnostics are practiced. The MosaiQ solution, Quotient's proprietary multiplex microarray technology, offers the world's first fully automated, consolidated testing platform, allowing for multiple tests across different modalities. Quotient Limited filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-90003) on Jan. 10, 2023. The Debtor disclosed total assets of $127,905,000 and total debt of $309,995,000 as of Sept. 30, 2022. The Hon. David R. Jones is the case judge. The Debtor tapped Paul Hastings, LLP as legal counsel and Perella Weinberg Partners, L.P., as financial advisor. Kroll Restructuring Administration LLC is the claims, noticing and solicitation agent. On February 15, 2023, the Bankruptcy Court entered an order confirming the Debtor's Prepackaged Chapter 11 Plan of Reorganization, as modified by the Confirmation Order, and approving the Disclosure Statement. The Plan became effective in accordance with its terms and the Company emerged from bankruptcy the next day. Pursuant to the Plan, Quotient significantly delevered its balance sheet, reducing funded indebtedness by approximately $137 million, and received new capital investment to fund the Company's business going forward. More specifically, on the Effective Date, the Debtor's prior funded indebtedness of approximately $256 million in principal and accrued interest was extinguished and the reorganized Company received contributions of $41 million by certain consenting noteholders pursuant to private placements in exchange for (i) 100% of the partnership equity interests in Newco and (ii) New Notes in the aggregate principal amount of $119.5 million. General unsecured claims against the Company were unimpaired under the Plan, either being reinstated or paid in the ordinary course of business. RAMBLER METALS: Gets CCAA Stay Order; Grant Thornton as Monitor --------------------------------------------------------------- Rambler Metals and Mining Canada Limited, and 1948565 Ontario Inc. sought and obtained an initial order under the Companies' Creditors Arrangement, as amended. The Initial Order provides, among other things, a stay of proceedings until March 6, 2023, and may be extended by the Court from time to time. The initial order further provides, that the stay period will also extend to Rambler Metals and Mining plc, and Rambler Mines Limited as it relates to their property, assets and undertakings situated in Canada for the duration of the stay period. The Companies will be seeking an extension of the stay period at a hearing scheduled for March 6, 2023. Pursuant to the initial order, Grant Thornton Limited was appointed as monitor of the Companies. A copy of the initial order and copies of the materials filed in the CCAA proceedings may be obtained at https://www.grantthornton.ca/Rambler or on request from the Monitor by calling 902-491-7704 or toll free, 1-855-747-2649 or emailing Rambler@ca.gt.com. According to the companies, after careful consideration of the Companies' financial position, all available alternatives to an application for creditor protection, and following thorough consultation with legal and financial advisors, the Board of Directors of the Companies has determined that it is in the best interest of the Company and all of its stakeholders to file an application for creditor protection under the CCAA. The Initial Order being sought includes, among other things: a stay of creditor claims and proceedings in favor of the Company, court approval of a 13-week cash flow plan and of the Debtor In Possession ("DIP") financing required to support the operation while in the CCAA process, and to appoint Grant Thornton Limited as court-appointed monitor ("Monitor") of the Company and its related entities, being Rambler Metals and Mining Canada Limited ("RMMCL"), Rambler Mines Limited ("RML"), and 1948565 Ontario Inc. (“1948”). While under protection, the Companies will consider all available transactional and restructuring options. Directors and management of Rambler are expected to remain responsible for the day-to-day operations of the Companies, under the general oversight of the Monitor. RMMCL has entered into a conditional DIP agreement for a loan of US$5.0 million with RMM Debt Limited Partnership by its General Partner RMM General Partner Inc., representing certain senior secured lenders to RMMCL. The DIP is contingent on Court approval and will be secured by the assets of RMMCL and the guarantors, including Rambler, 1948, and RML, and will be used to support the operation while in the CCAA process. Further to the announcement of Feb. 17, 2023, critical maintenance work was brought forward for both the process plant and the mine. Mining operations concentrated on important remedial work on the access ramp, auxiliary ventilation and maintenance on mobile mining equipment. At the process plant, relining of both the SAG and ball mills was brought forward. The mine is ready to resume and, following the issuance of the Initial Order, the Company expects full operations at the Ming Mine to restart on Feb. 28, 2023. Rambler -- https://www.ramblermines.com -- is a mining and development company that in November 2012 brought its first mine into commercial production. Rambler has a 100 per cent ownership in the Ming Copper-Gold Mine, a fully operational base and precious metals processing facility and year-round bulk storage and shipping facility; all located on the Baie Verte peninsula, Newfoundland and Labrador, Canada. RE/MAX LLC: Moody's Lowers CFR to B1 & Alters Outlook to Negative ----------------------------------------------------------------- Moody's Investors Service downgraded the corporate family rating of RE/MAX, LLC, a franchisor of real estate brokerage and mortgage brokerage services, to B1 from Ba3. Concurrently, Moody's downgraded the probability of default rating to B1-PD from Ba3-PD and the senior secured first lien credit facilities ratings to B1 from Ba3. The Speculative Grade Liquidity rating remains at SGL-1. The rating outlook was changed to negative from stable. The downgrades and outlook change to negative reflects Moody's expectations that softening conditions in the US housing market will result in further declining home sale transaction volume and a continued decline in RE/MAX's US agent count. Moody's expects that lower revenue and financial returns will contribute to financial leverage, as expressed by debt to EBITDA, spiking to the mid-to-high 5x range for year-end 2023. However, the company's 100% franchised business model supports its ability to continue generating free cash flow and provides some protection against existing home sale market downturns provided by its light and flexible cost structure. Due to the company's all-floating rate capital structure, Moody's also expects that rising interest rates will impact the company's cash flow and interest coverage metrics in the near term such that free cash flow to debt declines to about 3% and EBITA/Interest declines to around 2x over the same period. Moody's also expects that RE/MAX will prioritize returning cash to shareholders through recurring dividends and opportunistic share repurchases than voluntarily repaying debt. Downgrades: Issuer: RE/MAX, LLC Corporate Family Rating, Downgraded to B1 from Ba3 Probability of Default Rating, Downgraded to B1-PD from Ba3-PD Senior Secured 1st Lien Bank Credit Facility, Downgraded to B1 (LGD4) from Ba3 (LGD4) Outlook Actions: Issuer: RE/MAX, LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE RE/MAX's B1 CFR reflects high financial leverage of 4.5x as of year-end 2022 that Moody's expects to increase to the mid-to-high 5x range in 2023, small revenue scale relative to a broader set of business service peers, and intense industry competition to attract and retain agents as evidenced by its declining US agent count since 2017. The company's Motto Mortgage brand, launched in October 2016 with 231 open offices as of December 31, 2022, has not generated profit since inception which Moody's expects to continue for 2023 and potentially into 2024. RE/MAX estimates 300 to 350 open offices are required for Motto to generate profitability. Support is provided by the protections offered by its 100% franchised business model, a history of continued Canada and International agent count growth, its highly profitable business, and very good liquidity. The strong RE/MAX brand recognition and leading market position drive the company's fairly predictable revenues, strong margins and free cash flow generation. All financial metrics cited reflect Moody's standard adjustments. The B1 rating on the senior secured first lien credit facility, consisting of a $444 million term loan due 2028 and a $50 million revolver expiring 2026, reflects the probability of default rating of B1-PD and a loss given default assessment of LGD4. The first lien debt represents the preponderance of the capital structure and is thus rated the same as the CFR. The facility is secured by a first lien pledge of substantially all tangible and intangible assets of the company's domestic subsidiaries and 65% of the capital stock of the first-tier foreign subsidiaries. The SGL-1 Speculative Grade Liquidity rating reflects RE/MAX's very good liquidity supported by predictable free cash flow generation, substantial cash on hand and low capital investment needs. However, Moody's expects free cash flow generation will weaken over the next 12 to 18 months compared to historical years due to a challenging macro environment, including rising interest rates. Moody's expects the company to generate at least $13 million free cash flow in 2023. The company's cash balance was $108.7 million as of December 31, 2022. In combination with cash on hand, internal cash flow is sufficient to meet basic cash needs this year, including $4.6 million in term loan amortization per year. The company's $50 million undrawn revolver expires in 2026. Moody's expects the revolver will remain undrawn over the next 12-18 months. The size of the current commitment does not cover the company's fixed charges for a year. The revolver is subject to a springing total leverage ratio covenant that cannot exceed 4.5x which comes into effect only when the revolver is drawn. Moody's does not expect the covenant to spring, but should the covenant be tested, covenant cushion is expected to be at least 35%. The negative outlook reflects execution risk that RE/MAX faces to improve its financial profile amidst continued declines in its US agent count and an uncertain macroeconomic environment that will impact home sale transaction volume. The outlook could return to stable if Moody's expects financial leverage to sustainably decline below 5x by 2024. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook indicates that ratings upgrades are unlikely over the next 12 to 18 months. However, the ratings could be upgraded if RE/MAX commits to maintaining very good liquidity and conservative financial policies such that financial leverage is maintained below 4x and free cash flow to debt is sustained above 10%. The ratings could be downgraded if the company's financial policies become more aggressive, Moody's expects financial leverage to be sustained above 5x beyond 2024, free cash flow to debt is sustained below 5%, or liquidity weakens. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Denver, Colorado, RE/MAX, LLC is an indirect subsidiary of RE/MAX Holdings, Inc. (NYSE: RMAX). RE/MAX operates as a franchisor of real estate brokerage services in the U.S., Canada, and internationally and mortgage brokerage services in the U.S. RE/MAX derives its revenue primarily from continuing franchise fees, annual dues, broker fees, new franchise sales and renewals, and other revenue. RE/MAX generated $353 million revenue for 2022. RISE ENTERPRISES: Case Summary & 11 Unsecured Creditors ------------------------------------------------------- Debtor: Rice Enterprises, LLC 5415 Clairton Blvd. Pittsburgh PA 15236 Business Description: Rice Enterprises operates in the restaurants industry. Chapter 11 Petition Date: March 15, 2023 Court: United States Bankruptcy Court Western District of Pennsylvania Case No.: 23-20556 Debtor's Counsel: Kirk B. Burkley, Esq. BERNSTEIN-BURKLEY, P.C. 601 Grant Street 9th Floor Pittsburgh PA 15219 Tel: 412-456-8100 Email: kburkley@bernsteinlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michele Rice as sole member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3DAVJIA/Rice_Enterprises_LLC__pawbke-23-20556__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 11 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. McDonalds USA Lawsuit $1,000,000 110 N. Wacker Dr. Suite 4800 Chicago, IL, 60606 Elizabeth McRee/Jones Day Tel: 312-269-4374 2. Edith Rice Loans $478,249 7389 Heritage Palms Estate Ft. Myers, FL, 33966 Tel: 412-726-5354 3. Melissa Rice Contractual Claim $416,983 151 3rd Street Carnegie, PA, 15106 Tel: 412-807-1960 4. American Express Trade Debt $89,547 P.O. Box 6031 Carol Stream, IL, 60197 Tel: 800-492-8468 5. Michele Rice Loan $38,266 414 Bradley St. Pittsburgh, PA, 15211 Tel: 412-726-5351 6. Mangiovi & Son Fire Protection Trade Debt $775 190 Bilmar Drive Pittsburgh, PA, 15205 Tel: 412-922-6700 7. JJ&L Construction, LLC Trade Debt $380 417 Rankin Airshaft Rd. Uniontown, PA, 15401 Tel: 724-984-0752 8. FedEx Office Trade Debt $350 P.O. Box 672085 Dallas, TX, 75267-2085 Tel: 800-488-3705 9. Cuckler Plumbing Trade Debt $235 136 Watters Station Road Evans City, PA, 16033 Tel: 724-991-6941 10. AT&T OneNet Service Trade Debt $0.81 555 E. Coot Street 5th Floor Springfield, IL, 62703 Tel: 800-647-3465 11. L.H. vs. Rice Enterprises, LLC Lawsuit Unknown c/o Swensen & Perer, PC Grant Bldg., 310 Grant St., #1400 Pittsburgh, PA, 15219 Alan Perer Tel: 412-281-1970 RL ENTERPRISES: July 6 Plan Confirmation Hearing Set ---------------------------------------------------- RL Enterprises, Inc., filed with the U.S. Bankruptcy Court for the District of Nevada a Disclosure Statement describing Plan of Reorganization. On March 9, 2023, Judge August B. Landis approved the Disclosure Statement and ordered that: * July 6, 2023, at 9:30 AM is the confirmation hearing. * June 22, 2023 is fixed as the last day to file and serve all votes to accept or reject the Plan. * June 29, 2023 is the deadline for filing the ballot summary and any confirmation briefs. * June 22, 2023 is the deadline for filing objections to confirmation. A copy of the Order dated March 9, 2023 is available at https://bit.ly/3yIGEGA from PacerMonitor.com at no charge. Attorneys for Debtor: Matthew L. Johnson, Esq. Russell G. Gubler, Esq. Johnson & Gubler, P.C. 8831 West Sahara Avenue Las Vegas, NV 89117 Tel: (702) 471-0065 Fax: (702) 471-0075 Email: mjohnson@mjohnsonlaw.com About RL Enterprises RL Enterprises, Inc. offers customized training programs that generate results to improve employee skill sets. The company is based in Costa Mesa, Calif. RL Enterprises sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 22-13254) on Sept. 11, 2022, with between $1 million and $10 million in both assets and liabilities. Roman Libonao, president of RL Enterprises, signed the petition. Judge August B. Landis oversees the case. The Debtor is represented by Matthew L. Johnson, Esq., and Russell G. Gubler, Esq., at Johnson & Gubler, P.C. ROCK SPLITTERS: Subchapter V Trustee Says Plan Not Feasible ----------------------------------------------------------- David A. Mawhinney, the Subchapter V Trustee, objects to confirmation of Rock Splitters, Inc.'s Second Amended Plan of Reorganization dated January 5, 2023. The Subchapter V Trustee points out that notwithstanding the Debtor's profitability, its recent performance has not reached the level required to meet its obligations under the Plan. The Subchapter V Trustee further points out that although the Debtor's net income has improved, it is still short of the $73,920 that is required to fund a quarterly plan distribution. The Subchapter V Trustee asserts that the Amended Reconciliation from October 2022 to January 2023 [Docket No. 102] (the "Budget-to-Actual") filed on February 17, 2023, underscores the story told by the Reports. While the Budget-to-Actual shows that the Debtor is operationally solvent with revenues exceeding its cash collateral budget, cost overruns are pervasive. The actual cost of vehicles and equipment (including rentals, insurance, and repairs) is many times higher than anticipated. The Budget-to-Actual contains new line items of actual expenses that were not in the budget (e.g., $26,719 for "mobilization"), and Debtor exceeded its "miscellaneous expenses" line item by almost $30,000. The Subchapter V Trustee draws three conclusions from the Budget-to-Actual. First, the nature of the Debtor's business causes significant fluctuations in revenue and expenses. Second, the volatility in the Debtor's cash flows makes accurate projections on anything more frequently than a quarterly basis difficult if not practically impossible. Third, regardless of how much revenue the Debtor will be able to earn on future jobs, its profitability will always be constrained by increased expenses. In other words, the Debtor cannot demonstrate that its marginal return each quarter will be enough to fund the Plan. As of January – following its strongest three months during this case – the Debtor was managing to generate about $26,000 in net income per quarter – about 1/3 of the $73,000 plan payment. According to the Subchapter V Trustee, the Debtor is operating a marginally profitable business, and its financial reporting shows an upward trend in revenue since the Petition Date. Nevertheless, the Plan imposes significant payment obligations on the Debtor every three months. Given the volatile nature of the Debtor's cash flows, the Subchapter V Trustee does not believe that the Debtor can meet its burden of proving that the Plan is feasible. The Subchapter V Trustee points out that since it pays for most of its expenses in cash on delivery, the Debtor is not generating a high balance of administrative claims. In other words, the Debtor is not becoming administratively insolvent in chapter 11. The question is whether it can confirm a plan that will – at minimum – pay its priority claims in full as the Bankruptcy Code requires. In a five-year plan the quarterly payment on just priority claims is $43,920. The Debtor's best quarterly performance so far has yielded just $26,000. The Subchapter V Trustee: David A. Mawhinney HART ADVISORY PLLP P.O. Box 3289 Framingham, MA 01701 Tel: (508) 904-0148 E-mail: david@mawhinneytrustee.com About Rock Splitters Rock Splitters, Inc., is engaged in the business of blasting, drilling, and splitting rocks in construction. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No. 22-40584) on Aug. 10, 2022, listing as much as $1 million in both assets and liabilities. David Mawhinney serves as Subchapter V trustee. Judge Elizabeth D. Katz oversees the case. James O'Connor, Jr., Esq., at Nickless, Phillips and O'Connor serves as the Debtor's bankruptcy counsel. ROCKING M MEDIA: Gets Combined Hearing on Plan & Disclosures ------------------------------------------------------------ Rocking M Media, LLC, moved the Court to combine and consolidate the hearings on approval of the Disclosure Statement and Confirmation of the Plan. The Debtors sought to consolidate the hearings to expedite the confirmation process and reduce the costs associated with duplicate mailings of the Disclosure Statement and Plan, which occur when two separate hearings are conducted. At the behest of the Debtors, the Honorable Dale L. Somers entered an order granting the Debtor's motion to consolidate the hearings. Based upon a preliminary review, the Court approved the Disclosure Statement. The judge ordered that: * Separate evidentiary hearings will be held on May 11th 2023 beginning at 1:46p.m. before the United States Bankruptcy Court, 500 State Avenue, Courtroom 144, Kansas City, Kansas, at which time the debtor(s) or its representative must personally appear. A hearing on the Disclosure Statement will begin at 1:46p.m. on that date. Should the Disclosure Statement be approved, a confirmation hearing may be immediately convened. * All objections to the Disclosure Statement should be in writing and filed with the Clerk of the Bankruptcy Court, 500 State Avenue, Room 161, Kansas City, Kansas 66101 on or before April 24 th, 2023 and served upon counsel for the Debtor. If no objections to the Disclosure Statement are timely filed or received, the Disclosure Statement may be approved without further hearing. All objections to the Chapter 11 Plan should be filed with the Clerk of the Bankruptcy Court, 500 State Avenue, Room 161, Kansas City, Kansas 66101 on or before April 24th, 2023 and served upon counsel for the Debtor. * April 24th, 2023 is fixed as the last day for receipt of acceptances or rejections of the Chapter 11 Plan. All ballots must be received at the address listed on the ballot prior to 4:00 p.m. on that date to be counted On or before March 24th , 2023, there should be mailed to all parties in interest, or parties required to receive notice by the Code, a copy of this Notice, the Chapter 11 Plan and Disclosure Statement, and appropriate forms for the acceptance or rejection of the Plan. A certificate of service must be filed with the court no later than March 28 th 2023, and a ballot summary no later than May 08, 2023 Attorneys for the Debtors: Sharon L. Stolte, Esq. SANDBERG PHOENIX & von GONTARD P.C. 4600 Madison Avenue, Suite 1000 Kansas City, MO 64112 Tel: (816) 627-5543 Fax: 816-627-5532 E-mail: sstolte@sandbergphoenix.com About Rocking M Media Rocking M Media, LLC and its affiliates own and operate radio stations, radio networks, and digital media platforms that provide music, news, sports, and weather to its listeners and viewers. Rocking M Media supports local, regional, and national businesses and organizations across the State of Kansas as well as Nebraska, Colorado, Oklahoma, and Texas. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 22-20242) on March 26, 2022. In the petition signed by Monte M. Miller, chief executive officer, the Debtors disclosed up to $1 million in assets and up to 10 million in liabilities. Judge Dale L. Somers oversees the cases. The Debtors tapped Sharon L. Stolte, Esq., at Sandberg Phoenix & von Gontard PC as legal counsel and AdamsBrown, LLC as accountant. Creditors Kansas State Bank of Manhattan, Belate LLC, and Farmers and Merchants Bank of Colby are represented by Stinson LLP, Spencer Fane LLP, and Hite, Fanning & Honeyman LLP, respectively. The U.S. Trustee for Region 20 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on July 7, 2022. Loeb & Loeb, LLP and Dundon Advisers, LLC serve as the committee's legal counsel and financial advisor, respectively. ROCKING M MEDIA: Seeks to Extend Plan Exclusivity to June 7 ----------------------------------------------------------- Rocking M Media, LLC asks the U.S. Bankruptcy Court for the District of Kansas to further extend the exclusivity period for filing a chapter 11 plan to June 7, 2023, and the time for the plan acceptance to September 5, 2023. This is the Debtor's third request to extend the exclusivity periods. The current exclusivity period for filing a chapter 11 plan and for plan acceptance ends on March 9 and June 7, respectively. The Debtor explained that the issues it faces were not amenable to a quick or simplistic solution. It, however, pointed out that it has made substantial progress in collaboratively developing a restructuring strategy and confirming a plan that will maximize the value of its estates and result in the successful restructuring of its debt structure and the continuation of its business. "A further extension of the Exclusive Periods will allow all parties in interest to, without distraction, focus on finalizing the closing documents," the Debtor said. About Rocking M Media Rocking M Media, LLC and its affiliates own and operate radio stations, radio networks, and digital media platforms that provide music, news, sports, and weather to its listeners and viewers. Rocking M Media supports local, regional, and national businesses and organizations across the State of Kansas as well as Nebraska, Colorado, Oklahoma, and Texas. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 22-20242) on March 26, 2022. In the petition signed by Monte M. Miller, chief executive officer, the Debtors disclosed up to $1 million in assets and up to 10 million in liabilities. Judge Dale L. Somers oversees the cases. The Debtors tapped Sharon L. Stolte, Esq., at Sandberg Phoenix & von Gontard PC as legal counsel and AdamsBrown, LLC as accountant. Creditors Kansas State Bank of Manhattan, Belate LLC, and Farmers and Merchants Bank of Colby are represented by Stinson LLP, Spencer Fane LLP, and Hite, Fanning & Honeyman LLP, respectively. The U.S. Trustee for Region 20 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on July 7, 2022. Loeb & Loeb, LLP and Dundon Advisers, LLC serve as the committee's legal counsel and financial advisor, respectively. RODA LLC: Exclusivity Period Adjusted to June 6 ----------------------------------------------- Judge Teresa H. Pearson of the U.S. Bankruptcy Court for the District of Oregon adjusted Roda, LLC's exclusivity deadline to June 6, 2023. About Roda LLC Roda, LLC, a company in Washington County, Ore., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 23-30250) on Feb. 6, 2023. In the petition signed by its managing member, Roy MacMillan, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Teresa H. Pearson oversees the case. Douglas R. Ricks, Esq., at Vander Bos and Chapman, LLP and Intellequity Legal Services, LLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. S B BUILDING: Exclusivity Period Extended to July 25 ---------------------------------------------------- Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey further extended the exclusive right to file a Chapter 11 plan of S B Building Associates Limited Partnership successor by merger with SB Milltown Industrial Realty Holdings, LLC and Alsol Corporation to July 25, 2023. The judge also extended the Debtor's exclusive right to solicit acceptances of the plan(s) to September 25, 2023. S B Building Associates Limited Partnership successor by merger with SB Milltown Industrial Realty Holdings, LLC and Alsol Corporation is represented by: About S B Building Associates S B Building Associates Limited Partnership and its affiliates, SB Milltown Industrial Realty Holdings, LLC and Alsol Corporation, are owners in fee of contiguous parcels located on Ford Avenue in the Borough of Milltown, Middlesex County, N.J. The contiguous parcels were the former location of a Michelin Tire facility. S B Building Associates and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 22-14231) on May 25, 2022. In the petition filed by Lawrence S. Berger, as manager, S B Building Associates listed between $10 million and $50 million in both assets and liabilities. Judge Vincent F. Papalia oversees the cases. Morris S. Bauer, Esq., at Duane Morris, LLP is the Debtor's counsel. SANIBEL REALTY: Seeks to Extend Plan Exclusivity for 90 Days ------------------------------------------------------------ Sanibel Realty Trust LLC asks the U.S. Bankruptcy Court of the Southern District of Florida to extend the statutory exclusive periods for filing and soliciting acceptances of a Chapter 11 plan for 90 days. Currently, the Debtor's exclusive periods to file a Chapter 11 plan and solicit acceptances thereof expires on March 13 and May 10, respectively. The Debtor owns three Miami-Dade County residential condominiums properties located at: (i) 9499 Collins Avenue, Unit PH06, Surfside, Florida 33179 (ii) 9595 Collins Ave., Unit NPHF, Surfside, FL 33179; and (iii) 10110 SW 154 Cir. Ct., Unit 108-1, Miami, FL 33186. The Debtor claims that, together with its counsel and its Court-approved real estate appraiser, Sir Appraisals, Inc., it has been working diligently towards negotiating with the mortgagees of the said properties to reach a resolution as to the disputed values of the properties, and therefore the allowable secured claims in this case, with an eye towards formulating a consensual and confirmable Chapter 11 plan. Sanibel Realty Trust LLC is represented by: Nathan G. Mancuso, Esq. MANCUSO LAW, P.A. Boca Raton Corporate Centre 7777 Glades Rd., Suite 100 Boca Raton, FL 33434 Tel: (561) 245-4705 Email: ngm@mancuso-law.com About Sanibel Realty Trust Sanibel Realty Trust, LLC, a company in Miami, Fla., filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-18729) on Nov. 11, 2022. In the petition filed by its manager, Javier Perez, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Robert A. Mark oversees the case. The Debtor is represented by Nathan G. Mancuso, Esq., at Mancuso Law, P.A. SAVESOLAR CORPORATION: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- The U.S. Trustee for Region 4 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of SaveSolar Corporation, Inc. and SaveSolar Alpha Holdco, LLC. About SaveSolar Corporation SaveSolar Corporation, Inc. and SaveSolar Alpha Holdco, LLC filed their voluntary petitions for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.D.C. Lead Case No. 23-00045) on Feb. 2, 2023. In the petitions signed by Karl Unterlechner, president, each Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Elizabeth L. Gunn oversees the cases. The Debtors tapped Bradford F. Englander, Esq., at Whiteford Taylor & Preston, LLP as legal counsel and CohnReznick, LLP as financial advisor. SCHARN INDUSTRIES: Court OKs Cash Collateral Access Thru April 6 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Massachusetts authorized Scharn Industries, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through April 6, 2023. Diverse Capital and Cloud Fund, LLC, through its servicing agent Delta Bridge Funding LLC, assert an interest in the Debtor's cash collateral. As adequate protection for the use of cash collateral, Diverse and Delta are granted replacement liens in the same types of post-petition assets of the Debtor against which they held liens as of the filing, but (i) only to the extent their prepetition liens were valid, perfected and enforceable, and (ii) only to the extent of any diminution in value of their collateral as a result of the use of cash collateral. A further hearing on the matter is set for April 5, 2023 at 10 a.m. A copy of the order is available at https://bit.ly/3l8twaD from PacerMonitor.com. About Scharn Industries, LLC Scharn Industries, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-10298) on February 28, 2023. In the petition signed by Scott Scharn, manager, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Judge Janet E. Bostwick oversees the case. Gary W. Cruickshank, Esq., at Cruickshank Law, serves as counsel to the Debtor. SHANDS JACKSONVILLE: Moody's Cuts Issuer & Rev Bond Ratings to Ba1 ------------------------------------------------------------------ Moody's Investors Service has downgraded the issuer and revenue bond ratings of Shands Jacksonville Medical Center, Inc. (SJMC) (FL) to Ba1 from Baa3. The outlook is negative. SJMC had about $487 million of total par debt and financing leases outstanding at fiscal year-end 2022. RATINGS RATIONALE The downgrade of the issuer rating to Ba1 reflects Moody's view that a meaningful reduction in cash levels and weaker operating performance will provide less support for the material rise in debt levels in 2022. An unexpected reduction in supplemental funding and the need to keep premium pay in place for a longer than anticipated period will be key contributors to lower than expected cash metrics and operating cash flow (OCF) margins in fiscal 2023. The Ba1 issuer rating also incorporates SJMC's position as one of two academic medical centers for the University of Florida, as well as its essential role as a safety net provider. The University's strong governance and financial oversight will continue to be integral to SJMC's credit quality and helps to offset metrics that are below average even at the lower rating level. In addition, commitment from the City of Jacksonville (COJ) is highlighted by ongoing operating support and its contribution to capital. Recovery to even modest historical levels of days cash and cash to debt will likely be gradual. SJMC should, however, have longer term growth opportunities after its North facility expansion is completed. Ongoing reliance on supplemental funds, as well as net income from 340B, will provide some uncertainty. SJMC's proactive management of financial covenants will contribute to its credit quality. There is no rating distinction between the Ba1 issuer rating and Ba1 ratings on SJMC's revenue bonds, which are secured by a broad pledge of revenues. RATING OUTLOOK The negative outlook incorporates Moody's expectation that the ability to achieve and sustain improvements in operating performance and to grow cash levels will be more difficult especially in light of high labor expenses and uncertain supplemental funding. As a result, the cushion to absorb 2022's material rise in debt will likely remain very limited. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS OCF margins improve to and are sustained at higher than historical 5% levels, resulting in significantly lower debt to cash flow Meaningfully stronger cash levels and metrics Sustained increase in higher state supplemental and COJ funding levels Volume and revenue growth and a more favorable payer mix at its North facility are realized FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS Inability to show continual improvement in OCF margins as well as debt to cash flow Lack of improvement in days cash on hand or cash to debt Further reductions in state supplemental funding Additional reduction in headroom to covenants Unfavorable change in relationship with University of Florida, COJ or Shands Teaching Hospital and Clinics Inc. (Gainesville) LEGAL SECURITY Obligations issued under the Master Trust Indenture are the joint and several obligations of each member of the Obligated Group and secured by pledged revenues as well as a mortgage on the property utilized by the former Methodist Medical Center and a leasehold mortgage on the land on which the new 92-bed patient tower was constructed. SJMC, Shands Jacksonville HealthCare, Inc. and Shands Jacksonville Properties, Inc. are the members of the Obligated Group and represent nearly all of operations and assets. All outstanding bonded debt are parity. The subordinate loan to Shands Teaching Hospital is unsecured. PROFILE Headquartered in Jacksonville, SJMC (with about $916 million in total operating revenues in fiscal 2022) is an academic medical center for the University of Florida College of Medicine - Jacksonville. As an essential safety net provider, SJMC is the only Level I Trauma facility in northern Florida and parts of southern Georgia. SJMC has two campuses, a 603-bed downtown facility and a 92-bed suburban north facility, which opened in May 2017. METHODOLOGY The principal methodology used in these ratings was Not-For-Profit Healthcare published in December 2018. SHEM OLAM: Yeshiva Says Debtor Can't Sell Disputed Property ----------------------------------------------------------- Yeshiva Chofetz Chaim, Inc. and 82 Highview LLC filed objections to Shem Olam LLC's Disclosure Statement. The Objectors and the Debtor are in active litigation to determine who is the rightful owner of the property in 82 Highview Road, in Suffern, New York (which has housed a Yeshiva and Shul for over 50 years) that the Debtor alleges is its sole asset. Despite the pendency of that dispute, which may (and the Objectors contend likely will) result in a ruling in favor of the Objectors, the Debtor has proposed a plan of reorganization under which the Property is to be sold, without regard to its owner, to pay the Debtor's outstanding debts, with only leftover proceeds going to the Objectors (if they prevail on the title dispute) -- even though the Objectors have no desire to sell their long-standing religious home and place of worship and are not jointly liable for any of the Debtor's debts. Outside of bankruptcy, a party's attempted sale of real property it does not own would be conversion. The same should be true in bankruptcy, and the Court should not countenance plan confirmation before the Property's rightful owner is determined. The Objectors point out that the Debtor cannot sell the Property under the Plan because ownership of the Property is in dispute -- and the Objectors cannot be "made whole" with money. Although the Debtor disputes it, the Objectors assert that they fully own the Property -- where they have operated their religious congregation and school for over 50 years and, critically, where they desire and intend to remain doing so indefinitely into the future. Accordingly, the Objectors have not filed a claim for, or otherwise sought, money or damages of any sort from the Debtor (other than costs of litigation once they prevail). Instead, they filed a quiet-title action against the Debtor and its owner -- to adjudicate their ownership of the Property itself -- a claim that the State Court determined was pleaded sufficiently to survive the Debtor's document-based motion to dismiss and would necessitate discovery. According to the Objectors, the Property cannot simply be sold before the parties' ownership dispute is resolved. If the Objectors prevail in that dispute, the victory will be hollow if they still will have lost the decades-old home of their religious community. In addition, the Objectors point out that the Debtor cannot pay its debts and expenses from sale proceeds that may belong to the Objectors. Even if the sale proceeds were sufficient to satisfy the Objectors (and they would not be given the uniqueness of the Property and YCC's decades-long operating history at the Property), the Debtor's proposed plan does not even call for those proceeds to be fully paid to the Objectors-even in the event the Objectors prevail in the dispute. Rather, the proposed plan provides for the Debtor's other debts to be paid from the proceeds-including the Debtor's tax bill and the Debtor's legal bills-and for the Objectors, if they prevail, to be paid only whatever amounts are left over. Counsel for Yeshiva Chofetz Chaim, Inc. and 82 Highview LLC: Israel Dahan, Esq. KING & SPALDING LLP 1185 Avenue of the Americas New York, NY 10036 Tel: (212) 556-2100 Fax: (212) 556-2200 E-mail: idahan@kslaw.com About Shem Olam The Debtor is the owner of the real property located at 82 Highview Road, Suffern, New York 10901 ("Property"). Rabbi Aryeh Zaks is the present manager of Shem Olam LLC. Rabbi Aryeh Zaks is the present manager of Shem Olam LLC. Yeshiva Chofetz Chaim Inc. ("YCC") formerly owned the Property. In September 2017, Del Realty, LLC, acquired the Property from TD Bank for $1,400,00 in a foreclosure auction. On Dec. 28, 2018, the Property was conveyed from Del Realty to 82 Highview LLC, which was formed by Rabbi Aryeh Zaks to use the site for YCC or form his own new yeshiva on the site of a new campus and (ultimately) student housing units. On June 29, 2021, after Zaks became the sole member and manager of 82 Highview, he caused the Property to be transferred to Shem Olam. There is currently a pending litigation in the Supreme Court of the State of New York, County of Rockland styled Yeshiva Chofetz Chaim Inc. and 82 Highview LLC v. 82 Highview LLC, Shem Olam LLC, and Aryeh Zaks, Index Number 036879/2021 (the "State Court Litigation"). In the State Court Litigation, plaintiffs sought declaratory relief regarding the Property and to set aside the deed conveying the Property to Shem Olam. On July 12, 2022, the State Court denied the defendants' motion to dismiss the State Court Litigation. On July 25, 2022, the defendants appealed the State Court's decision. Shem Olam LLC and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-22493). In the petition filed by Rabbi Aryeh Zaks, as manager, the Debtor estimated assets and liabilities between $1 million and $10 million each. Arnold Mitchell Greene, of Leech Tishman Robinson Brog PLLC, is the Debtor's counsel. SILVER STAR: Court OKs Final Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Oklahoma authorized Silver Star of Nevada, Inc. to use cash collateral on a final basis in accordance with the budget, with a 15% variance. The Debtor requires the use of cash collateral to maintain its current business operations. CrossFirst Bank asserts a claim against the Debtor in the approximate amount of $1.7 million, together with interest fees and costs, secured by substantially all of the Debtor's assets, including the proceeds therefrom. The Debtor's ability to (i) maintain its operations, (ii) successfully reorganize its financial affairs, and (iii) eventually repay its secured and unsecured creditors, depends upon the Debtor's ability to use the cash collateral. As partial adequate protection for the use of cash collateral, CrossFirst is granted, effective as of the Petition Date, valid, binding, enforceable, and automatically perfected liens coextensive with CrossFirst's pre-petition liens, in all currently owned or hereafter acquired property and assets of the Estate. As additional adequate protection of CrossFirst's interest in the Collateral and the cash collateral, CrossFirst is entitled to adequate protection payments of $30,000 per month payable on the last day of each month until such time as CrossFirst Pre-Petition Claim has been indefeasibly paid and satisfied in full in accordance with the Pre-Petition Claim Documents. CrossFirst is also granted an allowed super-priority administrative claim under 11 U.S.C. section 507(b), with priority in payment over any and all administrative expenses. These events constitute an "Event of Default": a. Seven business days following CrossFirst's delivery of a notice of a breach by the Debtor of any obligations under the Order, which breach remains uncured at the end of 7 Business days after the notice period – CrossFirst will provide counsel for the U.S. Trustee and counsel for any Creditors' Committee (should one be appointed) a courtesy copy of any notice of breach provided thereunder; b. Conversion of the Case to a case under Chapter 7 of the Bankruptcy Code; d. The entry of any order modifying, reversing, revoking, staying, rescinding, vacating, or amending the Order without the express prior written consent of CrossFirst; and e. The lifting of the automatic stay for any party other than CrossFirst, or any party foreclosing or otherwise seeking to enforce any lien or other right such other party may have in and to the CrossFirst Pre-Petition Collateral and/or any part of the CrossFirst Pre-Petition Collateral. A copy of the order is available at https://bit.ly/3FkHEEv from PacerMonitor.com. A copy of the budget is available at https://bit.ly/3YU9v57 from PacerMonitor.com. The Debtor projects $857,266 in total cash receipts and $602,319 in total operating disbursements for the period ending March 24, 2023. About Silver Star of Nevada, Inc. Silver Star of Nevada, Inc. owns and operates oil and gas properties in the State of Oklahoma. The Debtor has operated working interests in approximately 18 wells. Debtor has non-operated working interests in approximately 10 wells. These wells are located in Kingfisher, Logan and Johnston Counties, Oklahoma. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 23-10315) on February 14, 2023. In the petition signed by Charles V. Long, Jr., president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Sarah A. Hall oversees the case. Stephen J. Moriarty, Esq., at Fellers, Snider Et Al, represents the Debtor as legal counsel. SORRENTO THERAPEUTICS: Seeks Removal of NantCell From Committee --------------------------------------------------------------- Sorrento Therapeutics, Inc. and Scintilla Pharmaceuticals, Inc. seek the removal of NantCell, Inc. from the official unsecured creditors' committee appointed in their Chapter 11 cases. In a motion filed with the U.S. Bankruptcy Court for the Southern District of Texas, the companies cited NantCell's "conflicting interests," which necessitates the creditor's removal from the committee. "NantCell is a competitor of the [companies] that will benefit if the [companies] fail to reorganize or fail to sell as a going concerned," said Kristhy Peguero, Esq., one of the attorneys at Jackson Walker, LLP representing the companies. "NantCell's interests are at odds with the [companies'] estate." Aside from being a competitor, NantCell has also been locked in litigation with the companies for several years, according to the attorney. "NantCell's parochial interests as a litigation party should preclude them from participating in deliberations around the unsecured creditors' committee's position on such matters," Ms. Peguero said. The U.S. Trustee for Region 7 appointed a five-member unsecured creditors' committee on Feb. 28. The four other members of the committee are Synova Pesquisa Cientifica LTDA., Worldwide Clinical Trials, Inc., TriLink Biotechnologies, LLC, and HCP Life Science REIT, Inc. These committee members are either landlords or trade creditors. About Sorrento Therapeutics Sorrento Therapeutics, Inc. -- http://www.sorrentotherapeutics.com/ -- is a clinical and commercial stage biopharmaceutical company developing new therapies to treat cancer, pain (non-opioid treatments), autoimmune disease and COVID-19. Sorrento's multimodal, multipronged approach to fighting cancer is made possible by its extensive immuno-oncology platforms, including key assets such as next-generation tyrosine kinase inhibitors ("TKIs"), fully human antibodies ("G-MAB(TM) library"), immuno-cellular therapies ("DAR-T(TM)"), antibody-drug conjugates ("ADCs"), and oncolytic virus ("Seprehvec(TM)"). Sorrento is also developing potential antiviral therapies and vaccines against coronaviruses, including STI-1558, COVISHIELD(TM) and COVIDROPS(TM), COVI-MSCTM; and diagnostic test solutions, including COVIMARK(TM). Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90085) on Feb. 13, 2023. Sorrento disclosed assets in excess of $1 billion and liabilities of about $235 million as of Feb. 10, 2023. Judge David R. Jones oversees the cases. Jackson Walker LLP and Latham & Watkins LLP are serving as legal counsel to Sorrento. M3 Partners is serving as restructuring advisor. Stretto Inc. is the claims agent. On Feb. 28, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by the law firms of Norton Rose Fulbright US, LLP and Milbank, LLP. SOUTHEAST HOSPITAL: Moody's Alters Outlook on Ba1 Rating to Neg. ---------------------------------------------------------------- Moody's Investors Service has affirmed Southeast Hospital (d/b/a SoutheastHealth), MO's Ba1 revenue bond rating. The outlook was revised to negative from positive. SoutheastHealth had approximately $181 million of debt outstanding at fiscal year end 2022. RATINGS RATIONALE The outlook change reflects concerns that SoutheastHealth will face headwinds in returning to historically stronger performance, with weak fiscal 2022 and 2023 operating cash flow margins constrained by elevated labor costs stemming from industrywide shortages as well as the departure of two key physicians. As a result of weak performance, management does not expect to meet its debt service coverage covenant of 1.25 times for fiscal 2022 and will seek a bondholder forbearance agreement. The affirmation of the Ba1 reflects an expectation that management will be successful in attaining a forbearance agreement. The affirmation of the Ba1 also reflects the system's good market position, which will be maintained given the presence of narrow networks and focused service line expansion in recent years. Management expects operational and financial improvement plans to stabilize performance in fiscal 2023 and drive performance recovery in fiscal 2024. This will be driven by recruitment of new physicians to ramp up lost volume, as well as labor productivity and expense management strategies gaining traction. Management also expects to onboard a third-party consultant to find additional improvement opportunities. While liquidity will moderate given lower operating performance levels, days cash on hand will likely remain adequate while improvement initiatives take hold. The system's manageable capital spending plans, conservative investment allocation and all-fixed rate debt structure will limit further calls on cash. Leverage metrics will remain weak given the performance downturn. Favorably, no new debt is anticipated over the near term. On January 30, 2023, SoutheastHealth signed a letter of intent with St. Louis-based Mercy Health to join the health system as a full member. This transaction is not incorporated into the rating assessment at this time. However, if finalized, it could have positive credit implications. RATING OUTLOOK The negative outlook reflects challenges that SoutheastHealth will have in improving operating performance during 2023 and beyond. If operating cash flow margins do not improve to levels that will enable the system to meet covenants in fiscal 2023, or if cash declines beyond expectations, the rating could be downgraded. Failure to receive a forbearance agreement with a majority of bondholders will also likely result in a downgrade. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS -- Material and sustained improvement of operating margins -- Meaningful and sustained growth in days cash on hand -- Significant improvement in cash to debt and debt to cash flow -- Successful completion of strategic partnership as a full member FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS -- Failure to receive a forbearance agreement from a majority of bondholders -- Failure to demonstrate operating cash flow improvement, which enables the system to meet covenants in 2023 -- Inability to stem cash declines in line with recovery plans; further reduction in days cash or cash to debt -- Inability to secure a strategic partnership LEGAL SECURITY Bonds are secured by a joint and several pledges of unrestricted receivables of the obligated group, consisting solely of SoutheastHealth hospital. There is a negative mortgage lien with permitted encumbrances. Additional indebtedness is permitted under the Master Trust Indenture (MTI). However, given the anticipated fiscal 2022 debt service coverage ratio, SoutheastHealth would be required to get approval from greater than 51% of bondholders for additional long-term debt. Financial covenants under the MTI include a debt service coverage ratio (DSCR) of at least 1.25 times measured semiannually (mid-year based on a trailing twelve months) and annually based on audited financial performance, with provisions in place relating to retention of a consultant if those levels are not met. If the annual debt service covenant is above 1.25 in the immediately preceding fiscal year, the obligated group shall not be required to perform a mid-year debt service calculation. An event of default will occur if coverage of at least 1.00 is not attained at the time of measurement. Additionally, there is a liquidity covenant equal to 60 days cash on hand measured annually. SoutheastHealth does not anticipate meeting the annual debt service covenant for fiscal 2022 when the audited financial statements are delivered and is in the process of seeking a forbearance agreement from bondholders. A springing MTI was executed with the Series 2021 issuance and will take effect once the Series 2021 bonds constitute 51% of outstanding debt. Once effective, under the springing covenants, the debt service coverage ratio requirement would be changed from 1.25 times to 1.10 times and the requirement to compute and report a mid-year debt service coverage ratio requirement would be eliminated. Additionally, failure for the obligated group to achieve the annual debt service coverage ratio will not constitute an event of default, so long as a consultant is secured and days cash on hand remains above 60 days. Failure to achieve a historical debt service coverage ratio of at least 1.00 for two consecutive fiscal years shall constitute an event of default. PROFILE Southeast Hospital, d/b/a SoutheastHealth is a not-for-profit 501(c)(3) health system located in Missouri. The system operates a flagship hospital of 245 licensed beds in Cape Girardeau, a rural community hospital in Dexter, and numerous outpatient clinics. METHODOLOGY The principal methodology used in these ratings was Not-For-Profit Healthcare published in December 2018. SPIRIPLEX INC: Court OKs Cash Collateral Access Thru April 30 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Spiriplex, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through April 30, 2023. The Court said the Debtor may only pay professionals after the professional fees are approved by further Court order. In return for the Debtor's continued interim use of cash collateral, the Small Business Administration is granted the following adequate protection for its purported secured interests in cash collateral equivalents, including the Debtor's cash, accounts receivable and inventory, among other collateral: A. The Debtor will permit the SBA to inspect, upon reasonable notice, and within reasonable business hours, the Debtor's books and records; B. The Debtor will maintain and pay premiums for insurance to cover all of its assets from fire, theft and water damage; C. The Debtor will, upon reasonable request, make available to the SBA evidence of that which purportedly constitutes their collateral or proceeds; D. The Debtor will properly maintain the collateral and properly manage the collateral; and E. The Debtor will grant a replacement lien to the SBA to the extent of its prepetition lien, and attaching to the same assets of the Debtor in which the SBA asserted pre-petition liens. A further hearing on the matter is set for April 18, 2023 at 1:30 p.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3Fom7L0 from PacerMonitor.com. The Debtor projects $60,070 in total expenses for 30 days. About Spiriplex, Inc. Spiriplex, Inc. specializes in micro-sample allergenic diagnostics, providing clinical laboratory services throughout the U.S. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-02773) on March 1, 2023. In the petition signed by David C. Fleisner, CEO, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Jacqueline Cox oversees the case. Scott R. Clar, Esq., at Crane, Simon, Clar & Goodman, serves as counsel to the Debtor. SPRING MOUNTAIN: Exclusivity Period Extended to July 26 ------------------------------------------------------- Judge Charles Novack of the U.S. Bankruptcy Court for the Northern District of California extended Spring Mountain Vineyard, Inc.'s exclusivity period to file its chapter 11 plan from January 27, 2023 to July 26, 2023. The judge also extended the Debtor's exclusivity period to obtain acceptances of its chapter 11 plan from March 28, 2023 to September 24, 2023. Judge Novack found that the extension is in the best interests of the Debtor and its bankruptcy estate. About Spring Mountain Vineyard Spring Mountain Vineyard, Inc. is a privately-owned estate comprised of four vineyards. Its beneficial owner is Jacob Safra who also owns Encyclopaedia Britannica, Inc. Spring Mountain Vineyard sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 22-10381) on Sept. 29, 2022, with $100 million to $500 million in both assets and liabilities. Constantine S. Yannias, president of Spring Mountain Vineyard, signed the petition. Judge Charles Novack oversees the case. The Debtor tapped Greenspoon Marder, LLP as bankruptcy counsel; Cohen Tauber Spievack & Wagner PC, Stanzler Law Group, PC, and Abbott & Kindermann, Inc. as special counsels; and BNP Paribas Securities Corp. as investment banker. Getzler Henrich & Associates, LLC and Jigsaw Advisors, LLC provide interim management services and outside winery operations and management services, respectively. STIMWAVE TECHNOLOGIES: Asks to Extend Solicitation Period to Apr 24 ------------------------------------------------------------------- Stimwave Technologies Incorporated and Stimwave LLC ask the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive period for soliciting acceptance of the Debtors' Chapter 11 Plan from March 12 to April 24, 2023. The Debtors made the request out of an abundance of caution while they tabulate the votes on the Plan. The Debtors explained that while they anticipate overwhelming acceptance of the Plan by the voting classes and confirmation of the Plan in a few weeks, they seek the extension in the off-chance that the Plan is not accepted and they are required to pursue an alternative path. About Stimwave Stimwave Technologies Incorporated and Stimwave LLC manufacture, distribute, and provide ongoing support for implantable, minimally invasive neurostimulators, which are used as a treatment for chronic intractable pain. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. LeaD Case No. 22-10541) on June 15, 2022. In the petition signed by Aure Bruneau, as manager, the Debtors disclosed up to $100 million in assets and up to $50 million in liabilities. Young Conaway Stargatt and Taylor, LLP and Gibson, Dunn and Crutcher LLP serve as the Debtors' legal counsel. The Debtors also tapped Honigman LLP and Jones Day as special counsel; Riverson RTS, LLC as financial advisor; and GLC Advisors and Co., LLC and GLCA Securities, LLC as investment bankers. Kroll Restructuring Administration is the Debtors' administrative advisor and notice, claims, solicitation and balloting agent. On July 6, 2022, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in these cases. Culhane Meadows, PLLC and Province, LLC serve as the committee's legal counsel and financial advisor, respectively. STOCKTON GOLF: April 4 Plan Confirmation Hearing Set ---------------------------------------------------- On March 8, 2023, Stockton Golf and Country Club, a California Nonprofit Mutual Benefit Corporation, filed with the U.S. Bankruptcy Court for the Eastern District of California an Amended Plan of Reorganization and Disclosure Statement. On March 9, 2023, Judge Christopher D. Jaime approved the Disclosure Statement and ordered that: * April 4, 2023 at 11:00 a.m. at the United States Bankruptcy Court, 501 I Street, 6th Fl., Courtroom 32, Sacramento, California is the hearing on confirmation of the Plan. * April 3, 2023 is fixed as the last day for the Plan Proponent to file a tabulation of Ballots as well as a case hearing status report after meeting and conferring with Bank of Stockton and/or any other objecting creditor with respect to a proposed plan confirmation discovery and briefing schedule. * March 31, 2023, 4:00 p.m. is the date and time fixed as the last date and time for: -- Receipt via First Class Mail delivery service, email or fax of the completed ballot accepting or rejecting the Plan to counsel for the Plan Proponent; -- Filing and service pursuant to Federal Rule of Bankruptcy Procedure 3020(b)(1) written objections and initial evidence in opposition to confirmation of the Plan; -- Filing and service of initial Confirmation Brief; and -- Filing and service of initial Confirmation Evidence. A copy of the Order dated March 9, 2023 is available at https://bit.ly/42amjYd from PacerMonitor.com at no charge. 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 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. STOCKTON GOLF: Unsecured Creditors to Recover 10% in Dual Plan -------------------------------------------------------------- Stockton Golf and Country Club, a California Nonprofit Mutual Benefit Corporation, submitted an Amended Plan of Reorganization and a corresponding Disclosure Statement on March 8, 2023. The Plan contemplates that the Debtor in Possession 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, (2) if no such sale occurs prior to confirmation, 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 approximately $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 in Possession respectfully disagrees with the Bank of Stockton. This Disclosure Statement contains estimates by the Debtor in Possession of many facts, including but not limited to the value of the Golf Course real and personal property that the Court will adopt at the Plan Confirmation hearing and the Reorganized Debtor's projected future revenues and expenses. If the Court disagrees with the Debtor's estimates, the Court may not confirm the Plan on multiple grounds, including but not limited to whether the Plan is feasible or in the best interests of creditors. The treatment of creditors may be modified to reflect the Court's findings. If any modifications are materially worse for a class of creditors, such class(es) may receive a supplemental disclosure statement and a chance to change their votes on the Plan. 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 based on the Debtor in Possession's estimated liquidation analysis. The Bank of Stockton is anticipated to dispute the Debtor in Possession'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 in Possession respectfully 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. Under the Plan, Class 12 General Unsecured Creditors that opt in or are deemed to opt in with claims less than $25,000. A single 10% distribution on or before December 31, 2023. Class 13 General Unsecured Creditors estimated total claims $3,673,811 (including the unsecured portion of BOS' Class 2a 2b and 2c claims). Distributions over five-year period ending on September 30, 2028 in the amount of 10%. Though it is speculative whether 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 address deferred maintenance and agree to operate it for at least twelve years in accordance with its historical use and nonprofit purpose, the Debtor in Possession may bring a motion before the Court either prior to confirmation of the Plan. The Debtor in Possession 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 so as to satisfy all Plan obligations to such creditors. 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 March 8, 2023, is available at https://bit.ly/3ZDzRcS from PacerMonitor.com. About Stockton Golf and Country Club The history of Stockton Golf and Country Club dates back almost to the year that the first golf course opened in California near Napa (Aetna Springs) in 1892. Only 18 years later (1910), the first Stockton Golf and Country Club was formed (Secretary of State number 61322) as a Nonprofit Corporation (General). This 1910 nonprofit golf entity expired by its terms, and in 1914, SG&CC was formed when its Articles of Incorporation were filed as a nonprofit (Mutual Benefit) corporation with the California Secretary of State, and SG&CC is still an active and in good standing Nonprofit Mutual Benefit Corporation with the California Secretary of State. 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. STREAM TV NETWORKS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Stream TV Networks, Inc. 209 Chestnut Street 3rd Floor Philadelphia, PA 19103 Business Description: Stream TV Networks, Inc. develops technology intended to display three- dimensional content without the use of 3D glasses. Chapter 11 Petition Date: March 15, 2023 Court: United States Bankruptcy Court Eastern District of Pennsylvania Case No.: 23-10763 Judge: Hon. Magdeline D. Coleman Debtor's Counsel: Rafael X. Zahralddin-Aravena, Esq. LEWIS BRISBOIS BISGAARD & SMITH 550 E. Swedesford Road, Suite 270 Wayne, PA 19087 Tel: (302) 985-6004 Email: Rafael.Zahralddin@lewisbrisbois.com Estimated Assets: $500 million to $1 billion Estimated Liabilities: $10 million to $50 million The petition was signed by Mathu Rajan as director. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2RARBPA/Stream_TV_Networks_Inc__paebke-23-10763__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Adept Chip Service Employee and/or $324,644 Private Ltd. Consultant Search Site No.86, 1st Floor, and Placement LRDI Layout Karthik Firm Nagar, fvlarathahalli Outer Ring Bengaluru, India 560037 A. Tirumala Kumar Email: madanlolugu@adeptchips.com Tel: (916)363-0926 2. Arasan Chip Vendor $132,500 Systems, Inc. 2150 North First Street, Suite 240 San Jose, CA 95131 Vinod Nichani, Principal Email: vinod@nichanilawfirm.com Tel: (408) 800-6174 3. Cadence Design Electronics $524,340 Systems, Inc. Design 2655 Seely Avenue Automation San Jose, CA 95134 Wendy Lujan-Cavin Email: wendy@cadence.com 4. DLA Piper LLP(US) Professional Fees $798,925 6225 Smith Avenue Baltimore, MD 21209-3600 Email: diane.williams@dla piper.com Tel: (410) 580-3000 5. Elliott Greenleaf Professional Fees $216,179 1105 North Market Street 17th Floor Wilmington, DE 19801-1216 Email: jms@elliottgreenleaf.com Tel: 215-977-1000 6. Hold Jumper Exporter/ $1,359,151 (Suzhou) Packing Manufacturer Co. Ltd. No. 1, Xiang Street, High-Tech District Suzhou, China David Lee Email: david@hj-packing.com suzhousjg@163.com 7. Iinuma Gauge Flat Panel $7,643,690 Manufacturing Co., Display Ltd (JPY) 11400-327 Harayama, Tamagawa Chino-City Nagano, Japan 391-0011 Email: kz.iinuma@iinuma- gauge.co.jp Tel: 0266-79-5600 8. IMG Media Ltd Marketing/ $426,437 Building 6, Chiswick Rebranding Park Fees 566 Chiswick High Road London, England, UK W4 5HR Email: media.AR@img.com 44/0203 107 0765 9. Innoventures Group LLC Engineering $118,465 1105 William Penn Drive Consulting Bensalem, PA 19020 Email: innoventuresgroup llc@gmail.com Tel: 267-566-0354 10. Jamuna Travels, Inc Travel Agent $122,768 6439 Market St Upper Darby, PA 19082 Reji Abraham Fax: (610) 352-9819 Tel: (610) 352-7280 11. Marcum LLP Professional Fees $146,820 One SE Third Ave, Suite 1100 Miami, FL 33131 Ilyssa K. Blum, CPA Email: ilyssa.blum@marcumllp.com Tel: (305) 995-9600 12. Matrex Exhibits, Inc. CES Show Booth $155,000 301 S. Church St. Addison, IL 60101 Jonathan Aniszewski Email: jona@cld1ltd.com Tel: +44 7803115526 13. Mentor Graphics Electronics $402,564 Corporation Design 8005 SW Boeckman Rd. Automation Wilsonville, OR 97070-7777 Sandie Beebe Email: sandra_beebe@mentor.com Tel: (503) 685-1858 14. Pegatron Manufacturer $500,000 Corporation 5F., No. 76, Ligong St., Beitou District Taipei City 112 Taiwan Sal Lu Email: sal_lu@pegatroncorp.com 15. ST4M Electronics, $116,844 Inc. Beijing Office Room 1102, Building 313 Hui Zhong Bei Li Beijing, Chaoyang District, China Wangling mattjjlo@gmail.com Tel: +86-10-64800719-18 16. Cipher $109,200 Development Partners, LLC Tel: (408) 222-6462 17. Trans World Marketing/ $420,000 International, LLC Rebranding Fees 200 Fifth Ave 7th Floor New York, NY 10010 Email: mediaAR@img.com 44/0203107 0765 18. Triple Crown Employee and/or $162,115 Consulting, LLC Consultant Search 10814 Jollyville Rd, and Placement Firm Suite 100 Austin, Texas 78759-0000 Email: ar@tripleco.com Tel: (512) 331-8880 19. US Compliance Professional $165,281 Services LLC Fees 199 North Woodbury Road Suite # 103 Pitman, NJ 08071 Email: mmassimi@dhglob altax.com Tel: (267) 908-6620 20. Vayikra Capital LLC Loans $173,798 1 Farmstead Road Short Hills, NJ 07078 Email: phil@darivoff.net Tel: 973-379-4044 SUN BORICUA: Taps KPG Law as Special Counsel in Engiworks Suit -------------------------------------------------------------- Sun Boricua Pa'l Mundo, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ KPG Law as its special counsel. That Debtor requires legal assistance to continue the case styled Sun Boricua Pal Mundo Inc. vs. Engiworks Inc., (Case No. CG2021CV01263) filed in Caguas Superior Court. The Engiworks case is a collection of money and breach of contract case. As compensation, KPG Law will get 33 percent of the judgment or settlement. As disclosed in court filings, KPG Law neither holds nor represents an interest adverse to the Debtor's estate. The firm can be reached through: Kelvindranath Perez Gutierrez, Esq. KPG Law P.O. Box 141082 Arecibo PR 00614 Carr 130 KM 11.4 Hatillo, PR Phone: +1 787-567-0080 Email: kpglawoffice@icloud.com About Sun Boricua Pa'l Mundo Sun Boricua Pa'l Mundo, Inc., doing business as Sun Boricua, sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-02809) on Sept. 27, 2022, with up to $50,000 in assets and up to $500,000 in liabilities. Hector Javier Rullan Nieves, president, signed the petition. Judge Maria de los Angeles Gonzalez oversees the case. The Debtor tapped Homel A. Mercado-Justiniano, Esq., as bankruptcy counsel; KPG Law as special counsel; and Joshuan R. Feliciano Cosme as accountant. TARONIS FUELS: Seeks to Extend Plan Exclusivity to July 11 ---------------------------------------------------------- Taronis Fuels, Inc. and its affiliate debtors and debtors-in- possession asks the U.S. Bankruptcy Court for the District of Delaware to extend the exlusive periods during which only the debtors may file a Chapter 11 plan and solicit acceptances thereof to July 11 and September 7, respectively. The initial exclusive filing period ends on March 13, 20233, while the exclusive solicitation period ends on May 10, 2023. The Debtors stated that they have made significant progress in moving their Chapter 11 cases to a successful completion, including: (a) successfully completing the sale of substantially all of their assets located in California that are used or useful in the industrial gas and welding supply distribution business, as well as the sale of substantially all of their assets related to their Texas retail business; (b) rejecting leases and abandoning personal property to eliminate burdensome expenses for the Debtors' estates; (c) preparing and filing the schedules of assets and liabilities and statements of financial affairs; (d) preparing and filing the Debtors' initial and monthly operating reports; (e) resolving certain contested matters; and (f) commencing drafting of a chapter 11 plan. The Debtors further explained that, now that they have sold substantially all of their assets and are winding down, they require additional time to complete remaining inventory liquidations and to engage in discussions with key stakeholders before filing and prosecuting a plan of liquidation. About Taronis Fuels Taronis Fuels, Inc. and its affiliates manufacture and distribute industrial, medical, specialty and beverage gases and associated welding and safety supplies. Taronis Fuels and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-11121) on Nov. 11, 2022. In the petitions signed by their chief executive officer, R. Jered Ruyle, the Debtors estimated $10 million to $50 million in both assets and liabilities. Judge Brendan L. Shannon oversees the case. The Debtors tapped Potter Anderson & Corroon LLP as general bankruptcy counsel; Aurora Management Partners, Inc. as restructuring advisor; and Chipman Brown Cicero & Cole, LLP as special litigation counsel. Donlin, Recano & Company Inc. is the claims and noticing agent and administrative advisor. TECHNOVATIVE MEDIA: Case Summary & One Unsecured Creditor --------------------------------------------------------- Debtor: Technovative Media, Inc. 2009 Chestnut Street, 3rd Floor Philadelphia, PA 19103 Chapter 11 Petition Date: March 15, 2023 Court: United States Bankruptcy Court Eastern District of Pennsylvania Case No.: 23-10764 Judge: Hon. Magdeline D. Coleman Debtor's Counsel: Asher A. Block, Esq. LEWIS BRISBOIS BISGAARD & SMITH 550 E. Swedesford Road, Suite 270 Wayne, PA 19087 Tel: (215) 977-4066 Email: Asher.Block@lewisbrisbois.com Estimated Assets: $500 million to $1 billion Estimated Liabilities: $1 million to $10 million The petition was signed by Mathu Rajan as director. The Debtor listed Rembrandt 3D Holding Ltd. located at 128 Bull Hill Road Newfield, NY 14867 as its only unsecured creditor holding a claim of more than $10 million. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3GIVD5I/Technovative_Media_Inc__paebke-23-10764__0001.0.pdf?mcid=tGE4TAMA TEREX CORP: Moody's Upgrades CFR to Ba3 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service upgraded Terex Corporation's corporate family rating to Ba3 from B1, probability of default rating to Ba3-PD from B1-PD, senior secured rating to Baa3 from Ba1, and senior unsecured rating to B1 from B2. The outlook was changed to stable from positive. Moody's left the company's speculative grade liquidity rating unchanged at SGL-1. "The upgrade of Terex's ratings reflect Moody's view that debt-to-EBITDA will remain low and the company will see free cash flow of more than $100 million per annum over the next few years," said Brian Silver, Moody's Vice President-Senior Analyst. Upgrades: Issuer: Terex Corporation Corporate Family Rating, Upgraded to Ba3 from B1 Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Senior Secured Bank Credit Facility, Upgraded to Baa3 (LGD2) from Ba1 (LGD2) Senior Unsecured Regular Bond/Debenture, Upgraded to B1 (LGD4) from B2 (LGD4) Outlook Actions: Issuer: Terex Corporation Outlook, Changed To Stable From Positive RATINGS RATIONALE Terex's ratings reflect good scale, healthy customer and geographic diversification and well established brands with solid market positions. Although a decline in demand is not anticipated over the next 12 to 18 months, Terex does have exposure to cyclical end-markets where demand for its Materials Processing (MP) and Aerial Work Platforms (AWP) products can shift rapidly. Debt-to-LTM EBITDA at December 31, 2022 is low at 2.0 times and is expected to remain relatively flat for 2023. Moody's expects Terex will have 3% topline growth in 2023 from price increases. However, supply chain issues will continue to constrain production volume. Although profit margin has strengthened over the last two years, Moody's expects moderate margin deterioration in 2023 resulting from cost inflation and execution challenges and operating inefficiencies as the company moves into a new permanent manufacturing facility in Monterrey, Mexico. The stable outlook reflects Moody's expectation that Terex will transition into the company's Monterrey, Mexico facility with some operational disruption that will weaken 2023 margin. Moody's also expects debt-to-EBITDA will be sustained around 2.0 times. The SGL-1 speculative grade liquidity rating reflects Moody's expectation that Terex will have very good liquidity over the next 12 to 18 months. Moody's expect the company to have roughly $100 million of free cash flow in 2023 that will add to $304 million of cash the company had at December 31, 2022. Terex also has $423 million of availability on a $600 million revolving credit facility that expires in April 2026. The revolver has springing covenants that are tested when borrowings exceed 30% of the facility amount ($180 million) requiring minimum interest coverage of 2.5 times ratio and maximum senior secured leverage of 2.75 times. Moody's do not expect the covenants will be tested over the next twelve months despite the company being only $3 million away from the testing threshold. However, if the covenants were tested Moody's would expect the company to be in compliance. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Terex grows revenue and diversifies its business while EBITA margin approaches 12%. The company would also need to maintain very good liquidity, including restoring revolver availability, and maintain conservative financial policies for a rating upgrade. The ratings could be downgraded if supplier challenges become more of a concern, debt-to-EBITDA is sustained above 3.0 times or liquidity weakens, including negative free cash flow. Also, if the company implements a more aggressive financial policy with an increased focus on acquisitions or shareholder returns, the ratings could be downgraded. The principal methodology used in these ratings was Manufacturing published in September 2021. Headquartered in Norwalk, CT, Terex Corporation (NYSE: TEX) is a global manufacturer of material processing and lifting products and services. The company reports in two business segments: Materials Processing (MP) and Aerial Work Platforms (AWP). THRIVIFY LLC: Involuntary Chapter 11 Case Summary ------------------------------------------------- Alleged Debtor: Thrivify LLC The Lodge in Sisters, LLC The Lodge in Sisters, ABN 411 E Carpenter Lane Sisters OR 97759 Business Description: Thrivify owns and operates an assisted living facility in Sisters, Oregon that provides a variety of living options to choose from, including Independent Living for active seniors, Assisted Living for those in need of support with the activities of daily life, and short-term Respite stays. Involuntary Chapter 11 Petition Date: March 15, 2023 Court: United States Bankruptcy Court District of Oregon Case No.: 23-30538 Petitioners' Counsel: Erich M. Paetsch, Esq. SAALFELD GRIGGS PC 250 Church Street SE, Suite 200 Salem OR 97301 Tel: (503) 399-1070 Email: epaetsch@sglaw.com A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PAOZ7SA/Thrivify_LLC__orbke-23-30538__0001.0.pdf?mcid=tGE4TAMA Alleged creditors who signed the petition: Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ 1. Clutch Industries Inc. Unpaid Sums of $127,625 360 Belmont Street NE contract Salem OR 97301 2. Terence C. Blackburn Joint Loan $1,183,211 260 Belmont Street NE Salem OR 97301 - and - Sean A. Blackburn 360 Belmont Street NE Salem OR 97301 3. Terence C. Blackburn GNCU Advance $128,699 360 Belmont Street NE Salem OR 97301 TITAN IMPORTS: Small Business Plan Confirmed by Judge ----------------------------------------------------- Judge Daniel P. Collins has entered findings of fact, conclusions of law and order confirming the Small Business First Amended Plan of Reorganization of Titan Imports, Inc. The Debtor has proposed the Plan in good faith and not by any means forbidden by law, thereby satisfying section 1129(a)(3) of the Bankruptcy Code. The Plan was proposed with the legitimate and honest purpose of maximizing the value of the Debtor's Estate, to satisfy substantial obligations of the Debtor, and to effectuate a successful reorganization of the Debtor. In order to satisfy section 1129(a)(11) of the Bankruptcy Code, the Debtor need not prove that there is an absolute certainty that the conditions to confirmation will be met. On the contrary, the Debtor need only show that the Plan offers a reasonable assurance of success. The Plan's projections show that Reorganized Titan will have adequate capital and net operating income to meet its ongoing obligations. Thus, the Plan has the requisite level of likelihood of success. The Plan, as modified by the Confirmation Order, provides that the Priority Tax Claim (i.e., ABC Taxes) will be paid in full with interest beginning on the Plan Effective Date through and including January 31, 2027 (the "Plan Period"), as required by the Bankruptcy Code and more specifically set forth in the Confirmation Order. The holder of the Allowed Secured Claim (Class 1) and holders of Allowed Employee Priority Claims (Class 2) will receive at least as much as they would receive in a case under chapter 7 with respect to those Claims. The treatment of Classes 1 and 2 is fair and equitable and does not unfairly discriminate against said Classes. The holders of Allowed General Unsecured Claims (Class 3) will not receive any consideration under the Plan, but they will receive at least as much as they would receive in a case under chapter 7 with respect to those Claims. The holder of Allowed Equity Interests in Class 4 will retain their Equity Interest under the Plan. The Plan provides for the same treatment of each Claim or Equity Interest in each respective Class, unless the holder of a particular Claim or Equity Interest has agreed to a less favorable treatment of such Claim or Equity Interest, thereby satisfying section 1123(a)(4) of the Bankruptcy Code. The Plan provides for adequate and proper means for its implementation through the Debtor's continued operations. The provisions governing the making of distributions and payments, the distribution procedures, mechanisms and proposed allocations are necessary, fair, reasonable and appropriate. The Debtor has shown through projections annexed to the Plan that it will have sufficient net operating income available to make the distributions required under the Plan through the Plan Period set forth in the Plan or otherwise to implement the Plan. A copy of the Plan Confirmation Order dated March 9, 2023 is available at https://bit.ly/3JjobW0 from PacerMonitor.com at no charge. Attorneys for Debtor: David W. Dooley, Esq. ROBERTS FOWLER & VISOSKY LLP 865 South Marine Corps Drive Suite 201, Orlean Pacific Plaza Tamuning, Guam 96913 Tel: (671) 646-1222 Fax: (671) 646-1223 Email: dooley@guamlawoffice.com Chuck C. Choi, Esq. Allison A. Ito, Esq. CHOI & ITO 700 Bishop Street, Suite 1107 Honolulu, HI 96813 Telephone: (808) 533-1877 Fax: (808) 566-6900 Email: cchoi@hibklaw.com; aito@hibklaw.com About Titan Imports Titan Imports, Inc., is a premium and luxury wines and spirits distribution company in Guam and the Northern Marianas Islands. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Guam Case No. 22-00007) on March 25, 2022. In the petition filed by John D. Antenorcruz, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Frances M. Tydingco-Gatewood oversees the case. David W. Dooley, Esq., at Roberts Fowler and Visosky LLP, is the Debtor's counsel. TRADER CORP: Goldman Sachs Marks C$317,000 Loan at 28% Off ---------------------------------------------------------- Goldman Sachs BDC, Inc. has marked its C$317,000 loan extended to Trader Corporation to market at C$228,000 or 72% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in Goldman Sachs' Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on February 23, 2023. Goldman Sachs BDC, Inc. is a participant in a First Lien Senior Secured Debt to Trader Corporation. The loan accrues interest at a rate of 11.4% (C+6.75%) per annum. The loan matures on December 21, 2029. Goldman Sachs BDC, Inc. was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. Trader Corporation provides online automotive consumer marketplaces, conversion tool, and digital marketing solutions, as well as inventory management and website development services. Trader serves customers in Canada. TRU GRIT FITNESS: Seeks to Hire Campbell Jones Cohen as Accountant ------------------------------------------------------------------ Tru Grit Fitness, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Campbell Jones Cohen CPAs as its accountant. Campbell Jones will assist the Debtor in filing its federal income taxes and complying with any Internal Revenue Service inquiries. The firm will receive a flat fee of $975. As disclosed in a court filing, Campbell Jones Cohen CPAs is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Lisa Jones, CPA Campbell Jones Cohen CPAs 6920 S. Cimarron Rd. Suite 100 Las Vegas, NV 89113 Tel.: 702-255-2330 Fax.: 702-255-2203 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. TUESDAY MORNING: Seeks to Hire A&G as Real Estate Consultant ------------------------------------------------------------ Tuesday Morning Corporation and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire A&G Realty Partners, LLC as real estate consultant. The firm's services include: a. assisting the Debtors with real estate strategy; b. consulting with the Debtors to discuss their goals, objectives and financial parameters in relation to their leases and properties; c. providing ongoing advice and guidance related to individual financing and non-financial lease restructuring opportunities; d. negotiating with the landlords on behalf of the Debtors to obtain lease modifications with respect to specified leases; e. negotiating with the landlords on behalf of the Debtors to obtain early termination rights with respect to specified leases; f. if requested by the Debtors, negotiate with landlords to obtain their consent with respect to specified leases; g. if requested by the Debtors, negotiate with landlords and potential purchasers or assignees of the Debtors' rights with respect to specified leases; h. if requested by the Debtors, provide lease valuations; and i. report periodically to the Debtors regarding the status of the services. The firm will be paid at these rates: -- Monetary Lease Modifications. For each monetary lease modification obtained by A&G, the firm shall earn and be paid a fee in the amount of 3 percent of the occupancy cost savings per lease. -- Non-Monetary Lease Modifications. For each non-monetary lease modification obtained by A&G, the firm shall earn and be paid a fee of $750 per lease. -- Early Termination Rights. For each early termination right obtained by A&G, the firm shall earn and be paid a fee of 1/4 of 1 month's gross occupancy cost per lease. -- Landlord Consents. If requested by the Debtors, for each landlord consent, A&G shall earn and be paid a fee in the amount of $500 per lease. -- Lease Valuations. If requested by the Debtors, for each valuation of a lease provided by A&G, the firm shall earn and be paid a fee in the amount of $200 per lease. Andy Graiser, co-president of A&G, 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: Andy Graiser A&G Realty Partners, LLC 445 Broadhollow Road, Suite 410 Melville, NY 11747 Telephone: (631) 465-9506 Email: andy@agrep.com About Tuesday Morning Dallas, Texas-based Tuesday Morning Corporation is an off-price retailer specializing in products for the home, including upscale home textiles, home furnishings, housewares, gourmet food, toys and seasonal decor, at prices generally below those found in boutique, specialty and department stores, catalogs and on-line retailers. Tuesday Morning and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Texas Lead Case No. 23-90001) on Feb. 14, 2023. The Debtors said both assets and liabilities, on a consolidated basis, range from $100 million to $500 million. Judge Edward L. Morris presides over the cases. The Debtors tapped Munsch Hardt Kopf & Harr, P.C. as bankruptcy counsel; Phelanlaw as special counsel; Force Ten Partners LLC as financial advisor; and Piper Sandler & Co. as investment banker. Stretto, Inc. is the claims and noticing agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors Chapter 11 cases. The committee is represented by the law firms of Fox Rothschild, LLP and Lowenstein Sandler, LLP. TUESDAY MORNING: Seeks to Hire Phelanlaw as Special Counsel ----------------------------------------------------------- Tuesday Morning Corporation and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Phelanlaw as their special counsel. The firm will assist the Debtors in their transition into Chapter 11 and further assist in relation to the Chapter 11 cases. Robin Phelan, Esq., founding partner of Phelanlaw, will be responsible for this case. His rate is $825 per hour. Phelanlaw received a retainer in the amount of $20,000. Robin Phelan, Esq., disclosed in a court filing that his firm neither holds nor represents any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Robin E. Phelan, Esq. Phelanlaw 4214 Woodfin Drive Dallas, TX 75220 Phone: 214-704-0222 Email: robin@phelanlaw.org About Tuesday Morning Dallas, Texas-based Tuesday Morning Corporation is an off-price retailer specializing in products for the home, including upscale home textiles, home furnishings, housewares, gourmet food, toys and seasonal decor, at prices generally below those found in boutique, specialty and department stores, catalogs and on-line retailers. Tuesday Morning and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Texas Lead Case No. 23-90001) on Feb. 14, 2023. The Debtors said both assets and liabilities, on a consolidated basis, range from $100 million to $500 million. Judge Edward L. Morris presides over the cases. The Debtors tapped Munsch Hardt Kopf & Harr, P.C. as bankruptcy counsel; Phelanlaw as special counsel; Force Ten Partners LLC as financial advisor; and Piper Sandler & Co. as investment banker. Stretto, Inc. is the claims and noticing agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors Chapter 11 cases. The committee is represented by the law firms of Fox Rothschild, LLP and Lowenstein Sandler, LLP. TUESDAY MORNING: Taps Force Ten Partners as Financial Advisor ------------------------------------------------------------- Tuesday Morning Corporation and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Force Ten Partners, LLC as their financial advisor. The Debtors require a financial advisor to: a. assist the officers and duly appointed representatives of the Debtors in fulfilling the Debtors' duties; b. assist legal counsel and the Debtors in executing the Debtors' restructuring efforts, including their Chapter 11 cases; c. seek to maximize the value of the Debtors' assets and operations by seeking financing, refinancing of existing debt or recapitalization, negotiating consent to the Debtors' use of cash collateral, seeking the sale of the Debtors or their assets, and seeking a restructuring or reorganizing of the Debtors' businesses, in whole or in part; d. assist in connection with motions, responses, or other court activity as directed by legal counsel; e. prepare periodic reporting to stakeholders, the Board of Directors, the bankruptcy court and the Office of the U.S. Trustee; f. evaluate and develop restructuring plans and other strategic alternatives for maximizing the value of the Debtors and their assets; g. assist in the formulation and preparation of the Debtors' disclosure statement and plan of reorganization; h. assist in negotiations with the Debtors' creditors and other stakeholders, and in developing the response to any objections from parties in interest to the bankruptcy plan or other courses of action undertaken by the Debtors; and i. assist in preparing representatives of the Debtors with respect to declarations, reports, depositions and testimony. The firm will charge these hourly fees: Partners $795 - $950 Managing Directors $495 - $695 Directors $425 - $500 Analysts $255 - $400 As disclosed in court filings, Force Ten Partners is a "disinterested" person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Nicholas Rubin Force 10 Partners, LLC 5271 California Ave., Suite 270 Irvine, CA 92617 Phone: (949) 357-2360 Email: nrubin@force10partners.com About Tuesday Morning Dallas, Texas-based Tuesday Morning Corporation is an off-price retailer specializing in products for the home, including upscale home textiles, home furnishings, housewares, gourmet food, toys and seasonal decor, at prices generally below those found in boutique, specialty and department stores, catalogs and on-line retailers. Tuesday Morning and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Texas Lead Case No. 23-90001) on Feb. 14, 2023. The Debtors said both assets and liabilities, on a consolidated basis, range from $100 million to $500 million. Judge Edward L. Morris presides over the cases. The Debtors tapped Munsch Hardt Kopf & Harr, P.C. as bankruptcy counsel; Phelanlaw as special counsel; Force Ten Partners LLC as financial advisor; and Piper Sandler & Co. as investment banker. Stretto, Inc. is the claims and noticing agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors Chapter 11 cases. The committee is represented by the law firms of Fox Rothschild, LLP and Lowenstein Sandler, LLP. TUESDAY MORNING: Taps Munsch Hardt Kopf & Harr as Legal Counsel --------------------------------------------------------------- Tuesday Morning Corporation and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Munsch Hardt Kopf & Harr P.C. as their bankruptcy counsel. The firm will render these services: a. serve as attorney of record in all aspects for the Debtors in their Chapter 11 cases and any related adversary proceedings; b. assist the Debtors in carrying out their duties under the Bankruptcy Code; c. consult with the U.S. Trustee, any statutory committee that may be formed, creditors and parties in interest concerning administration of the cases; d. assist in potential sales of the Debtors' assets; e. prepare legal papers; f. assist the Debtors in the preparation of schedules, statements and reports; g. represent the Debtors and their estates at related hearings, meetings of creditors, and U.S. Trustee interviews; h. assist the Debtors in formulating and confirming a Chapter 11 plan; i. assist the Debtors in analyzing and appropriately treating the claims of creditors; j. appear before the bankruptcy court, appellate courts or other courts with jurisdiction over matters associated with the Debtors' bankruptcy cases; and k. perform all other necessary legal services. Munsch will be paid at these rates: Deborah M. Perry, Shareholder $675 per hour Kevin M. Lippman, Shareholder $725 per hour Jamil N. Alibhai, Shareholder $700 per hour Julian P. Vasek, Shareholder $495 per hour An Nguyen, Associate $400 per hour Conor P. White, Associate $320 per hour The firm received a retainer in the amount of $400,000. As disclosed in court filings, Munsch is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Deborah M. Perry, Esq. Kevin M. Lippman, Esq. Julian P. Vasek, Esq. Munsch Hardt Kopf & Harr, P.C. 500 N. Akard St., Ste. 3800 Dallas, TX 75201 Telephone: 214.855.7500 Facsimile: 214.855.7584 Email: dperry@munsch.com Email: klippman@munsch.com Email: jvasek@munsch.com About Tuesday Morning Dallas, Texas-based Tuesday Morning Corporation is an off-price retailer specializing in products for the home, including upscale home textiles, home furnishings, housewares, gourmet food, toys and seasonal decor, at prices generally below those found in boutique, specialty and department stores, catalogs and on-line retailers. Tuesday Morning and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Texas Lead Case No. 23-90001) on Feb. 14, 2023. The Debtors said both assets and liabilities, on a consolidated basis, range from $100 million to $500 million. Judge Edward L. Morris presides over the cases. The Debtors tapped Munsch Hardt Kopf & Harr, P.C. as bankruptcy counsel; Phelanlaw as special counsel; Force Ten Partners LLC as financial advisor; and Piper Sandler & Co. as investment banker. Stretto, Inc. is the claims and noticing agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors Chapter 11 cases. The committee is represented by the law firms of Fox Rothschild, LLP and Lowenstein Sandler, LLP. TUESDAY MORNING: Taps Piper Sandler & Co. as Investment Banker -------------------------------------------------------------- Tuesday Morning Corporation and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Piper Sandler & Co. as their investment banker. The Debtors require an investment banker to: (a) review and analyze the assets, liabilities and the operating and financial strategies of the Debtors; (b) review and analyze the business plans and financial projections prepared by the Debtors; (c) evaluate the Debtors' debt capacity in light of their projected cash flows and assist in the determination of an appropriate capital structure for the Debtors; (d) evaluate the Debtors' liquidity, including financing alternatives; (e) determine a range of values for the Debtors and any securities that the Debtors offer or propose to offer in connection with a restructuring; (f) assist the Debtors in raising debt or equity financing, including developing marketing materials, creating and maintaining a data room and contact log, initiating contact with potential capital providers and running the process for a new capital raise; (g) assist the Debtors in a merger and acquisition (M&A) transaction-related activities, including developing marketing materials, creating and maintaining a data room and contact log, and initiating and managing contact with interested buyers throughout the process; (h) assist the Debtors in planning for dialogue and negotiations with creditors for a potential restructuring, including with respect to the creditor due diligence process and negotiations with the various creditor constituencies; (i) assist the Debtors and other professionals in reviewing the terms of any proposed restructuring, M&A transaction or new capital raise (whether proposed by the Debtors or by a third party), in responding thereto and, if directed, in evaluating alternative proposals for a restructuring, M&A transaction or new capital raise, as applicable; (j) assist or participate in negotiations with the parties in interest, including, without limitation, any current or prospective creditors of, holders of equity in, or claimants against the Debtors or their respective representatives in connection with a restructuring; (k) advise the Debtors with respect to, and attend, meetings of the Debtors' Board of Directors, creditor groups and other interested parties, as reasonably requested; (l) in the event the Debtors become subject to a bankruptcy proceeding commenced under any applicable statute, and if requested by the Debtors, participate in hearings before the court in which such bankruptcy proceeding is commenced and provide relevant testimony; and (m) other investment banking services. The firm will receive compensation as follows: (a) Commencing as of Jan. 5, 2023, whether or not a restructuring is proposed or consummated, an advisory fee of $150,000 per month. The initial monthly fee shall be pro-rated based on the commencement of services through to the end of the calendar month. The initial monthly fee was payable by the Debtors upon the execution of the engagement letter by the Debtors, and thereafter the monthly fee is payable by the Debtors in advance on the first day of each month. (b) A fee of $2,250,000, payable upon the consummation of any restructuring, provided, however, that no completion fee shall be payable to the extent the Debtors close all or substantially all of their retail locations and sell all or substantially all of their inventory and furniture, fixtures and equipment through one or more store closing sales, going out of business sales or similar themed sales. (c) An M&A fee of the greater of (i) 2.0 percent of aggregate consideration and (ii) $2.5 million, payable upon the closing of any M&A transaction, provided, however, that no M&A fee shall be payable in the event of a liquidation. (d) A new capital fee equal to (i) 2 percent of the face amount of any senior secured Financing raised, including, without limitation, any senior secured debtor-in-possession financing raised; (ii) 4 percent of the face amount of any junior secured or senior or subordinated unsecured financing raised, and (iii) 6 percent in the case of any other financing. (e) In the event the Debtors enter into a transaction that constitutes both a restructuring and an M&A transaction, PSC shall be entitled to the higher of the completion fee and the M&A fee. As disclosed in court filings, Piper Sandler is a "disinterested person" within the meaning of Bankruptcy Code Section 101(14). The firm can be reached through: Dustin Mondell Piper Sandler & Co. 800 Nicollet Mall, Suite 900 Minneapolis, MN 55402 Phone: +1 800 333-6000 Email: dustin.mondell@psc.com About Tuesday Morning Dallas, Texas-based Tuesday Morning Corporation is an off-price retailer specializing in products for the home, including upscale home textiles, home furnishings, housewares, gourmet food, toys and seasonal decor, at prices generally below those found in boutique, specialty and department stores, catalogs and on-line retailers. Tuesday Morning and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Texas Lead Case No. 23-90001) on Feb. 14, 2023. The Debtors said both assets and liabilities, on a consolidated basis, range from $100 million to $500 million. Judge Edward L. Morris presides over the cases. The Debtors tapped Munsch Hardt Kopf & Harr, P.C. as bankruptcy counsel; Phelanlaw as special counsel; Force Ten Partners LLC as financial advisor; and Piper Sandler & Co. as investment banker. Stretto, Inc. is the claims and noticing agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors Chapter 11 cases. The committee is represented by the law firms of Fox Rothschild, LLP and Lowenstein Sandler, LLP. UNIVAR SOLUTIONS: Fitch Puts 'BB+' LongTerm IDR on Watch Negative ----------------------------------------------------------------- Fitch Ratings has placed Univar Solutions, Inc.'s 'BB+' Long-Term Issuer Default Ratings (IDR) on Rating Watch Negative following the company's March 14, 2023 announcement of its pending acquisition by funds managed by affiliates of Apollo Global Management, L.P. (A/Stable), an alternative asset manager. Fitch has also placed the ratings of Univar's existing ABL facilities, first-lien senior secured term loans, and senior unsecured notes on Rating Watch Negative. The Negative Watch reflects Fitch's expectations for EBITDA leverage to increase to approximately 4.5x as a result of the transaction, along with uncertainty regarding Univar's long-term capital structure and financial and capital allocation policy. Fitch anticipates resolving the Rating Watch upon completion of the contemplated merger, or when there is full certainty on the closing capital structure and related terms. Fitch notes that the contemplated transaction may take longer than six months to close. The current 'BB+' rating reflects Univar's leading market position in chemicals and ingredients distribution, flexible and scalable operating model, resilient and improving profit margins and considerable FCF generation in all operating environments. KEY RATING DRIVERS Leveraging Acquisition, Deleveraging Capacity: Per a definitive agreement, Univar will be acquired by funds managed by affiliates of Apollo Global Management, L.P. (Apollo) in a transaction that values the enterprise value of company at approximately $8.1 billion (8.0x Fitch 2022 EBITDA of approximately $1.0bln). The transaction also includes a minority investment from a wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA) and is currently anticipated to close by year-end. The transaction will be financed through a combination of $3.8 billion in committed equity contributions from affiliates of funds managed by affiliates of Apollo and a wholly owned subsidiary of ADIA, and committed credit facilities consisting of a $2.1 billion senior secured term loan facility, a $2.0 billion senior secured bridge loan facility, and a $1.4 billion ABL revolver. Assuming Univar's existing debt is repaid at close, Fitch estimates pro forma EBITDA Leverage to increase to approximately 4.5x, compared to 2.3x at YE 2022. While the company's credit metrics are likely to be pressured as a result of the acquisition, Fitch recognizes the company should retain solid deleveraging capacity over the medium-term, subject to a prudent financial policy. This is supported by expectations for the company to regularly generate strong, positive FCF of around $400 million annually through the forecast period, providing the company with substantial financial flexibility to pursue its strategic priorities. Uncertain Capital Deployment: The Negative Watch in part reflects uncertainties regarding Univar's capital allocation policy under new ownership. Specifically, Fitch notes an increased potential for future debt-funded acquisitions or special dividends when leverage is elevated, which could further pressure the company's credit metrics. With EBITDA leverage expected to be around 4.5x at close of the Apollo acquisition, Fitch would like to see an explicit and demonstrated commitment toward gross debt reduction over the medium-term, such that EBITDA Leverage trends back to within its respective rating tolerances. Strong Performance Through Market Tailwinds: Univar effectively navigated the period of elevated transportation and logistics costs stemming from global supply chain constraints seen in 2022, with revenues and EBITDA increasing by 20% and 45%, year-over-year (yoy) respectively, and meaningful market share gains. The company owning its own transportation fleet provided a unique advantage over competitors in meeting the needs of customers and producers, who are increasingly focusing on security of supply. This, along with increased value-added service penetration, an optimized digital marketing and e-commerce platform, and a difficult-to-replicate global supplier network provide further competitive advantages for Univar going forward. While Fitch expects a period of normalization in chemicals pricing over the medium term, Univar is still positioned to generate solid earnings over the period, averaging around $850 million in annual EBITDA through 2024. Resilient and Improving Margins: The company has successfully sought to improve EBITDA margins in recent years by pruning or divesting some of its lower margin or non-core products, investing in logistic productivity needs and revamping its U.S. salesforce and building out its solutions centers in order to understand and solve customer needs with more complex solutions. The 2019 Nexeo acquisition also strengthened Univar's product portfolio and provided the opportunity for additional product capture from existing customers in its more resilient, higher margin, higher growth markets, including adhesives and sealants, food ingredients, personal care and pharmaceutical ingredients. The company targets a 9% EBITDA margin by 2024. Of note, Univar reports that its Ingredients & Specialty business is approximately 40% of gross profit, and 50%+ of reported EBITDA. The company aims to focus on growing this business going forward through further market share gains and new partnerships, which should support stronger margins going forward. Fitch forecasts Univar to maintain EBITDA margins around 8.7% by 2025. Fragmented Market Provides Opportunity: The global chemical distribution market is highly fragmented, with an estimated market size of roughly $200 billion and the top two distributors accounting for about 10% of the market. Benefiting from size, scale and diversification, Univar Solutions is better able to navigate logistical challenges and counterparty risk than smaller competitors. The company maintains the largest chemicals and ingredients sales force in North America, the broadest product offering and an increasingly efficient supply chain network, allowing Univar Solutions to continue to grow by leveraging its footprint to cover more products, customers and regions. DERIVATION SUMMARY Univar Solutions is the second largest global chemical distributor behind Brenntag and is the largest North American chemical distributor in a fragmented industry. Fitch compares Univar Solutions with chemical distributors Brenntag and Blue Tree Holdings (BB-/Stable), IT distributor Arrow Electronics, Inc. (BBB-/Stable) and metals distributor Reliance Steel and Aluminum Co. (BBB+/Stable). Each of these distributors benefits from significant size, scale and diversification compared with peers within their markets. Fitch believes the fragmented nature of, and potential for, continued outsourcing within chemicals distribution provides Univar Solutions a unique opportunity to increase market share and capture potential market expansion. Supported by an unmatched value-added service offering, Univar generates stronger EBITDA margins than Blue Tree and Arrow Electronics. Fitch views cashflow risk within the distribution industry as relatively low compared with chemicals producers given the limited commodity price risk, diversification of customers and end markets, low annual capex requirements of 1%-2% annually and working capital benefits amid the current down cycle. While technology and metals distribution market risks differ, the overall operating performances and cashflow resiliency are similar, with FCF margins for these distribution peers averaging in the low- to mid-single digits over the past five years. KEY ASSUMPTIONS Fitch's Key Assumptions Within The Rating Case for the Issuer: - Moderating revenue growth in 2023 driven by lowering chemicals pricing and weaker global demand, followed by growth exceeding GDP thereafter; - EBITDA margins increase yoy due to increased value-added service penetration, cost cutting efforts, supply chain digitization and acquisition synergies; - Capex at roughly 1.5% of revenue annually; - FCF primarily allocated toward acquisitions. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Failure to complete the merger as contemplated will result in removal of the Negative Watch. On a Standalone Basis: - Gross debt reduction leading to EBITDA Leverage sustained below 3.0x; - Improved financial flexibility evidenced by a less encumbered capital structure; - Continued EBITDA margin improvement towards 9%, suggesting successful organic and inorganic investments that further enhance the operational profile and reduce cashflow risk through increased differentiated offerings. Factors that could, individually or collectively, lead to negative rating action/downgrade: To resolve the Negative Watch: - Completion of the contemplated merger, or certainty on closing capital structure and related terms. On a Standalone Basis: - EBITDA Leverage sustained above 3.5x; - A sustained reduction in EBITDA margins below historical levels of 6%-7% leading to weaker FCF generation and financial flexibility; - An inability to effectively integrate acquisitions or realize expected operational and cost synergies; - Capital allocation prioritization toward additional acquisitions or shareholder returns over gross debt reduction that suggests a deviation in financial policy. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: Univar Solutions has approximately $385 million of cash and cash equivalents on its balance sheet, and approximately $1.1 billion of availability under the $1.6 billion ABL revolving credit facilities, after approximately $353 million in borrowings and $128 million in LOCs as of Dec. 31, 2022. Fitch expects Univar Solutions to maintain sufficient liquidity given the forecast FCF profile. ISSUER PROFILE Univar Solutions, Inc. (Univar) is a global chemical and ingredients distribution company and provider of value-added services, working with leading suppliers worldwide. It is headquartered in Downers Grove, Illinois and maintains the number one market position in North America and the number two position in Europe. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Univar Solutions, Inc. LT IDR BB+ Rating Watch On BB+ senior unsecured LT BB+ Rating Watch On RR4 BB+ senior secured LT BBB- Rating Watch On RR1 BBB- senior secured LT BBB- Rating Watch On RR2 BBB- UNIVAR SOLUTIONS: Moody's Puts 'Ba2' CFR on Review for Downgrade ---------------------------------------------------------------- Moody's Investors Service placed Univar Solutions Inc.'s Ba2 corporate family rating and Ba2-PD probability of default rating under review for downgrade. The review follows the announcement by the company that it has entered into a definitive agreement to be acquired by funds managed by Apollo Global Management for an enterprise value of $8.1 billion, including Univar's debt. However, Moody's affirmed the Ba2 senior secured rating and B1 senior unsecured rating on expectations that the existing debt will be repaid at the close of the transaction. Moody's will withdraw the ratings on the existing debt once the transaction closes. The SGL-2 speculative grade liquidity rating remains unchanged. Univar's board has approved the transaction, but it is still subject to shareholder and regulatory approval and is expected to close in the second half of 2023. Upon completion of the deal, Univar Solutions will become a privately held company. The $8.1 billion transaction will be funded with $3.8 billion of equity provided by Apollo Fund and a minority investment from a wholly owned subsidiary of the Abu Dhabi Investment Authority. The rest will be financed by a committed debt package, consisting of a $2.1 billion senior secured term loan, a $2.0 billion senior secured bridge loan facility, and a $1.4 billion senior secured asset-based revolving facility. "The review for downgrade reflects nearly doubling of Univar's debt and change in ownership that will lead to a different financial policy and targets given the additional debt in the proposed capital structure," said Anastasija Johnson, Vice President – Senior Credit Officer at Moody's Investors Service. On Review for Downgrade: Issuer: Univar Solutions Inc. Corporate Family Rating, Placed on Review for Downgrade, currently Ba2 Probability of Default Rating, Placed on Review for Downgrade, currently Ba2-PD Affirmations: Issuer: Univar Solutions Inc. Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD4) Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5) Outlook Actions: Issuer: Univar Solutions Inc. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The placement of Univar's CFR under review for downgrade reflects expected increase in debt and weaker credit metrics following the LBO. Based on the transaction value and a $3.8 billion equity contribution (nearly 47% of the transaction value), the company would have approximately $4.3 billion of debt post LBO vs $2.5 billion as of December 31, 2022. Moody's adjusted debt/EBITDA would increase to 4.4x times pro forma for the acquisition from 2.6x times at the end of December 2022, while interest coverage and cash flow generation will decline given current higher interest rate environment and higher debt. The review will focus on credit metrics following the transaction as well as financial policy and governance. Moody's expect Univar's current debt to be repaid and ratings will be withdrawn once the debt is repaid. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade or downgrade of the ratings will be updated once the review is completed. Instrument ratings could change depending on the final capital structure of the transaction. Univar Solutions Inc. is one of the largest global chemical and ingredient distributors and providers of related services, operating hundreds of distribution facilities to service a diverse set of customers end markets in the US, Canada, Europe, the Middle East, Latin America and the Asia Pacific region. Univar Solutions' top 10 customers account for roughly 6% of sales, while its top 20 suppliers represent roughly 40% of its total chemical expenditures. For the 12 months ended December 31, 2022, the publicly-traded company generated approximately $11.5 billion in revenue. The principal methodology used in these ratings was Chemicals published in June 2022. VESTA HOLDINGS: Fine-Tunes Plan Documents ----------------------------------------- Vesta Holdings, LLC, and its Debtor Affiliates submitted a Second Amended Combined Joint Chapter 11 Plan of Liquidation and Disclosure Statement dated March 13, 2023. Pursuant to the Plan, the Debtors seek resolution of outstanding Claims against, and Interests in, the Debtors, and the liquidation of the Debtors' remaining assets. This Plan constitutes a separate chapter 11 plan for each Debtor and, the classifications and treatment of Claims and Interests apply to each individual Debtor. The Plan proposes to release the Released Parties and to exculpate the Exculpated Parties as set forth in Article XIII hereof. The Debtors believe that the Debtor Release, Third-Party Release, and Exculpation Provision are an integral part of the Plan. In addition to the release of the Released Parties and the exculpation of the Exculpated Parties, there is an injunction against bringing claims and causes of action from which the Released Parties were released or the Exculpated Parties exculpated. The Debtor Release does not release the Debtors' current directors, officers, and employees (collectively, the "Company Parties") because the Debtors sold all of the Debtors' claims and causes of action, if any, against the Company Parties pursuant to the Purchase Agreement. In addition, the Debtors, through their advisors, reviewed corporate records and discussed various transactions and other matters with the Debtors' senior management. Based on this review, the Debtors concluded that the Company Parties were not involved in any of the alleged misconduct giving rise to the Retained Causes of Action (i.e., the alleged misconduct perpetuated by Joshua Coleman and the Coleman Related Parties). Indeed, rather than perpetuate Mr. Coleman's alleged fraudulent schemes, the Company Parties were instrumental in saving the Debtors' business, preserving and rehabilitating the Debtors' reputation, and preserving the jobs of the Debtors' approximately 130 employees. The Debtors believe the releases, exculpation, and other provisions of the Plan are appropriate and that Holders of Claims in voting Classes should vote to accept the Plan. Purchase Agreement, § 2.1(m) (providing for the sale of all rights, title, and interest of the Debtors in "any and all Actions or other causes of action, and any rights, claims, counterclaims, defenses or assertions of, or on behalf of, Sellers with respect thereto, (i) including (A) any and all causes of action, rights, claims, counterclaims, defenses or assertions of any Seller against or with respect to any current or former officers, directors, managers, or employees of any Seller, (B) any and all causes of action, rights, claims, counterclaims, defenses or assertions of any Seller against or with respect to any direct or indirect equity holders of any Seller, (C) any and all causes of action, rights, claims, counterclaims, defenses or assertions of any Seller against or with respect to any direct or indirect lender to any Seller, (D) any and all causes of action, rights, claims, counterclaims, defenses or assertions of any Seller against or with respect to any Affiliate of any Seller (including any party or Affiliate of a party set forth on Schedule 2.1(m)) and (E) any and all causes of action, rights, claims, counterclaims, defenses or assertions of any Seller with respect to any Trade Payables; and (ii) excluding any Excluded Actions."), according to a footnote in the Second Amended Plan and Disclosure Statement. Like in the prior iteration of the Plan, each Holder of an Allowed Unsecured Claim shall receive a beneficial interest in the Liquidating Trust entitling such Holder to such Holder's Pro Rata share (calculated based on the total aggregate amount of Allowed Claims in Class 2, after reducing such amount dollar for dollar for the amount of any Prepetition Lender Distribution Proceeds, and Class 5) of the Unsecured Claims Distribution Proceeds (if any). The Liquidating Trust Assets shall be used to fund the distributions to Holders of Allowed Claims against the Debtors in accordance with the treatment of such Claims provided pursuant to the Plan and subject to the terms provided herein. On or prior to the Effective Date, the Debtors, on their own behalf and on behalf of the Beneficiaries, will execute the Liquidating Trust Agreement and will take all other steps necessary to establish the Liquidating Trust pursuant to the Liquidating Trust Agreement. On the Effective Date, and in accordance with and pursuant to the terms of the Plan, the Debtors will transfer to the Liquidating Trust all of their rights, title, and interests in all of the Liquidating Trust Assets. A full-text copy of the Second Amended Combined Joint Liquidating Plan and Disclosure Statement dated March 13, 2023 is available at https://bit.ly/3Tja5IC from PacerMonitor.com at no charge. Counsel for Debtors: Jeremy W. Ryan, Esq. Potter Anderson & Corroon, LLP 1313 N. Market Street, 6th Floor Wilmington, DE 19801 Telephone: (302) 984-6108 Facsimile: (302) 658-1192 Email: jryan@potteranderson.com Mark R. Somerstein, Esq. Lucas W. Brown, Esq. Christine Joh, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036 Telephone: (617) 951-7474 Email: Mark.Somerstein@ropesgray.com lucas.brown@ropesgray.com christine.joh@ropesgray.com - and - ROPES & GRAY LLP Ryan Preston Dahl, Esq. Benjamin M. Rhode, Esq. 191 North Wacker Drive, 32nd Floor Chicago, Illinois 60606 Telephone: (312) 845-1200 Facsimile: (312) 845-5500 E-mail: ryan.dahl@ropesgray.com benjamin.rhode@ropesgray.com About Vesta Holdings Historically, Vesta Holdings, LLC and each of its affiliates provided wealth advisory, risk management services, and insurance brokerage services to individual and corporate clients across the United States. In recent years, they have focused on growing their insurance brokerage services business, which is primarily operated under Summit Risk Advisors, LLC. Summit primarily concentrates on property and casualty insurance offerings. Vesta Holdings and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11019) on Oct. 30, 2022. In the petitions signed by their chief financial officer, Michael Hines, the Debtors disclosed between $100 million and $500 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Ropes and Grapy, LLP and Potter Anderson & Corroon, LLP as bankruptcy counsels; Province, LLC as financial advisor; and Omni Agent Solutions, Inc. as claims, noticing and administrative agent. Colbeck Strategic Lending Offshore Mini-Master AIV, L.P., Colbeck Strategic Lending II Master, L.P., CION Investment Corporation and 34th Street Funding, LLC, as DIP Lenders, are represented by Akin Gump Strauss Hauer and Feld, LLP and Blank Rome, LLP. VG IMPERIAL: Seeks to Extend Plan Exclusivity to August 17 ---------------------------------------------------------- VG Imperial Inc. asks the U.S. Bankruptcy Court for the Eastern District of New York for an extension of the time period to file a plan of reorganization to August 17, 2023. The Debtor's period to file its plan of reorganization is currently set to exipre on April 19. The Debtor argues that the extension is essential and appropriate because it needs more time to reach mutually agreeable terms of settlement with its creditors in order to fully resolve the filed claims. VG Imperial Inc. is represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Email: alla@kachanlaw.com About VG Imperial Inc. VG Imperial Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 22-42627) on Oct. 21, 2022, with as much as $1 million in both assets and liabilities. Judge: Nancy Hershey Lord oversees the case. The Law Offices of Alla Kachan, PC and Wisdom Professional Services, Inc. serve as the Debtor's legal counsel and accountant, respectively. VILLAGE CENTER: Taps Law Office of Peter M. Daigle as Counsel ------------------------------------------------------------- The Village Center Group, Limited Partnership seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire The Law Office of Peter M. Daigle as its counsel. The Debtor requires legal counsel to: a) assist and advise the Debtor relative to the administration of its Chapter 11 bankruptcy proceeding; b) represent the Debtor before the bankruptcy court and advising the Debtor on all pending litigations, hearings, motions, and of the decisions of the court; c) review and analyze all applications, orders, and motions filed with the court by third parties in this proceeding and advising the Debtor thereon; d) attend all meetings conducted pursuant to Section 341(a) of the Bankruptcy Code and representing the Debtor at all examinations; e) communicate with creditors and all other parties in interest; f) assist the Debtor in preparing all necessary legal papers supporting positions taken by the Debtor, and preparing witnesses and reviewing documents in this regard; g) confer with all other professionals, including any accountants and consultants retained by the Debtor and by any other party in interest; h) assist the Debtor in its negotiations with creditors or third parties concerning the terms of any proposed plan of reorganization; i) prepare, draft and prosecute the plan of reorganization and disclosure statement; and j) perform other legal services required by the Debtor. The Law Office of Peter M. Daigle will charge these hourly fees: Attorneys $450 Associates $395 In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Peter Daigle, Esq., a partner at The Law Office of Peter M. Daigle, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Peter M. Daigle can be reached at: Peter M. Daigle, Esq. The Law Office of Peter M. Daigle 1550 Falmouth Road, Suite 10 Centerville, MA 02632 Tel: (508) 771-7444 The Village Center Group, Limited Partnership The Village Center Group, Limited Partnership is a single asset real estate as defined in 11 U.S.C. Section 101(51B). It is based in West Yarmouth, Mass. Village Center Group filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-10193) on Feb. 23, 2023, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Brian S. Braginton-Smith, a partner at Village Center Group, signed the petition. Judge Christopher J. Panos oversees the case. Peter M. Daigle, Esq., at The Law Office of Peter M. Daigle represents the Debtor as counsel. VMR CONTRACTORS: Court OKs Cash Collateral Access Thru March 27 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized VMR Contractors Inc. to use cash collateral on an interim basis in accordance with the terms of the order dated March 1, 2023. The Court said the Debtor will make an adequate protection payment of $1,500 to the IRS by March 26, 2023. As previously reported by the Troubled Company Reporter, several entities may claim an interest in the Debtor's cash collateral. Those potential claimants are: 1. The State of Illinois, which recorded state tax liens on April 28 and June 14, 2022, in the total amount of $32,346. 2. the Internal Revenue Service, which recorded federal tax liens with the Illinois Secretary of State, including a lien dated November 16, 2016, in the amount of $424,956. Other tax liens also have been recorded; the IRS has asserted it is owed $819,234. The Debtor disputes a large portion of this amount, including an obligation from 2015 of $560,027, which appears to be clearly erroneous because it is wholly disproportionate to the Debtor's operations. 3. Old National Bank, whose predecessor, Bridgeview Bank Group, filed on August 1, 2018, a financing statement with the Illinois Secretary of State as document number 023614561. The amount owed to Old National is approximately $160,633. A further hearing on the matter is set for March 27 at 10 a.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3YQgTyq from PacerMonitor.com. The Debtor projects $250,613 in total income and $250,017 in total expenses for the two-week period ending March 27, 2023. About VMR Contractors VMR Contractors supplies and installs rebar for road construction projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-14211) on December 8, 2022. In the petition signed by Vincent Roberson, its president, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Benjamin Goldgar oversees the case. William J. Factor, Esq., at Factor Law, is the Debtor's legal counsel. VOYAGER DIGITAL: Court Confirms Plan as Modified ------------------------------------------------ Judge Michael E. Wiles has entered an order approving the Second Amended Disclosure Statement and confirming the Third Amended Joint Plan of Voyager Digital Holdings, Inc., et al. The following modifications and amendments to the Plan and its supporting documents either have already been made or hereby are deemed to have been made: A. Article VIII.C of each filed versions of the Plan is hereby stricken in its entirety and Article VIII.C of the Plan is deemed to have been revised to state as follows: "Effective as of the Effective Date, to the fullest extent permissible under applicable law and without affecting or limiting either the Debtor release or the third-party release, and except as otherwise specifically provided in the Plan, no Exculpated Party shall have or incur, and each Exculpated Party is hereby exculpated from, any liability for damages based on the negotiation, execution and implementation of any transactions or actions approved by the Bankruptcy Court in the Chapter 11 Cases, except for Causes of Action related to any act or omission that is determined in a Final Order to have constituted actual fraud, willful misconduct, or gross negligence; provided that nothing in the Plan shall limit the liability of professionals to their clients pursuant to N.Y. Comp. Codes R. & Regs. tit. 22 § 1200.8 Rule 1.8(h)(1) (2009). The Exculpated Parties have, and upon Consummation of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable laws with regard to the solicitation of votes. In addition, the Plan contemplates certain rebalancing transactions and the completion of distributions of cryptocurrencies to creditors. The Exculpated Parties shall have no liability for, and are exculpated from, any claim for fines, penalties, damages, or other liabilities based on their execution and completion of the rebalancing transactions and the distribution of cryptocurrencies to creditors in the manner provided in the Plan. Confirmation of the Plan requires the Exculpated Parties to engage in certain rebalancing transactions and distributions of cryptocurrencies and the fact that no regulatory authority has taken the position during the Combined Hearing that such conduct would violate applicable laws or regulations. Nothing in this provision shall limit in any way the powers of any Governmental Unit to contend that any rebalancing transaction should be stopped or prevented, or that any other action contemplated by the Plan should be enjoined or prevented from proceeding further. Nor does anything in this provision limit the enforcement of any future regulatory or court order that requires that such activities either cease or be modified, or limit the penalties that may be applicable if such a future regulatory or court order is issued and is violated. Similarly, nothing herein shall limit the authority of the Committee on Foreign Investment of the United States to bar any of the contemplated transactions. Nor does anything in this provision alter the terms of the Plan regarding the compliance of the Purchaser with applicable laws in the Unsupported Jurisdictions before distributions of cryptocurrency occur in those Unsupported Jurisdictions. B. The following proviso is deemed to have been added to Article I.A.60 of the Plan: "provided that any documents included in subsection (i) only include documents arising on or after the Petition Date but prior to the Effective Date and that are within the jurisdiction of the Bankruptcy Court"; C. The following definition is deemed to have been added as Article I.A.103 of the Plan: "'Investigated Matters' means (i) the Debtors' loans to third parties, including the 3AC Loan; (ii) the diligence performed in connection with the loans described in (i); (iii) the formation and function of the Debtors' Risk Committee; (iv) the Debtors' staking of cryptocurrency assets; (v) the Debtors' regulatory compliance; (vi) the Debtors' communications with the public; and (vii) the Debtors' pre-petition transfers to Released Voyager Employees (including customer withdrawals) within one (1) year of the Petition Date"; D. Article I.A.139 of the Plan is deemed to have been revised to state: "'Released Voyager Employees' means the following directors, officers, and members of senior management of the Debtors serving in such capacity on or after the Petition Date whose conduct was reviewed as part of the Special Committee Investigation: Jennifer Ackert, David Brill, Brian Brooks, David Brosgol, Jonathan Brosnahan, Dan Constantino, Stephen Ehrlich, Philip Eytan, Rakesh Gidwani, Gerard Hanshe, Marshall Jensen, Pam Kramer, Manisha Lalwani, Brian Nistler, Ashwin Prithipaul, Evan Psaropoulos, Brian Silard, Glen Stevens, Krisztian Toth, and Ryan Whooley (subject to the limitations contained in Article IV.F and Article IV.G of the Plan)"; E. The following language is deemed to have been removed from Article VIII.A: "in whole or in part, the Debtors (including the management, ownership, or operation thereof), their capital structure, the purchase, sale, or rescission of the purchase or sale of any Security of the Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between any Debtor and any Released Party" and replaced with "the Investigated Matters"; F. Article IV.H.5(c) of the Plan is deemed to have been revised to state: "appointing an independent director at each Debtor to act as a fiduciary for such Debtor entity solely in connection with matters that may implicate actual or potential intra-Debtor conflicts of interests between the Plan Administrator and the applicable Debtor(s) or Wind-Down Debtor including (i) the Intercompany Claims; (ii) the Alameda Loan Facility Claims; (iii) the Signatory Governmental Claims (as defined in the Governmental Claimant Stipulation) asserted against TopCo; and (iv) any matter involving the transfer or allocation of value, claims, or costs between or among the Debtors, but only to the extent that such issues continue to implicate actual or potential intra Debtor conflicts of interests between the Plan Administrator and the applicable Debtor(s) or Wind-Down Debtor"; G. Article VI.C.6 of the Plan is deemed revised to state: "In the event that any distribution to any Holder is returned as undeliverable and/or otherwise remains unclaimed, the Plan Administrator shall use reasonable efforts to contact such Holder; provided that no further distributions to such Holder shall be made unless and until the Plan Administrator has determined the then-current address of such Holder, at which time such distribution shall be made to such Holder without interest; provided, further, that such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of six months from the applicable Distribution Date. After such date, all unclaimed property or interests in property shall revert to the Wind-Down Debtor automatically and without need for a further order by the Bankruptcy Court (notwithstanding any applicable federal, provincial, or state escheat, abandoned, or unclaimed property laws to the contrary), and the Claim or Interest of any Holder to such property or interest in property shall not be entitled to any distributions under the Plan. A distribution shall be deemed unclaimed if a Holder has not: (a) accepted a particular distribution or, in the case of distributions made by check, negotiated such check; (b) given notice to the Wind-Down Debtor of an intent to accept a particular distribution; (c) responded to the Wind-Down Debtor's requests for information necessary to facilitate a particular distribution; or (d) taken any other action necessary to facilitate such distribution"; H. All references to section 1145 of the Bankruptcy Code and related provisions in the Plan have been removed; I. References to "Confirmation Date" in Article II.B.1 of the Plan are deemed revised to state "Effective Date"; and J. The Asset Purchase Agreement has been and is deemed to be amended to contain the following provisions: 1. There will be a two-week period for Account Holders to opt out of transferring (i) selfies, (ii) uploaded IDs or bank statements and (iii) bank account information to the Purchaser. Any opted out information would not be acquired by the Purchaser in the Sale Transaction. The opt out notice will be provided by the Debtors at the Debtors' expense; 2. The Seller Expense Start Date will be moved back to April 1, 2023 (from March 18, 2023); 3. If the Purchaser is ready to close by April 1, 2023 (assuming closing conditions are satisfied or waived by the Purchaser) and the Seller is not (including because the Seller declines to waive any Closing conditions, other than breaches or defaults by the Purchaser), then the Seller will cease to have Seller Expense reimbursement protection thereafter; 4. Each of the Seller and Purchaser acknowledge that (i) the closing condition relating to entry and finalization of the Asset Purchase Agreement Order has been satisfied and (ii) to its knowledge, there is no breach of the Asset Purchase Agreement by the other party as of the date that this Confirmation Order is entered. As evidenced by the Voting Report, Class 3 (Account Holder Claims), Class 4A (OpCo General Unsecured Claims), Class 4B (HoldCo General Unsecured Claims), and Class 4C (TopCo General Unsecured Claims) voted to accept the Plan in accordance with section 1126 of the Bankruptcy Code. About Voyager Digital Holdings Based in Toronto, Canada, Voyager Digital Holdings Inc. -- https://www.investvoyager.com/ -- runs a cryptocurrency platform. Voyager claims to offer a secure way to trade over 100 different crypto assets using its easy-to-use mobile application. Through its subsidiary Coinify ApS, Voyager provides crypto payment solutions for both consumers and merchants around the globe. Voyager Digital Holdings Inc. and two affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10943) on July 5, 2022. In the petition filed by Stephen Ehrlich, chief executive officer, the Debtors estimated assets and liabilities between $1 billion and $10 billion. Judge Michael E. Wiles oversees the cases. The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy counsel; Berkeley Research Group, LLC as financial advisor; Moelis & Company as investment banker; Consello Group as strategic financial advisor; Deloitte Tax, LLP as tax services provider; and Deloitte & Touche, LLP as accounting advisor. Stretto, Inc. is the claims agent. On July 19, 2022, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP as bankruptcy counsel; FTI Consulting, Inc. as financial advisor; Cassels Brock & Blackwell, LLP as Canadian counsel; and Epiq Corporate Restructuring, LLC as noticing and information agent. The committee also tapped the services of Harney Westwood & Riegels, LP in connection with Three Arrows Capital Ltd.'s liquidation proceedings in British Virgin Islands. On July 6, 2022, the Debtors filed a joint Chapter 11 plan of reorganization. * * * Following an auction process, the Debtors in September 2022 selected the bid submitted by FTX US' West Realm Shires Inc. as the winning bid for the assets. But after a series of events, FTX collapsed in November 2022, before the sale could be completed. After reopening bidding, Voyager Digital selected the offer from U.S. exchange BAM Trading Services Inc. (doing business as "Binance.US") as the highest and best bid for its assets. Binance's bid is valued at $1.022 billion. WEINBERG HOLDINGS: Exclusivity Period Extended to May 29 -------------------------------------------------------- Judge Philip Bentley of the U.S. Bankruptcy Court for the Southern District of New York extended Weinberg Holdings, LLC's exclusivity periods to file a Chapter 11 plan and solicit acceptances thereof to May 29, 2023. Judge Bentley found that the extension is in the best interests of the Debtor's estate, its creditors, and other parties in interest. About Weinberg Holdings Weinberg Holdings, LLC is a New York-based company, which conducts business under the names The Boiler Room Bar and The Watering Hole. Weinberg Holdings sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 22-11444) on Oct. 31, 2022, listing under $1 million in both assets and liabilities. Neil Weinberg, managing member, signed the petition. Judge Philip Bentley oversees the case. The Law Offices of Avrum J. Rosen, PLLC serves as the Debtor's counsel. WELLPATH HOLDINGS: Moody's Cuts CFR to Caa1 & 1st Lien Loan to B3 ----------------------------------------------------------------- Moody's Investors Service downgraded Wellpath Holdings, Inc.'s Corporate Family Rating to Caa1 from B3 and Probability of Default Rating to Caa1-PD from B3-PD. At the same time, Moody's downgraded the senior secured revolving credit facility and first lien term loan ratings to B3 from B2, and affirmed the rating on the senior secured second lien term loan at Caa2. The rating outlook remains stable. The ratings downgrade reflects continued pressure on Wellpath's margins stemming from persistent labor issues including a highly competitive market for nurses, as well as an increase in pharmacy supply costs. Leverage has increased from the mid 6 times range at the end of 2021 to the high 8 times range as of September 30, 2022. Despite double-digit top-line growth from recent business wins, earnings and cash flows will continue to be pressured due to elevated expenses. As such, Moody's expects financial leverage to remain elevated over the next 12-18 months. Additionally, liquidity has been pressured and the company's revolving credit facility expires in October 2023. Moody's expects the company to have negative free cash flow over the projection period. Social and governance risk considerations are material to the rating action. Wellpath faces operational headwinds stemming from labor shortages, specifically with the recruitment and retainment of nurses in a highly competitive market, resulting in increased costs via wage inflation and other means of acquiring talent. With respect to governance, Wellpath's financial policies are very aggressive with the company maintaining high levels of debt following the recent acquisition. The following is a summary of Moody's rating actions: Downgrades: Issuer: Wellpath Holdings, Inc. Corporate Family Rating, Downgraded to Caa1 from B3 Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Backed Senior Secured 1st Lien Revolving Credit Facility, Downgraded to B3 (LGD3) from B2 (LGD3) Backed Senior Secured 1st Lien Term Loan, Downgraded to B3 (LGD3) from B2 (LGD3) Affirmations: Issuer: Wellpath Holdings, Inc. Backed Senior Secured 2nd Lien Term Loan, Affirmed Caa2 (LGD5) Outlook Actions: Issuer: Wellpath Holdings, Inc. Outlook, Remains Stable RATINGS RATIONALE Wellpath Holdings, Inc.'s ("Wellpath") Caa1 Corporate Family Rating reflects Moody's expectation that the company will operate with high financial leverage as a result of EBITDA margin compression from increased labor and supply costs. While the company had new contract wins, they have been less profitable than expected. Moody's estimates adjusted debt to EBITDA to be in the high 8 times range for the last twelve months ended September 30th, 2022, and expects leverage will gradually decline but remain elevated over the next 12-18 months. The rating benefits from Wellpath's scale and good diversity across customers, geographies, and business segments, as well as its strong market position in the lower risk public jails segment. Moody's expects the company to experience good top-line growth stemming from two recently-implemented large prison contracts with state governments. However, start-up costs have reduced the incremental profitability of these contracts and it is unclear as to how much additional earnings they will drive longer-term. The rating also reflects Moody's expectation that governments looking to further reduce healthcare-related expenditures will continue to outsource onsite healthcare services offered in prison and jail settings to providers such as Wellpath. Moody's expects Wellpath to have weak liquidity over the next 12–18 months. As of September 30, 2022, the company had approximately $23 million of cash on hand. The company had to pay $17 million of deferred employer payroll taxes in January 2023. Moody's expects the company to have negative free cash flow in the next 12-18 months, which includes mandatory term loan amortization of approximately $5 million. Wellpath has a $65 million revolving credit facility, which expires in October 2023. Moody's expects the facility to be used throughout the year to meet liquidity needs. Moody's anticipates the company to have a modest cushion under its springing first lien net leverage covenant on the revolver if it were to be tested. The outlook is stable. Moody's expects Wellpath will continue to operate with high financial leverage and maintain weak liquidity in the next 12-18 months. Wellpath's senior secured first lien credit facility, comprised of a $65 million revolving credit facility expiring in October 2023 and $500 million term loan maturing in October 2025, is rated B3, one notch above the Caa1 CFR. This reflects the benefit of a layer of loss absorption provided by the $110 million senior secured second lien term loan maturing in October 2026, which is rated Caa2. ESG CONSIDERATIONS Wellpath's ESG credit impact score is very highly negative (CIS-5, previously CIS-4), reflecting very highly negative exposure to both social (S-5) and governance (G-5, previously G-4) risk considerations. Wellpath is exposed to the social risks of providing health care and related services in correctional facilities to a highly vulnerable patient base. There is ongoing legislative, political, media and regulatory focus on ensuring the delivery of medically appropriate care to this patient base. Effectively managing the cost, quality and continuity of providing healthcare in correctional facilities is an ongoing challenge and presents unique complexities. Any weakness in providing healthcare services – real or perceived – can negatively affect Wellpath's reputation and ability to attract and sustain clients at profitable rates. With respect to governance risk considerations, Wellpath's very highly negative exposure (G-5) reflects the company's aggressive financial policies, very high financial leverage and an acquisition led growth strategy under private equity ownership. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if Wellpath demonstrates a track record of improved profitability and liquidity while also maintaining good medical service. Quantitatively, debt/EBITDA sustained below 6.5x and positive free cash flow, on a sustained basis, could support an upgrade. Moody's could downgrade the ratings if the company's profitability and liquidity further deteriorates. The ratings could also be downgraded if the prospects for a transaction that Moody's would deem a distressed exchange were to arise. Operational challenges or reputational problems serving the prison/jail population, including issues that negatively affect client relationships or the cost of service, could also lead to a downgrade. Wellpath Holdings, Inc. ("Wellpath"), headquartered in Nashville, Tennessee, provides medical, dental, and behavioral health services to patients in local detention facilities, federal and state prisons and behavioral healthcare facilities. Wellpath Holdings, Inc. is privately owned by H.I.G. Capital. The company generated revenues of approximately $2 billion for the twelve months ended September 30, 2022. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. WESTERN ALLIANCE: Moody's Puts (P)Ba1 Pref. Shelf Rating on Review ------------------------------------------------------------------ Moody's Investors Service has placed all long-term and short-term ratings and assessments of Western Alliance Bancorporation and its bank subsidiary, Western Alliance Bank, collectively referred to as "Western Alliance" on review for downgrade. Ratings on review include Western Alliance Bank's A2 local currency long-term deposit rating, its Baa2 local currency issuer rating, its Prime-1 local currency short-term deposit rating, its baa1 standalone baseline credit assessment (BCA), its baa1 adjusted BCA, its Baa1 long-term local and foreign currency Counterparty Risk Ratings, its Prime-2 short-term local and foreign currency Counterparty Risk Ratings, its A3(cr) long-term Counterparty Risk Assessment, its Prime-2 (cr) short-term Counterparty Risk Assessment, and its Baa2 local currency subordinate debt rating. Western Alliance Bancorporation's Baa2 local currency issuer rating, its Baa2 subordinated local currency debt rating, its Ba1 (hyb) local currency preferred stock non-cumulative rating, its (P)Baa2 local currency senior unsecured shelf rating, its (P)Baa2 local currency subordinate shelf rating, its (P)Baa3 local currency preferred shelf rating and its (P)Ba1 local currency preferred shelf non-cumulative rating were also placed on review for downgrade. The outlook on Western Alliance Bancorporation's local currency long-term issuer rating has been changed to rating under review from negative. The outlook on Western Alliance Bank's local currency long-term issuer rating and local currency long term bank deposits has been changed to rating under review from negative. RATINGS RATIONALE The rating action reflects Western Alliance's high reliance on more confidence sensitive uninsured deposit funding, material unrealized losses in its available-for-sale (AFS) and held-to-maturity (HTM) securities portfolios, as well as a relatively low, though improving, level of capitalization. Although Western Alliance's proportion of market funding over total assets is modest, the share of its deposits which are above the Federal Deposit Insurance Corporation (FDIC)'s insurance threshold is significant. At year-end 2022, uninsured deposits were 58% of total deposits. That said, Western Alliance recently disclosed that when accounts eligible for pass-through insurance are included, its insured deposits exceed 50% of total deposits. To counter this funding vulnerability, Western Alliance announced on March 13, 2023 that it had boosted its cash reserves to in excess of $25 billion, an increase in its liquidity pool that will be assessed during the review process. Still, if it were to face higher-than-anticipated deposit outflows, Western Alliance could need to sell assets, thus crystalizing unrealized losses on its AFS or HTM securities, which as of December 2022 represented 21% of its common equity tier 1 capital on a non-tax effected basis. Such crystallization of losses, if it were to happen, could weigh on the bank's profitability and capital. Moody's added that Western Alliance's liquid assets represented 12% of tangible assets at December 2022, which is modest compared with most rated peers. The weaknesses in Western Alliance's funding and liquid asset profiles are offset by the bank's strong profitability, owing to good operational efficiency and a high net interest margin, as well as sound asset quality. In addition, although Western Alliance's common equity tier 1 ratio at December 31, 2022 was 9.3%, which is lower than many peers, it improved from 8.7% one quarter earlier. An additional offset to Western Alliance's funding risks is the creation of the Federal Reserve and Treasury Department's new Bank Term Funding Program (BTFP), offering loans of up to one year in length to banks and other eligible depository institutions pledging qualifying assets owned prior to the facility's announcement date. Unlike a Federal Home Loan Bank advance, per the BTFP terms and conditions, the Federal Reserve will value eligible assets held by banks at par and not subject these securities to a haircut. Additionally, the loans would be for a one-year term and priced at one-year overnight index swap rate plus 10 basis points. Despite these official sector actions to address deposit runs, Western Alliance's ability to generate capital internally may be limited by rising funding costs and it could face difficulty raising fresh equity capital. Therefore, Moody's believe Western Alliance remains exposed to increased ALM risk, reduced profitability and elevated credit risk in this period of continued monetary tightening. Moody's added that a driver of the review for downgrade is governance over Western Alliance's control of asset liability management (ALM) risk, which is already reflected in its governance score of G-3, indicating moderately negative governance risks. OUTLOOK CHANGE TO RATING UNDER REVIEW The review for downgrade reflects the extremely volatile funding conditions for some US banks exposed to the risk of uninsured deposit outflows. The review will focus on the bank's variations in deposit amounts since the start of the year, which in the case of Western Alliance have risen significantly based on a mid-quarter update recently made public by management, as well as the stickiness of its deposits going forward. The review will also consider the amount of securities sold, if any, to address deposit outflows, any management actions completed or planned to address the negative effect of potential securities losses on the bank's earnings and capital, and ALM governance and risk limits. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of Western Alliance's ratings is unlikely given the current review for downgrade. The bank's BCA and ratings could be confirmed if its funding profile proves to be resilient over the long term or if Moody's considers that management actions undertaken so far or planned in the near future to reduce Western Alliance's sensitivity to maturity gaps are sufficient to preserve its profitability and capitalization. Western Alliance's BCA and ratings could be downgraded if the bank's deposit base erodes markedly, triggering asset sales, loss crystallization and a higher reliance on market funding. Ratings could also be downgraded if Moody's considers that management actions taken or envisioned by the bank will not be sufficient to preserve its profitability and capitalization, which may also result in significant franchise erosion. The principal methodology used in these ratings was Banks Methodology published in July 2021. WHITETAIL GENERAL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Whitetail General Constructors LLC d/b/a Whitetail Constructors 45 Buckskin Road Belgrade, MT 59714 Business Description: Whitetail provides ground-up construction and remodel/renovation services for both commercial and residential customers. Chapter 11 Petition Date: March 16, 2023 Court: United States Bankruptcy Court District of Montana Case No.: 23-20031 Judge: Hon. Benjamin P. Hursh Debtor's Counsel: Matt Shimanek, Esq. SHIMANEK LAW PLLC 317 East Spruce Street Missoula, MT 59802 Tel: 406-544-8049 Email: matt@shimaneklaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by James Jones 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/BAZNIAY/WHITETAIL_GENERAL_CONSTRUCTORS__mtbke-23-20031__0001.0.pdf?mcid=tGE4TAMA ZEOLI-BROWN LLC: April 20 Plan & Disclosure Hearing Set ------------------------------------------------------- On March 6, 2023, debtor Zeoli-Brown LLC filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a First Amended Subchapter V Plan of Reorganization. On March 9, 2023, Judge Maria L. Oxholm granted preliminary approval to the First Amended Plan of Reorganization and ordered that: * April 10, 2023 is the deadline to return ballots on the plan, as well as to file objections to final approval of the disclosure statement and objections to confirmation of the plan. * April 17, 2023, is the deadline for the Debtor to file a verified summary of the ballot count. * April 20, 2023, at 11:00a.m. in Room 1875, 211 W. Fort Street, Detroit, Michigan is the hearing on objections to final approval of the disclosure statement and confirmation of the plan. A copy of the Order dated March 9, 2023 is available at https://bit.ly/3TmdXZn from PacerMonitor.com at no charge. Debtor's Counsel: George E. Jacobs, Esq. Bankruptcy Law Office 2425 S. Linden Rd., Ste. C Flint, MI 48532 Tel: (810) 720-4333 Email: george@bklawoffice.com About Zeoli-Brown LLC Zeoli-Brown, LLC -- https://ZeolisItalian.com/ -- operates the Italian restaurant Zeoli's Modern Italian in Clawson, Mich. Zeoli-Brown filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-48133) on Oct. 18, 2022, with $123,998 in assets and $1.15 million in liabilities. Mark H. Shapiro has been appointed as Subchapter V trustee. Judge Maria L. Oxholm oversees the case. George E. Jacobs, Esq., at Bankruptcy Law Office and McNeil & Associates, P.C. serve as the Debtor's legal counsel and accountant, respectively. ZEP INC: Goldman Sachs Marks $53M Loan at 40% Off ------------------------------------------------- Goldman Sachs BDC, Inc. has marked its $53,049,000 loan extended to Zep Inc. to market at $31,830,000 or 60% of the outstanding amount, as of December 31, 2022, according to a disclosure contained in Goldman Sachs's Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on February 23, 2023. Goldman Sachs BDC, Inc. is a participant in a Second Lien Senior Secured Debt to Zep Inc. The loan accrues interest at a rate of 12.98% (L+8.25%) per annum. The loan matures on August 11, 2025. Goldman Sachs BDC, Inc. was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company, on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2013. Goldman Sachs Asset Management, L.P., a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC, is the investment adviser of the Company. Zep, Inc. is an Atlanta, Georgia-based cleaning products manufacturer. It specializes in cleaning and maintenance products for industrial, institutional, food and beverage, vehicle care, and retail customers. ZOOMINFO TECHNOLOGIES: Share Repurchase No Impact on Moody's 'Ba3' ------------------------------------------------------------------ Moody's Investors Service said that ZoomInfo Technologies, Inc.'s ("ZoomInfo"; Ba3, stable) March 14, 2023 announcement, that its Board of Directors has initiated a $100 million share repurchase program is credit negative because such shareholder-friendly actions may signal a move towards more aggressive financial policy. However, it has no immediate impact on its ratings. Headquartered in Vancouver, WA, ZoomInfo (NASDAQ: ZI) is a global leader in modern go-to-market software, data, and intelligence for sales, marketing, and recruiting teams. Moody's projects the company's annual revenue of around $1.5 billion in 2024. [^] BOOK REVIEW: Mentor X ------------------------- The Life-Changing Power of Extraordinary Mentors Author: Stephanie Wickouski Publisher: Beard Books Hard cover: 156 pages ISBN: 978-1-58798-700-7 List Price: $24.75 Order this Book: https://is.gd/EIPwnq Long-time bankruptcy lawyer Stephanie Wickouski impressively tackles a soft problem of modern professionals in an era of hard data and scientific intervention in her third published book entitled Mentor X. In an age where employee productivity is measured by artificial intelligence and resumes are prescreened by computers, Stephanie Wickouski adds spirit and humanity to the professional journey. The title is disarmingly deceptive and book browsers could be excused for assuming this work is just another in a long line of homogeneous efforts on mentorship. Don't be fooled; Mentor X is practical, articulate and lively. Most refreshingly, the book acknowledges the most important element of human development: our intuition. Mrs. Wickouski starts by describing what a mentor is and distinguishes that role from a teacher, coach, role model, buddy or boss. Younger professionals may be skeptical of the need for a mentor, but Mrs. Wickouski deftly disabuses that notion by relating how a mentor may do nothing less than change the course of a protege's life. Newbies to this genre need little convincing afterwards. One of the book's worthiest contributions is a definition of mentor that will surprise most readers. Mentors are not teachers, the latter of which impart practical knowledge. Instead, according to Mrs. Wickouski, her mentors "showed me secrets that I could learn nowhere else. They showed me how doors are opened. They showed me how to be an agent of change and advance innovative and controversial ideas." What ambitious professional doesn't want more of that in their life? The practicality of the book continues as Mrs. Wickouski outlines the qualities to look for in a mentor and classifies the various types of mentors, including bold mentors, charismatic mentors, cold and distant mentors, dissolute mentors, personally bonded mentors, younger mentors, and unexpected mentors. Mentor X includes charts and workbooks which aid the reader in getting the most out of a mentor relationship. In a later chapter, Mrs. Wickouski provides an enormously helpful suggestion about adopting a mentor: keep an open mind. Often, mentors will come in packages that differ from our expectations. They may be outside of our profession, younger, less educated, etc . . . but the world works in mysterious ways and Mrs. Wickouski encourages readers to think about mentors broadly. In this modern era of heightened workplace ethics, Mrs. Wickouski articulates the dark side of mentors. She warns about "dementors" and "tormentors" -- false mentors providing dubious and sometimes self-destructive advice, and those who abuse a mentor relationship to further self-interested, malign ends, respectively. She describes other mentor dysfunctions, namely boundary-crossing, rivalry, corruption, and a few others. When a mentor manifests such behaviors, Mrs. Wickouski counsels it's time to end the relationship. Mrs. Wickouski tells readers how to discern when the mentor relationship is changing and when it is effectively over. Those changes can be precipitated by romantic boundaries crossed, emergence of rivalrous sentiment, or encouragement of unethical behavior or corruption. Mrs. Wickouski aptly notes that once insidious energies emerge, the mentorship is effectively over. At this point, certain readers may say to themselves, "Okay, I've got it. Now I can move on." Or, "My workplace has a formal mentorship program. I don't need this book anymore." Or even, "Can't modern technology handle my mentor needs, a Tinder of mentorship, so to speak?" Mrs. Wickouski refutes that notion. She analyzes how many mentoring programs miss the mark. In one of the best passages in the book, Mrs. Wickouski writes, "Assigning or brokering mentors negates the most critical components of a true mentor-protege relationship: the individual process of self-awareness which leads a person to recognize another individual who will give the advice singularly needed. That very process is undermined by having a mentor assigned or by going to a mentoring party." She does not just criticize; she offers a solution with three valuable tips for choosing the right mentor and five qualities to ascertain a true mentor in the unlimited sea of possibilities. Next, Mrs. Wickouski distinguishes between good advice and bad advice. She punctuates that discussion with many relevant and relatable examples that are easy to read and colorfully enjoyable. This section includes interviews with proteges who have had successful mentorships. The punchline: in the best mentorships, the parties harmoniously share personal beliefs and values. Also important, the protege draws inspiration and motivation from the mentor. The book winds down as usefully as it started: Mrs. Wickouski interviews proteges, asking them what they would have done differently with their mentors if they could turn back the clock. A common thread seems to be that the proteges would have gone deeper with their mentors -- they would have asked more questions, spent more time, delved into their mentors' thinking in greater depth. The book wraps up lightly by sharing useful and practical suggestions for maintenance of the mentor relationship. She answers questions such as, "Do I invite my mentor to my wedding?" and "Who pays for lunch?" Mentor X is an enjoyable read and a useful book for any professional in any industry at, frankly, any point in time. Advanced individuals will learn much from the other side, i.e., how to be more effective mentors. Mrs. Wickouski does a wonderful job of encouraging use of that all knowing aspect of human existence which never fails us: proper use of our intuition. About The Author Stephanie Wickouski is widely regarded as an innovator and strategic advisor. A nationally recognized lawyer, she has been named as one of the 12 Outstanding Restructuring Lawyers in the US by Turnarounds & Workouts and as one of US News' Best Lawyers in America. She is the author of two other books: Indenture Trustee Bankruptcy Powers & Duties, an essential guide to the legal role of the bond trustee, and Bankruptcy Crimes, an authoritative resource on bankruptcy fraud. She also writes the Corporate Restructuring blog. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2023. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***