/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230410.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, April 10, 2023, Vol. 27, No. 99 Headlines 111-121 E. CONGRESS: Case Summary & Four Unsecured Creditors 1ST HOSPITALITY: Gets OK to Tap Lee and Associates as Auctioneer 5280 AURARIA: Seeks to Extend Solicitation Exclusivity to June 30 575 BOULEVARD: Seeks to Extend Plan Exclusivity to June 5 67 BROADWAY: April 27 Plan Confirmation Hearing 7614 LLC: Urban Engineering, et al., Propose Sale Plan 77 VARET: Court OKs Cash Collateral Access Thru May 31 77 VARET: Sets Bidding Procedures for New York Apartment Buildings 8617 WEST FORT: Seeks to Tap Darlyn McLaughlin as Special Counsel ACJK INC: Seeks to Hire Jacobs Law Group as Litigation Counsel ADAM T. LAFAVRE: Sale of Buena Vista Property for $4.5 Million OK'd ADRIAN WYATT: Proposes Private Sale of Personal Property for $800K AFTERSHOCK COMICS: CBS AMC Networks UK Appointed to Committee AFTERSHOCK COMICS: Seeks to Extend Plan Exclusivity to July 17 ALAN R. LAYTON: Proposes Consignment Sale of Stereo Equipment ALCARAZ CATERING: Amends Plan to Include Alicia Jimenez Claim ALPHARETTA LIFEHOPE: $15M PBA Deal to Fund Plan Payments AMERICAN SCREENING: Case Summary & 20 Largest Unsecured Creditors AMERICANAS SA: Reference Shareholders May Offer More Money ANASTASIA PARENT: $650M Bank Debt Trades at 20% Discount ASPEN SOBER: Seeks to Hire Breuer Law as Bankruptcy Counsel ATHENAHEALTH GROUP: Fitch Alters Outlook on 'B' LongTerm IDR to Neg AVAYA INC: $743M Bank Debt Trades at 82% Discount BERTUCCI'S RESTAURANTS: Asks to Extend Plan Exclusivity to April 10 BMG EXTERIORS: Unsecureds Will Get 100% of Claims in Plan BOXED INC: Seeks Chapter 11 Bankruptcy to Sell Spresso Business BOY SCOUTS: Bankruptcy Plan Headed to Federal Appeals Court BRAND MARINADE: Case Summary & 20 Largest Unsecured Creditors BRIDGE COMMUNICATIONS: Seeks to Hire Vivona Pandurangi as Counsel BRIDGER STEEL: Court OKs Cash Collateral Access BSPV-PLANO LLC: Seeks to Hire Ballard Spahr as Special Tax Counsel BUSINESS CREDIT: Seeks to Hire RE/MAX Crossroads as Realtor CAMP DAVID: Seeks to Hire Sheehan & Ramsey as Bankruptcy Counsel CASTLE BLACK: Court OKs Cash Collateral Access Thru May 3 CATALINA MARKETING: Seeks Expedited Hearing on Prepack Plan CATALINA MARKETING: Unsecureds Unimpaired in Prepack Plan CHECKOUT HOLDING: $150M Bank Debt Trades at 94% Discount CINEWORLD GROUP: Aims to Raise $2.26-Bil. to Emerge from Bankruptcy CLOVIS ONCOLOGY: Stockholders Goup Joins UST Objection CLOVIS ONCOLOGY: UST Says Plan Disclosures Inadequate CLUBHOUSE MEDIA: Incurs $7.5 Million Net Loss in 2022 CM RESORT: Trustee Files Alternative Liquidating Plan COLOUROZ INVESTMENT 2: $205M Bank Debt Trades at 56% Discount CONSOLIDATED ELEVATOR: Seeks to Tap Dempsey Law as Special Counsel CROSSROAD REALTY NY: Files for Chapter 11 to Stop Foreclosure DCL HOLDINGS: Pigments Buys Substantially All Assets for $45-Mil. DIOCESE OF SANTA ROSA: Taps Felderstein as Bankruptcy Counsel DIOCESE OF SANTA ROSA: Taps GlassRatner as Financial Advisor DIOCESE OF SANTA ROSA: Taps Shapiro as Special Counsel DIOCESE OF SANTA ROSA: Taps Weinstein as Insurance Counsel DR. ROOTS HERBS: Unsecureds to be Paid in Full over 60 Months EL MONTE NATURE: Unsecureds Owed $14M to Get Full Payment ELEVATE TEXTILES: $585M Bank Debt Trades at 46% Discount ELEVATE TEXTILES: S&P Downgrades ICR to 'CCC', Withdraws Rating ELITE KIDS: Seeks to Extend Plan Exclusivity to September 18 ENVISION HEALTHCARE: $2.20B Bank Debt Trades at 85% Discount ENVISION HEALTHCARE: $5.45B Bank Debt Trades at 92% Discount ESCO LTD: Has $4.1MM DIP Loan from Truist FANATICS HOLDINGS: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable FGV FRESNO: Seeks to Tap Mogharebi-Ozen Co. as Real Estate Broker FINTHRIVE SOFTWARE: $460M Bank Debt Trades at 40% Discount FRASIER CONTRACTING: Creditors to Be Paid From Sale Proceeds FREE SPEECH: Jones Bought $4K Cryogenic Chamber, $100K on Guns FREEMANVILLE LIFEHOPE: Unsecureds to be Paid in Full in Plan FULTON FILMS LLC: Seeks to Extend Plan Exclusivity to September 12 GLOBAL MEDICAL: $1.94B Bank Debt Trades at 34% Discount GLOBAL MEDICAL: $1.98B Bank Debt Trades at 34% Discount GRADE A HOME: Seeks to Hire Tran Singh LLP as Bankruptcy Counsel GREATER FELLOWSHIP: Gets OK to Hire Dilks Law Firm as Counsel GREELY LAND: Deal on Cash Collateral Access Thru April 30 OK'd GREENBOOK REALTY: Unsecureds Get Full Payment With Interest GULF COAST: Taps Johnson Pope Bokor Ruppel & Burns as Counsel GUNITE MASTERS: Sale of 2022 Ford F750 Truck for $63K Approved HAIRY DEALINGS: Court OKs Cash Collateral Access Thru May 18 HEADQUARTERS INVESTMENTS: $15.5M Sale of Orlando Properties Denied HIE HOLDINGS: Trustee's Oahu Auction Sale of Hawaiian Assets Okayed HYRECAR INC: Seeks to Hire Cole Schotz PC as Local Counsel HYRECAR INC: Seeks to Hire Greenberg Glusker as Bankruptcy Counsel HYRECAR INC: Taps Donlin Recano & Company as Administrative Advisor IAA INC: Moody's Withdraws 'Ba3' CFR on Ritchie Bros. Transaction IMMANUEL SOBRIETY: Seeks to Hire Crystle J. Lindsey as Counsel INLAND BOAT: Amends Westover Secured Claim Pay Details INVACARE CORP: Unsecureds Owed $60M Get 3.6% to 5% in Plan JAIRRABRANDY REALTY: Files for Chapter 11 to Stop Foreclosure JAM MEDIA: Unsecured Creditors to Get $60K per Year for 3 Years JESS HALL'S: Rosen Systems' Auction of FF&E, Free of Claims, OK'd JILL ACQUISITION: Moody's Hikes CFR to B2 & Rates New Term Loan B2 JP INTERMEDIATE B: $450M Bank Debt Trades at 43% Discount KEYSTONE GAS: Unsec. Creditors Owed $1.18M Recover 13% in Plan KJ TRADE: Gets OK to Tap Accounting & Tax Advisory as Accountant LAKE DISTRICT: Court OKs Interim Cash Collateral Access LANNETT CO: S&P Downgrades ICR to 'SD' on Missed Interest Payment LEGACY CONSTRUCTION: Starts Subchapter V Bankruptcy Proceeding LONGRUN PBC: Seeks to Hire MaxTax Incentives to Pursue ERC Claim M & T REAL ESTATE: Taps Giddens, Mitchell & Associates as Counsel MADERA COMMUNITY: Court OKs Cash Collateral Access Thru May 12 MATADOR RESOURCES: Fitch Gives BB- Rating on Unsec. Notes Due 2028 MAYFLOWER RETIREMENT: Fitch Affirms 'BB+ IDR, Off Watch Negative MIAMI JET TOURS: Court OKs Final Cash Collateral Access MICHAEL MCCORD: HRC Property Buying Columbus Real Estate for $2.2M MIDCAP FINCO: Fitch Affirms LongTerm IDR at 'BB+', Outlook Stable MONTANA TUNNELS: Seeks to Extend Plan Exclusivity to June 5 MORGAN TURF: May 4 Plan Confirmation Hearing Set MOUNTAIN EXPRESS: U.S. Trustee Appoints Creditors' Committee MURPHY OIL: S&P Upgrades ICR to 'BB+', Outlook Stable MUSIC GETAWAYS: Case Summary & 17 Unsecured Creditors NAUTILUS POWER: $728.6M Bank Debt Trades at 33% Discount NEWCO LLC: Seeks to Hire Ascendant Law Group as Bankruptcy Counsel NICK'S CREATIVE: May 2 Hearing on Disclosure Statement NOBLE CORP: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable NOBLE HEALTH: Seeks to Hire Berman as Bankruptcy Counsel NUMERICAL CONTROL: Selling Assets for $910K, Subject to Overbid OMNIQ CORP: Incurs $13.6 Million Net Loss in 2022 OPTIV INC: Moody's Rates New 1st Lien Term Loan 'B3' ORCHID FINCO: $400M Bank Debt Trades at 21% Discount OUTDOOR HOME SERVICES: S&P Downgrades ICR to 'B-', Outlook Stable PACIFIC BEND: Seeks Approval to Hire Wilson Ivanova as Accountant PACIFICCO INC: Court OKs Interim Cash Collateral Access PARTY CITY: Unsecureds to Get Share of GUC Allocation in Plan PARTY CITY: Will Sell Party Supply Unit for $5.4 Million PEAR THERAPEUTICS: Case Summary & 30 Largest Unsecured Creditors PEAR THERAPEUTICS: Files for Chapter 11 Bankruptcy to Pursue Sale PEARL INC: Seeks to Hire Patrick Gros CPA APAC as Accountant PHOENIX SERVICES: Unsecureds to Get Nothing in Joint Plan PIEDMONT DRAGWAY: Court OKs Cash Collateral Access Thru April 25 PLUTO ACQUISITION I: $873.4M Bank Debt Trades at 32% Discount PREMIER CAJUN: Committee Seeks to Tap Christian & Small as Counsel QUALITY HEATING: Seeks to Hire SC&H Group as Investment Banker QUALTEK LLC: Moody's Lowers CFR to Caa3 & Rates New $75MM Loan B3 QUEBECOR MEDIA: Moody's Affirms Ba1 CFR & Alters Outlook to Stable QUEST PATENT: Incurs $754K Net Loss in 2022 R.P. RUIZ: Says Disclosures Amended to Address Objections RADIOSHACK: In Trouble Again After Creditors Start Forced Auction RAINBOW LAND: Taylor Buying Caliente and Lincoln County Properties REALPAGE INTERMEDIATE: Fitch Alters Outlook on 'B' IDR to Negative RODAN & FIELDS: Moody's Downgrades PDR to Ca-PD, Outlook Negative RODAN & FIELDS: S&P Cuts ICR to 'D' on Recapitalization Agreements RV DOCTOR: Seeks to Hire McGuire Law & Title as Litigation Counsel SCHAFFNER PUBLICATIONS: Taps Diller and Rice as Legal Counsel SCIENTIFIC GAMES: Fitch Affirms IDR at 'B', Outlook Stable SENECAL CONSTRUCTION: Wins Final OK on Cash Collateral Access SERTA SIMMONS: $1.95B Bank Debt Trades at 97% Discount SHAWN JENSEN: No Change in Patient Care, 10th PCO Report Says SHIFRIN & ASSOCIATES: Taps Carmody MacDonald as Bankruptcy Counsel SHUTTERFLY LLC: $1.11B Bank Debt Trades at 53% Discount SIO2 MEDICAL: Has Oaktree-Backed Debt-for-Equity Plan SIO2 MEDICAL: Sets Bidding Procedures for All New Common Stock SKINNY & CO: Case Summary & 20 Largest Unsecured Creditors SPARKLES BEAUTY: Unsecureds Will Get 3.86% of Claims in Plan SPEEDBOAT JV: Seeks to Hire The Fuller Law Firm as Counsel STEAK AND STONE: Voluntary Chapter 11 Case Summary SURRENDER SOLUTIONS: Taps Michael Jay Berger as Legal Counsel T-ROLL CONSTRUCTION: Taps Berken Cloyes PC as Bankruptcy Counsel TAG MOBILE: Trustee's Sale of All Assets to H. Do for $2.7MM OK'd TALEN ENERGY: $1.55 Billion Equity Offer Approved by Regulators TARGET HOSPITALITY: S&P Upgrades ICR to 'B+', Outlook Positive TAVERN ON LAGRANGE: Taps Benjamin Legal Services as Counsel TEXAS MADE SPORTS: Unsecureds Owed $1.7M Out of Money in Plan TEXSTAR COUNTRY: Claims Paid From Business Operations TIMBER PHARMACEUTICALS: Incurs $19.4 Million Net Loss in 2022 TOSCA SERVICES: $626.5M Bank Debt Trades at 24% Discount TWILA M. LANKFORD: Trustee Sells Oakland Property, Free of Claims UNITED FURNITURE: U.S. Trustee Appoints Creditors' Committee UNITED NATURAL: Moody's Alters Outlook on 'Ba3' CFR to Negative VICI WELLNESS: Taps Law Offices of Michael Jay Berger as Counsel VYANT BIO: Incurs $22.7 Million Net Loss in 2022 WALKER COUNTY: Seeks to Hire Holland & Knight as New Counsel WHO DAT?: Seeks to Hire Chaffe & Associates as Financial Advisor WICHITA HOOPS: Seeks to Tap Prelle Eron & Bailey as Legal Counsel WICKAPOGUE 1: Lender Takes LLC Interests, Files Chapter 11 YITBOS INC: Court OKs Interim Cash Collateral Access [*] Six Retailers That Announced Store Closures This April 2023 [^] BOND PRICING: For the Week from April 3 to 7, 2023 ********* 111-121 E. CONGRESS: Case Summary & Four Unsecured Creditors ------------------------------------------------------------ Debtor: 111-121 E. Congress, LLC 49 N. Scott Ave. Tucson, AZ 85701 Business Description: The Debtor owns ommercial property (bar/nightclub) located at 111-121 E. Congress, St., Tucson, Pima County, AZ valued at $1.5 million Chapter 11 Petition Date: April 7, 2023 Court: United States Bankruptcy Court District of Arizona Case No.: 23-02230 Debtor's Counsel: Jody A. Corrales, Esq. DECONCINI MCDONALD YETWIN & LACY, P.C. 2525 E Broadway, Ste 200 Tucson, AZ 85716 Tel: 520-322-5000 Fax: 520-322-5585 Email: jcorrales@dmyl.com Total Assets: $1,500,000 Total Liabilities: $2,229,745 The petition was signed by David Nichols as trustee of DN Nichols Revocable Trust. 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/GRXY6NA/111-121_E_CONGRESS_LLC__azbke-23-02230__0001.0.pdf?mcid=tGE4TAMA 1ST HOSPITALITY: Gets OK to Tap Lee and Associates as Auctioneer ---------------------------------------------------------------- 1st Hospitality, LLC received approval from the U.S. Bankruptcy Court for the District of Nebraska to employ Lee and Associates as its auctioneer. The Debtor requires an auctioneer to list and offer for sale its real property located in Box Butte County, Nebraska. The auctioneer shall be paid a commission of 4 percent of the gross sale price. S. Scott Moore, a real estate agent at Lee and Associates, 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: S. Scott Moore Lee and Associates 12020 Shamrock Plz., Ste. 333 Omaha, NE 68154 Telephone: (531) 721-2888 About 1st Hospitality 1st Hospitality, LLC is the fee simple owner of a real property located at 117 Cody Ave., Alliance, Neb., with a revenue-based valuation of $1.62 million. 1st Hospitality filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No. 22-41002) on Nov. 22, 2022, with $1 million to $10 million in both assets and liabilities. Anupam Dave, authorized member, signed the petition. Judge Thomas L. Saladino oversees the case. The Debtor is represented by Patrick Raymond Turner, Esq., at Turner Legal Group, LLC. 5280 AURARIA: Seeks to Extend Solicitation Exclusivity to June 30 ----------------------------------------------------------------- 5280 Auraria, LLC asks the U.S. Bankruptcy Court for the District of Colorado to extend its exclusivity period to solicit and obtain acceptances of its plan to June 30, 2023. The Debtor contended that good cause exists for granting an extension of the acceptance period as it already has a Plan and Disclosure Statement on file. The Debtor filed its Plan and Disclosure Statement on October 17, 2022. It also filed on December 14, 2022 its Modified Disclosure Statement to Accompany Debtor's First Plan of Reorganization. The Debtor later filed its First Amended Plan of Reorganization and Disclosure Statement to Accompany Debtor's First Amended Plan of Reorganization on March 27, 2023. Additionally, the Debtor filed its Objection to DB Auraria LLC's claim on November 16, 2022. DB Auraria filed its Response to the claim objection on December 17, 2022. The status conference on the claim objection is to be held concurrently with the disclosure statement hearing. The disclosure statement hearing is currently set for April 13, 2023. The Debtor stated that it has agreed with DB Auraria on numerous occasions to pause the disclosure statement hearing and the status conference on the claim objection while the parties attempted to negotiate terms for a consensual Plan. "The pause has pushed the disclosure statement hearing to a date that is one week after the expiration of the acceptance period. As a result, the Debtor is requesting an extension of the acceptance period through and including June 30, 2023," the Debtor explains. 5280 Auraria, LLC is represented by: Michael J. Pankow, Esq. Anna-Liisa Mullis, Esq. Amalia Y. Sax-Bolder, Esq. BROWNSTEIN HYATT FARBER SCHRECK, LLP 410 17th Street, Suite 2200 Denver, CO 80202 Tel: (303) 223-1100 Email: mpankow@bhfs.com amullis@bhfs.com asax-bolder@bhfs.com About 5280 Auraria 5280 Auraria, LLC, owns Auraria Student Lofts, a high-rise building in downtown Denver aimed at providing housing for college students. 5280 Auraria's sole member and manager is Nelson Partners, LLC, a Utah limited liability company. The individual principal is Patrick Nelson. 5280 Auraria sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 22-12059) on June 9, 2022. In the petition filed by Patrick Nelson, as managing member, the Debtor listed between $50 million and $100 million in both assets and liabilities. Judge Kimberley H. Tyson oversees the case. Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP is the Debtor's counsel. 575 BOULEVARD: Seeks to Extend Plan Exclusivity to June 5 --------------------------------------------------------- 575 Boulevard LLC asks the U.S. Bankruptcy Court for the Middle District of Georgia to extend the exclusive periods within which to file a plan and obtain acceptances thereof to June 5, 2023 and August 4, 2023, respectively. The Debtor stated that it has made progress with its creditor, including Susquehanna Capital Management, LLC ("SCM"), its primary secured creditor. SCM and the Debtor have agreed that the latter will attempt in good faith, and as expeditiously as possible, to sell its primary asset, a commercial building located in the Grant Park neighborhood of Atlanta. The Debtor explained that the extension will permit it to not only attempt to sell the property, but will also permit it to draft and file a viable Plan with all of the significant information required to be filed therewith. Currently, the exclusive times within which the Debtor may file a plan and obtain acceptances thereof expire on April 4, 2023 and June 3, 2023, respectively. 575 Boulevard LLC is represented by: David L. Bury, Esq. G. Daniel Taylor, Esq. STONE & BAXTER, LLP 577 Third Street Macon, Georgia 31201 About 575 Boulevard LLC 575 Boulevard LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). 575 Boulevard LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 22-71057) on Dec. 5, 2022. In the petition filed by Jeffrey L. Wilson, as manager, the Debtor reported assets between $500,000 and $1 million and liabilities between $1 million and $10 million. The Debtor is represented by: Gregory D. Taylor, Esq Stone & Baxter, LLP 103 N Bartow St Nashville, GA 31639 67 BROADWAY: April 27 Plan Confirmation Hearing ----------------------------------------------- Judge Vincent F. Papalia has entered an order approving 67 Broadway Realty, LLC's Amended Disclosure Statement dated March 27, 2023. April 27, 2023, at 11:00 a.m., is fixed as the date and time for the hearing on confirmation of the Plan. Written acceptances, rejections or objections to the Plan must be filed with the attorney for the plan proponent not less than 7 days before the hearing on confirmation of the Plan. About 67 Broadway Realty 67 Broadway Realty LLC is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). 67 Broadway Realty LLC sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 22-12713) on April 4, 2022. In the petition filed by Sandra Jaquez, as managing member, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Honorable Judge Vincent F. Papalia. David L. Stevens, of Scura, Wigfield, Heyer & Stevens, is the Debtor's counsel. 7614 LLC: Urban Engineering, et al., Propose Sale Plan ------------------------------------------------------ Urban Engineering, P.C., Urban Construction & Management, Inc., and Nizar Khoury submitted a proposed Chapter 11 Plan of Reorganization for 7614 LLC and a corresponding Disclosure Statement. The Debtor's primary asset is its ownership interest in a vacant parcel of real property located at 7614 4th Avenue, Brooklyn, New York (the "Property"). According to the Debtor's Schedules, the Property has an estimated current value of $5,000,000. The Property is presently encumbered by, at a minimum a first mortgage Lien in favor of 7614 4th Lender LLC (the "Secured Lender"). The Debtor filed a voluntary petition (signed by Mr. Ziss) for relief under chapter 11 of the Bankruptcy Code with the Bankruptcy Court on Sept. 23, 2022. According to Mr. Ziss, the impetus for the Debtor's chapter 11 filing was that the first mortgage against the Property held by the Secured Lender could not be refinanced due to the undecided nature of the Plan Proponent' Action and the Adjoining Property Action. The Plan contemplates a sale of the Property to the highest successful bidder at an Auction which will be conducted in accordance with the Bid Procedures. Under the Plan, the Net Sale Proceeds, if any, of any sale of the Property, together with the cash amounts, if any, that may be on hand with the Debtor, will first be applied to the allowable Liens against the Property (in order of statutory priority), as provided for under the Plan, with any remaining amounts used to pay Creditors with Allowed Claims and, thereafter, to be distributed to Interest Holders with Allowed Interests as determined by the Bankruptcy Court in connection with the pending adversary proceeding between the Plan Proponents and the Debtor. The auction date and the bid procedures will be established by an order of the Bankruptcy Court upon a motion to be filed by the Plan Proponents. The Plan Proponents anticipate that, as a result of the sale of the Property under the Plan, all Liens against the Property will be fully satisfied and that the remaining Creditors and Interest Holders will receive a recovery on their Allowed Claims and Interests. Under the Plan, Class 2 General Unsecured Claim, to the extent that any funds are available from the Net Sale Proceeds and/or the Cash on hand with the Debtor after full payment of all Statutory Fees, Administrative Claims, Priority Tax Claims, and the Lender Secured Claim in Class 1, each holder of an Allowed Class 2 General Unsecured Claim will be paid a Pro Rata Cash Distribution of the amounts available on the later of: (i) the Closing Date; or (ii) not later than 5 Business Days after such Claim becomes an Allowed Claim, not to exceed payment in full plus interest at the legal rate, in full satisfaction, release and discharge thereof. Any Deficiency Claim shall also be treated as a General Unsecured Claim in Class 2. Class 2 is impaired. Counsel to the Plan Proponents: Douglas J. Pick, Esq. PICK & ZABICKI LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Tel: (212) 695-6000 A copy of the Disclosure Statement dated March 29, 2023, is available at https://bit.ly/3lT8DjS from PacerMonitor.com. About 7614 LLC 7614 LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). 7614 LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42336) on Sept. 23, 2022. In the petition filed by Tim Ziss, as manager and member, the Debtor reported assets and liabilities between $1 million and $10 million each. The Debtor is represented by Kevin J Nash of Goldberg Weprin Finkel Goldstein LLP. 77 VARET: Court OKs Cash Collateral Access Thru May 31 ------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of New York authorized 77 Varet Holding Corp., as Member Debtor, and 162-164 82nd St. LLC, as Property Debtor, to continue using cash collateral on a final basis, through May 31, 2023, in accordance with their agreement with East 82nd Holdco LLC, the assignee of Dime Community Bank. As previously reported by the Troubled Company Reporter, the Debtors need access to funds through the use of cash collateral to enable them to preserve and enhance the value of their assets for the benefit of creditors. Prior to the bankruptcy filing date, the Lender's predecessor-in-interest, Dime Community Bank, made a loan to 162-164 82nd in the original maximum principal amount of $10.5 million, evidenced by the Consolidated and Restated Mortgage Note dated as of June 15, 2017, executed by 162-164 82nd in favor of Dime in the amount of $10.5 million. The Parties acknowledge and agree that the Mortgage Loan is secured by, among other things, the Consolidation, Modification and Extension Agreement, dated as of June 15, 2017, executed by 162-164 82nd in favor of Dime and by other security instruments, if any, specified in the Mortgage Loan Documents. Prior to the Filing Date, Dime made a mezzanine loan to Varet in the original maximum principal amount of $1.5 million, evidenced by the Mezzanine Promissory Note dated as of June 15, 2017, executed by the Borrower in favor of Dime in the amount of $1.5 million. The Parties acknowledge and agree that the Mezzanine Loan is secured by, among other things, the Pledge and Security Agreement, dated as of June 15, 2017, executed by the Borrower in favor of Dime and by other security instruments specified in the Mezzanine Loan Documents. Before the Filing Date, on June 29, 2021, Dime sold and assigned the Prepetition Loan Documents to the Lender. As of the Varet Filing Date, Varet was, and still is, indebted to the Lender in the amount of not less than $2.058 million plus accrued and unpaid costs and expenses. As of the 162-164 82nd Filing Date, 162-164 82nd was, and still is, indebted to the Lender in the amount of not less than $15.492 million, plus accrued and unpaid interest and costs and expenses. To adequately protect the Lender for the cash collateral, the Stipulation provides the Debtors will grant the Lender customary protections including replacement liens and regular reporting. A copy of the order is available at https://bit.ly/3KyxeUx from PacerMonitor.com. About 77 Varet Holding Corp. 77 Varet Holding Corp. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42316) on Sept. 21, 2022. In the petition filed by David Goldwasser, as manager, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. Judge Nancy Hershey Lord oversees the case. The Debtor is represented by Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, as counsel. 77 VARET: Sets Bidding Procedures for New York Apartment Buildings ------------------------------------------------------------------ 77 Varet Holding Corp. and 162-164 82nd St. LLC ask the U.S. Bankruptcy Court for the Eastern District of New York to: a. amend an order retaining Rosewood Realty Group to act on behalf of its estate to market the residential apartment buildings located at 162-164 East 82nd Street, New York, NY, for sale at auction to correct the buyer's premium to be paid by third-party bidders; and b. approve the bidding procedures to be used in connection with the auction sale. The Debtors have proposed a Second Amended Chapter 11 Joint Plan of Reorganization and to seek a hearing on confirmation of the Plan for late April, potentially April 27, 2023. The Plan implements an agreement reached between the Debtors and their secured lender, East 82nd Holdco LLC, pursuant to which the Debtors agreed to either refinance their debt prior to April 1, 2023, or in the event they cannot (and it now appears likely the refinancing will not be timely obtained), the Debtors have agreed to offer the Property owned by the Lender for sale at Auction. As part of the agreement, the Lender requires that the Auction be conducted, the Plan be confirmed and the sale closed no later than May 1, 2023. Accordingly, the Debtors now file its motion asking approval of bidding procedures for the conduct of the Auction, including setting dates for the Auction process. Additionally, they ask to set a date for confirmation of the Plan, to coincide with the hearing to approve the Auction results, so that the May 1 timeline can be met. Following a hearing held on March 28, 2023, the Court approved the Debtors' proposed disclosure statement, subject to a number of revisions and amendments being made, setting the stage for confirmation of the Plan. The revised papers and proposed Order approving the Disclosure Statement will be filed soon. Given the timeframe required by the Lender, cause exists to shorten the notice period for confirmation of the Plan, so that a hearing is held, potentially on April 27, 2023, or such other date as is convenient to the Court which permits conduct of the Auction, approval of the Auction results, confirmation of the Plan and a closing on the sale all prior to the May 1, 2023 deadline. In preparation for the sale, the Debtors also moved to approve the retention of Rosewood to act as broker, which motion was granted without objection following the March 28, 2023 hearing. The Order approving the retention is sub judice. In furtherance of the sale, the Debtors now ask to correct an error in the Rosewood retention. Through a word processing error, the employment agreement with the broker, Rosewood, the commission to be paid as a buyer's premium by a third party was misstated as being 2.75% instead of the agreed upon commission of 4.5%. Finally, the Debtors ask approval of bidding procedures to be used in connection with the Auction sale process. In connection therewith, they also seek the scheduling of a hearing to confirm the results of the Auction and finally approve the sale. Pursuant to Administrative Order 557, the key provisions of the proposed Bidding Procedures of the Property are as follows: - The Auction will be held on April 25, 2023 at 2:00 p.m. The Auction will be conducted via Zoom. - the Successful Bidder (other than the Lender on a credit bid) must close title by May 1, 2023, time of the essence. - The decisions relating to the conduct of the Auction are to be made by the Debtors and the Lender in consultation with Rosewood. - The Lender (although not required to do so) will be permitted to credit bid. If the Lender is the winning bidder at Auction, it will be required to fund payments required under the Plan to the secured claims of New York State and NY City Water Board, all allowed Priority Claims and Administrative Expenses, inclusive of the Allowed Professional Fees, plus any outstanding U.S. Trustee fees, and the allowed claims of general unsecured non-insider creditors, as well as the buyer's premium of 1.5%. - Prospective bidders (except the Lender) must submit a proposed bid in the minimum amount of $17,945,000, sufficient to pay the Lender; (ii) the Creditor Claims ("Initial Bid"); together with payment of a Buyer’s Premium of 4.5% (assuming that the proposed correction of the commission from 2.75% is approved). The minimum bid is subject to adjustment by the Debtors in consultation with the Lender and Rosewood. - Prospective bidders (except the Lender) must present a good faith deposit in the amount of $1 million on or before April 24, 2023 4:00 p.m. Subsequent bids will initially be in increments of $25,000. - If no Qualified Bid is timely received from a Qualified Bidder, the Debtors will file a Notice of No Auction and the Lender will be deemed the Successful Bidder based upon its credit bid. - A hearing to confirm the results of the Auction and finally approve the Sale will be held on April 27, 2023 at (TBD) before the Hon. Nancy Hershey Lord via Zoom. - the Successful Bidder must pay any required transfer taxes and any forms or applicable recording documents as required by applicable governmental authorities, together with the customary and fees and taxes associated in connection therewith usually paid by a purchaser of real property and the transactions hereunder to the extent such taxes are not exempt under the Confirmation Order. - the Property is being sold free and clear of all liens, claims and encumbrances. - the Property is being sold "as is, where is," "with all faults," and without any representations or warranties of any kind. - All decisions regarding the sale, and any amendments or revisions to the Bidding Procedures, including changes in the schedule, will be made by the Debtors in consultation with the Lender and Rosewood. A copy of the Bidding Procedures is available at https://tinyurl.com/22ekd2sm from PacerMonitor.com free of charge. About 77 Varet Holding Corp. 77 Varet Holding Corp. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42316) on Sept. 21, 2022. In the petition filed by David Goldwasser, as manager, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. Judge Nancy Hershey Lord oversees the case. The Debtor is represented by Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, as counsel. 8617 WEST FORT: Seeks to Tap Darlyn McLaughlin as Special Counsel ----------------------------------------------------------------- 8617 West Fort Foote, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ the Law Offices of Darlyn R. McLaughlin as its special counsel. The Debtor needs a special counsel to represent it in commencing and prosecuting actions to evict the current occupants in its properties. The firm's normal rates are currently $750 for cases to evict squatters and $800 for cases to evict holdover tenants. Mr. McLaughlin 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: Darlyn R. McLaughlin, Esq. Law Offices of Darlyn R. McLaughlin P.O. Box 96 Westminster, MD 21158 Telephone: (443) 896-6543 Facsimile: (888) 398-1436 Email: darlyn@mdlawpractice.com About 8617 West Fort Foote 8617 West Fort Foote, LLC is a Maryland limited liability which was formed November 3, 2014, for the purpose owning and managing residential real estate. 8617 West Fort Foote filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 22-16122) on Nov. 2, 2022, with as much as $1 million in both assets and liabilities. Judge Maria Ellena Chavez-Ruark oversees the case. The Debtor tapped the Law Offices of Steven H. Greenfeld, LLC as bankruptcy counsel and the Law Offices of Darlyn R. McLaughlin as special counsel. ACJK INC: Seeks to Hire Jacobs Law Group as Litigation Counsel -------------------------------------------------------------- ACJK, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Illinois to employ Jacobs Law Group, PC as special counsel. The Debtor requires a special counsel to represent it in litigation seeking damages from Optum, RX and as successor to Catamaran Corporation. Mark Cuker, Esq., an attorney at Jacobs Law Group, received a retainer of $800 from the Debtor. He also agreed to accept 33 1/3% of any damages recovered in the said lawsuit. Mr. Cuker 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: Mark Cuker, Esq. Jacobs Law Group, PC One Logan Square 130 N. 18th Street, Suite 1200 Philadelphia, PA 19103 Telephone: (267) 715-9727 Facsimile: (215) 569-9788 About ACJK Inc. ACJK Inc. d/b/a Medicap Pharmacy is a local pharmacy that offers services such as immunizations, medication therapy management, multi-dose packaging, medication synchronization, important health screenings, and expert care. On the Web: https://granitecity.medicap.com/ ACJK Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 23-30045) on January 30, 2023. In the petition filed by Mark Allen, manager, the Debtor reported assets and liabilities between $1 million and $10 million each. The case is overseen by Honorable Bankruptcy Judge Laura K. Grandy. The Debtor tapped Michael J Benson, Esq., at A Bankruptcy Law Firm, LLC as bankruptcy counsel and Mark Cuker, Esq., at Jacobs Law Group, PC as litigation counsel. ADAM T. LAFAVRE: Sale of Buena Vista Property for $4.5 Million OK'd ------------------------------------------------------------------- Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida authorized Adam Tracy LaFavre's sale of the real property consisting of 160 acres located at 16310 County Road 327, Buena Vista, Colorado, and 16500 County Road 327, Buena Vista, Chaffee County, Colorado, together with the personal property located thereon, to Alan Kent and Donna P. Hilburn for for $4.5 million. The hearing on the Motion was held on March 20, 2023, at 2:00 p.m. The Contract to Buy and Sell Real Estate (Residential) Agreement including all amendments and counterproposals is approved. The sale is free and clear of any and all encumbrances of any nature whatsoever, whether known or unknown, including, without limitation, the following encumbrances of record against the Colorado Property: a. Property taxes: i. Sale for general property taxes of 2018, 2019, 2021 and subsequent years, Certificate No. 20180005 in the amount of $34,577.52 (Schedule No. 342312100007) (Parcel A) ii. Sale for general property taxes of 2018, 2019, 2021 and subsequent years, Certificate No. 20180029 in the amount of $12,970.97 (Schedule No. 342312100073) (Parcel B) iii. Sale for general property taxes of 2018, 2019, 2021 and subsequent years, Certificate No. 20180019 in the amount of $3,444.11 (Schedule No. 342301400002) (Parcel C) b. Mortgages and Deeds of Trust (Preserved under the Plan) i. Deed of Trust from Kevin H. Ortenblad and Julie A. Ortenblad, for the use of Stephen W. Firestone, D.D.S. and Rebecca Firestone, to secure $500,000.00. dated May 25, 2007 and recorded May 29, 2007 at Reception No. 366954. (Parcel B) ii. Deed of Trust from Kevin H. Ortenblad and Julie A. Ortenblad, for the use of Community Banks of Colorado, to secure $100,000.00, dated October 18, 2011 and recorded Oct. 19, 2011 at Reception No. 396469. (Parcel B) iii. Deed of Trust from Kathleen T. LaFavre and Adam T. LaFAVRE, not personally but as Trustees on behalf of The Adam T. LaFavre and Kathleen T. LaFAVRE Revocable Trust dated Jan. 8, 2016, for the use of Community Banks of Colorado, a division of NBH Bank, to secure $182,000, dated Dec. 19, 2016 and recorded Jan. 3, 2017 at Reception No. 431668. (Parcel A) c. Mortgages and Deeds of Trust (NOT Preserved under the Plan) i. Deed of Trust from The Adam T. LaFavre and Kathleen T. LaFavre Revocable Living Trust, for the use of Promoezz LLC, a Florida Limited Liability Company, to secure $3,000,000.00, dated March 31, 2016 and recorded April 8, 2016 at Reception No. 426138; Said Deed of Trust Subordinated to Reception No. 431668 in Agreement recorded Sept. 23, 2020 at Reception No. 462816. (Parcel B) d. Judgments or Lawsuits (NOT Preserved under the Plan) i. Judgement in favor of Premier Bank against Adam LaFavre, in the amount of $1,366,125.10, in Case No. 2018CV30001, transcript of which was recorded April 5, 2018 at Reception No. 441945. (Parcel A, B, & C) ii. Judgement in favor of Premier Bank against Adam T. LaFavre, in the amount of $5,495,026.46, in Case No. 2018CV30014, transcript of which was recorded April 5, 2018 at Reception No. 441946. (Parcel A, B, & C) iii. Case No. 2018CV30024 in the District Court of the County of Chaffee; Plaintiff Hilgenberg Properties, LLC; recorded May 8, 2018 at Reception No. 442724. (Parcel A, B, & C) iv. Case No. 2018CV30027 in the District Court of the County of Chaffee; Plaintiff Premier Bank; recorded May 11, 2018 at Reception No. 442775. (Parcel A, B, & C) v. Judgement in favor of Hilgenberg Properties LLC, against Adam T. LaFavre, in the amount of $160,681.49, in Case No. 18CV030035, transcript of which was recorded Aug. 13, 2018 at Reception No. 444898. (Parcel A, B, & C) vi. Judgement in favor of Hilgenberg Properties LLC against Adam T. LaFavre et al, in the amount of $180,192.83, in Case No. 18CV030044, transcript of which was recorded Nov. 8, 2018 at Reception No. 446872. (Parcel A, B, & C) vii. Case No. 2018CV30054 in the District Court of the County of Chaffee; Plaintiffs Kevin H. Ortenblad and Julie A. Ortenblad; recorded Dec. 5, 2018 at Reception No. 447294. (Parcel A, B, & C) viii. Judgement in favor of Premier Bank, against Adam T. LaFavre, in the revived Judgement amount of $10,323,640.28, in Case No. 2018CV30014, transcript of which was June 7, 2019 at Reception No. 451164. (Parcel A, B, & C) The Third-Party Manager on behalf of the Estate is authorized to convey to the Purchasers all of the bankruptcy estate's right, title, and interest in and to all of the Colorado Property free and clear of any liens, claims or encumbrances, subject to the provisions of the Contract. Of the Record Encumbrances, the following will attach solely to the proceeds of the sale, unless paid at closing: a. Secured Claims of the Chaffee County Treasurer (Plan, Class 3(b); b. Secured Claim of Stephen W. Firestone and Rebecca Firestone (Class 8); and c. Secured Claim of Community Banks of Colorado (Class 9). At closing, the Third-Party Manager on behalf of the Estate is authorized to pay the undisputed amounts secured by the Secured Claims, Broker's Commission, property taxes, title insurance premiums, recording fees, utility expenses, HOA fees (if any), escrow fees, and any other fees and expenses agreed upon pursuant to the Contract. The 6% brokerage commission to the Broker, less the agreed upon $25,000 reduction is authorized to be paid at the closing of the Sale. The payment of $125,000 in connection with the Motion to approve Compromise as to Colorado Personal Property is authorized to be paid at closing of the sale. The payment will be made to Erik Johanson PLLC trust account. At closing, the net sale proceeds, following payment of the items authorized, will be paid solely to and for the benefit of the Estate, and payable to the trust account of Stichter Riedel Blain & Postler, P.A., to be held pending further order of the Court. The 14-day stays set forth in Bankruptcy Rules 6004(h) and 6006(d) are waived, for good cause shown, and the Order will be immediately enforceable and the closing may occur immediately following the entry of the Order. Adam Tracy LaFavre sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 21-05455) on Oct. 25, 2021. He tapped Scott Stichter, Esq., as counsel. ADRIAN WYATT: Proposes Private Sale of Personal Property for $800K ------------------------------------------------------------------ Adrian Wyatt Adams Drug, Inc., asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to approve the private sale of personal property to Walton P. O'Neal III and Dylan Hubers for $800,000, subject to adjustments. The Debtor is engaged in the business of operating two small-town pharmacies located in Wendell, North Carolina. Adrian Wyatt Adams, who owns a 50% interest in the Debtor, also filed a petition for relief under Chapter 11 Subchapter V on Aug. 18, 2022 (22-01837- 5-DMW ("AWA Individual Bankruptcy Case")). Mr. Adams' non-filing spouse Lou Anne Adams owns the remaining 50% of the Debtor. The Debtor's primary source of income is from the sale of pharmaceutical prescription drugs by licensed pharmacists and pharmacy technicians at each of the two Pharmacies. The Debtor also sells other non-prescription, over-the-counter medications and other drug store goods at each of the Pharmacies. Post-petition, the Debtor filed an application to employ Great Neck Realty Co. ("GNRC") and its principal broker, Robert Tramantano, as the Debtor's business broker in connection with the sale of sale of AWA's Corner Drug Stores of Zebulon located at 303 N. Arendell Avenue, Zebulon, NC, otherwise known as the Zebulon Pharmacy, and Corner Drug Stores of Wendell located at 3430 Wendell Boulevard, Wendell, NC, otherwise known as the Wendell Pharmacy, as well as all tangible and intangible assets ("Businesses"). The Businesses are being marketed together. On Nov. 16, 2022, the Debtor filed its Plan of Reorganization. In accordance with the Plan, the Debtor intends to satisfy certain creditor claims from the liquidation of its Businesses. To date, approximately 50 prospective buyers expressed interest in the Businesses. Subsequent to several rounds of negotiations, the Debtor entered into an Asset Purchase Agreement, subject to Court approval, with the Purchasers to purchase certain personal property used to operate the Businesses, including: a) Furniture, fixtures, and equipment; b) Inventory; c) Customer lists, marketing lists, and marketing materials; d) Intellectual property, including, without limitation, the right to use the names "Corner Drug Stores," "Zebulon Drug," and "Wendell Drug;" e) Patient records and files; f) Leasehold improvements; and g) Goodwill. The salient terms of the Purchase Agreement are: a. The Purchaser would purchase substantially all of the assets of the Debtor used in connection with the Debtor's operation of the Businesses, as well as enter into lease agreements in connection with the real property. b. The Purchase Agreement is $800,000, as adjusted with respect to Inventory Purchase Price Adjustment. c. Upon full execution of a formal Asset Purchase Agreement Purchaser will present an Earnest Money Deposit in the amount of $80,000. d. The purchase price would be adjusted upward or downward based on how the Debtor's closing inventory level (valued at the Debtor's cost) compares to the inventory target amount of $200,000 in the aggregate for both Businesses. e. The Purchasers will have completed its due diligence in advance of full execution of the Asset Purchase Agreement. f. The Closing will occur no later than 10 days following entry of a Bankruptcy Court Order Approving Sale. g. The sale is free and clear of liens, claims and encumbrances and conveyance of good and insurable title. h. The break-up fee is 3% of offer of Purchase Price. i. Mr. and Mrs. Adams will enter into lease agreement with the Purchasers to lease the Zebulon Pharmacy. The Debtor will assume and assign the lease of the Wendell Pharmacy only if the Purchasers is successful Bidder, such will be subject to Bankruptcy Court approval. Each party is responsible for its own attorneys' fees and other professionals' fees incurred in connection with the Purchase Agreement, the case, and the transactions or other matters related thereto as contemplated by the parties to the Purchase Agreement. The Debtor requests that the sale of the Businesses' Assets be made free and clear of any and all liens, encumbrances, claims, rights and other interests, including but not limited to the following: a. Any and all personal property taxes due and owing to any City, County, or municipal corporation, specifically including Wake County Tax Department; b. Live Oak Bank; c. NC Mutual Wholesale Drug; and d. Any and all remaining interests, liens, encumbrances, rights and claims asserted against the Businesses' Assets, which relate to or arise as a result of a sale of the Businesses' Assets, or which may be asserted against the purchaser of the Businesses' Assets. The Debtor asks approval of a procedure for the orderly sale of the Businesses' Assets to further maximize the recovery for the Estate according to the following Bidding Procedures: a. The Purchasers will serve as the Stalking Horse bidder for the Business Assets; b. The auction will be a one-day auction; c. Bids will be made in increments of $25,000 over prior offer/bid with an initial minimum overbid requirement of $825,000; and d. If the Purchasers are not the successful winning bidder for the Business Assets, the Purchasers would receive a break-up fee equal to 3% of the Purchase Price Offer of $800,000 from gross proceeds from sale upon closing of a transaction with a buyer at higher and/or better terms. Upon completion of the sale of the Businesses' Assets, the Debtor's counsel will file a subsequent Motion for authority to disburse the closing proceeds, except for the items specifically authorized therein. Lastly, based upon the amount of the ultimate Purchase Price set forth in the Purchase Agreement, the Debtor asks authorization to pay the commission of GNRC pursuant to the Order Authorizing Employment from the sales proceeds at closing without separate application to the Court. A copy of the Purchase Agreement is available at https://tinyurl.com/8d9kaz4y from PacerMonitor.com free of charge. About Adrian Wyatt Adams Drub Adrian Wyatt Adams Drug, Inc. operates two independently-owned drug stores in Wake County, N.C. Adrian Wyatt Adams Drug sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-01834) on Aug. 18, 2022, with $392,125 in assets and $1,919,109 in liabilities. Adrian Wyatt Adams, president, signed the petition. Judge David M. Warren oversees the case. George Mason Oliver, Esq., at the Law Offices of Oliver and Cheek, PLLC is the Debtor's counsel. AFTERSHOCK COMICS: CBS AMC Networks UK Appointed to Committee ------------------------------------------------------------- The U.S. Trustee for Region 16 appointed CBS AMC Networks UK Channels Partnership as new member of the official committee of unsecured creditors in the Chapter 11 case of Rive Gauche Television, an affiliate of AfterShock Comics, LLC. Meanwhile, CBS AMC Networks EMEA Channels Partnership has been removed from the committee. As of April 4, the committee members 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 UK 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. AFTERSHOCK COMICS: Seeks to Extend Plan Exclusivity to July 17 -------------------------------------------------------------- AfterShock Comics, LLC and Rive Gauche Television ask the U.S. Bankruptcy Court for the Central District of California to extend their exclusive periods to file their plan of reorganization and obtain acceptances thereof to July 17, 2023 and September 15, 2023, respectively. The Debtors explained that they require additional time to continue to seek, and consummate a transaction that would allow them to pay off the Lender and obtain funds to propose a feasible Plan. The Debtors further explained that although they have begun discussing and analyzing the possible terms of a Plan which provides for the restructuring of their debts, they are not yet prepared to formulate and finalize the terms of a Plan because, among other things, the Claims Bar Date established in their cases has yet to pass. The Debtors contended that only after the Claims Bar Date has passed can they begin to formulate Plan terms which are feasible and fully address the universe of claims asserted against them in their cases. If not extended, the Debtors' exclusive periods to file a Plan and obtain acceptances thereof will expire on April 18, 2023 and June 17, 2023, respectively. AfterShock Comics, LLC and Rive Gauche Television are represented by: David L. Neale, Esq. Jeffrey S. Kwong, Esq. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. 2818 La Cienega Avenue Los Angeles, CA 90034 Tel: (310) 229-1234 Email: dln@lnbyg.com jsk@lnbyg.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. Sklar Kirsh, LLP represents both committees. ALAN R. LAYTON: Proposes Consignment Sale of Stereo Equipment ------------------------------------------------------------- Alan R. Layton, DDS, asks the U.S. Bankruptcy Court for the District of Western District of Texas to approve the sale of vintage stereo equipment through a consignment sale by Just Audio. The Debtor is a dentist licensed in the State of Texas and operates a cosmetic dentistry practice under the d/b/a San Antonio Center For Cosmetic Dentistry. The practice has been in operation for over 20 years. The assets proposed to be sold are personal property (Vintage stereo equipment) owned by Alan R. Layton and are described on Exhibit A, which includes an estimate of the market value of these items. On Dec. 12, 2022, the Debtor filed its Motion For Authorization to Sell Personal Property Free and Clear of All Liens, Claims and Encumbrances at Minimum Prices. No Objections were filed and on Jan. 6, 2023, the order approving the motion was entered. Despite the Debtor's best efforts, he has been unable to sell any stereo equipment to date, nor does it appear practical for the Debtor to sell the stereo equipment unit by unit. He located a company named Just Audio, an on-line retailer of vintage stereo equipment located in Middle River, Maryland, with a large customer base. The owner of Just Audio (Lenny Florentine) came to San Antonio and met with the Debtor and inspected the stereo equipment and has made an offer to sell the stereo equipment on a consignment basis. Just Audio has offered to do a 50-50 split with the Debtor on the sale of the stereo equipment. It has estimated that the Debtor will net approximately $100,000 from the sale, an amount which is signiﬁcantly more than he estimated he would be able to generate. Just Audio will come to San Antonio, package the stereo equipment and move it to its location in Middle River, Maryland, make any necessary repairs/adjustments to the stereo equipment and sell the stereo equipment through its website/retail location. Additionally, it will advance the Debtor $10,000 towards his share of the sales is no way of knowing how long it will take to sell the stereo equipment, the Debtor believes that Just Audio will be able to sell it quicker than the Debtor would be able to sell it. The Debtor believes that the proposed sale of the items of personal property through a consignment sale by Just Audio will generate the best possible value based upon the assets proposed to be sold and their marketability. The proceeds may be used by the Debtor in his business operations to the extent necessary. All additional proceeds will be deposited in the DIP bank account for future use by the Debtor towards the funding of his Chapter 11 Plan of Reorganization. The Debtor is requesting that the sale will be free and clear of all liens, claims and encumbrances. A copy of the Exhibit A is available at https://tinyurl.com/2bzw6wjj from PacerMonitor.com free of charge. About Alan R. Layton DDS Alan R. Layton, DDS filed a Chapter 11 bankruptcy petition (Bankr. W.D. Texas Case No. 22-51325) on Nov. 28, 2022, with as much as $1 million in both assets and liabilities. Langley & Banack, Inc. and T.R. Flournoy & Co., LLC serve as the Debtor's legal counsel and accountant, respectively. ALCARAZ CATERING: Amends Plan to Include Alicia Jimenez Claim ------------------------------------------------------------- Alcaraz Catering, Inc., submitted a Third Amended Plan of Reorganization for Small Business dated April 4, 2023. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $5,850.34. The final Plan payment is expected to be paid on 60 months after the effective date. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 2 consists of Secured Claims: * 2a. SBA: Debtor and SBA have entered into a Note Modification Agreement, which modifies, among other things, the repayment terms of the SBA Note evidencing the SBA loan to the Debtor, all of which loan documents are attached to the SBA Proof of Claim No.1-1, filed on August 25, 2022, and collectively referred to as the "SBA Loan." * 2b. Prime Alliance Bank: The Reorganized Debtor shall pay Prime a lump sum of (i) $135,000.00 within 120 days of December 1, 2022 (March 31, 2023) [1] and (ii) $200,000.00 within 42 months of December 1, 2022 (June 1, 2026) (together, the "Lump Sum Payments"). Upon the Reorganized Debtor's (i) timely delivery of the Lump Sum Payment; (ii) timely delivery of all monthly payments of principal and interest due under the Loan at the variable contract rate as such payments come due on the 1st of each month [2] during the term of this Plan, and in the amount of $16,774.37 as of January 1, 2023; and (iii) timely performance of all other obligations due and owing to Prime under the Loan Documents, including all timely financial reporting required thereby, Prime's Claim shall be reduced to the principal amount of $1,571,985.23, minus monthly payments applied as set forth in the Loan Documents [3], plus interest accruing at the variable contract rate of interest. * 2c. Alicia Jimenez: The Class 2c claim will be paid with 5% simple interest over the 60-month Plan period. The monthly payment will be $2,766.04. The claim may be pre-paid at any time. * The class 2d claim of the County of Ventura will be paid over 60 payments with statutory interest of 18%. The Debtor can prepay this claim at any time. The Debtor estimates the Class 2d claim will be at $210,000 as of confirmation hearing. Class 3 consists of Non-priority unsecured creditors. Unsecured creditors that presented a timely claims or were listed in the schedules as undisputed and non-contingent will be paid over the Plan period of 60-months in equal installments commencing on the effective date. All payments shall be initiated on the effective date of the Plan. The general unsecured creditors will receive interest at the federal judgment rate in effect as of the date the Plan is confirmed. This Class is impaired. The Claims register listed eight claims in this matter. Claim 8 of the IRS has been amended to zero. Four are unsecured claims and they total $21,033.12. There are two additional creditors totaling $110,000.00, listed in the schedules as undisputed and non-contingent. The unsecured class totals $131,033.12, and there are three secured claims: Prime Alliance Bank, Alicia Jimenez and SBA. SBA is modifying its claim to reflect no arrears in this matter. Prime has agreed to two lump-sum payments over the next 42 months so its arrearage will be reduced to zero. Debtor's objection to claim will be dismissed upon the Court's confirmation of settlement and Plan. Debtor proposes to pay the claimed amounts equally over 60 months. The class 2c creditor will receive $2,766.04. The payment to unsecured creditors will be approximately $2,472.76 per month starting on day of confirmation, assuming interest at 5%. The Class 2d creditor will receive monthly payments of approximately $5332.62. Debtor has sufficient revenue to pay the amount of the Plan. Payments to unsecured creditors shall be made directly by the Debtor. The Order of confirmation shall authorize the Debtor to make such payments as required by section 1194(b). Debtor proposes debtor attorney fees to be paid over the next 24 months. The Debtor attorney fees are estimated at $70,000. The payment of attorney fees over 24 months is $2,437.50 per month. The Sub Chapter V fee administration costs are estimated at $20,000, and shall be scheduled for payment on the effective date. No amount will be paid until court approval of professional fees and costs as required by the Bankruptcy Code. Any amount owing will be paid on the later of the Effective Date or the date of allowance of the claim, unless the Administrative claimants consents to the payment over time. The Plan will be funded by the on-going revenues from operation of the business. A business that serves the underserved communities in the county. Over 129 families rely upon Alcaraz Catering operating to make their own living. They have been loyal to Debtor and Debtor has been loyal to them. The rents received from the food trucks provides enough revenue to support the Plan payments. If the catering or government contracts to serve food are secured in the future, addition revenues will be generated to accelerate the repayment of the arrears in this matter. A full-text copy of the Third Amended Plan dated April 4, 2023 is available at https://bit.ly/3UrSgb2 from PacerMonitor.com at no charge. Attorney for the Debtor: Kenneth H.J. Henjum, Esq. Kenneth H.J. Henjum Law Office 1190 S Victoria Ave, Ste 106 Ventura, CA 93003 Phone: 805-654-7032 Fax: 805-658-7629 Email: kh@Henjumlaw.com About Alcaraz Catering Alcaraz Catering Inc., a catering company in Oxnard, Calif., filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-10622) on August 13, 2022. In the petition filed by Antonio Alcaraz, as president, the Debtor reported assets and liabilities between $1 million and $10 million each. Susan K Seflin has been appointed as Subchapter V trustee. Kenneth H J Henjum, of the Law Offices of Kenneth H J Henjum, is the Debtor's counsel. ALPHARETTA LIFEHOPE: $15M PBA Deal to Fund Plan Payments -------------------------------------------------------- Alpharetta Lifehope Land SPE, LLC filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Disclosure Statement for Plan of Reorganization dated April 4, 2023. The Debtor is a Georgia-based company that owns 26.5 acres of vacant land located on Old Milton Parkway in Alpharetta, Georgia (the "Property"). Alpharetta Lifehope Land JV, LLC (the "Sole Member") is the Sole Member and Manager of the Debtor. Alpharetta Lifehope Land HPE, LLC is the Manager of the Sole Member (the "Sole Member's Manager"). Scott Honan is the Manager of the Sole Member's Manager. The Debtor purchased the Property in 2017 with the intention of building a medical office building. Later in 2019 the building rendering was completed for a 108 thousand square foot medical office building and 90% of the space was pre-leased. Unfortunately, the global Covid-19 pandemic struck just as the Debtor was to break ground on the building. Further complicating matters, in 2021 Mr. Honan was hospitalized for months with a severe case of Covid19. In 2022, the Debtor's secured lender with the first-position lien on the Property, Revere Tactical Opportunities REIT, LLC ("Revere"), granted the Debtor numerous forbearances and extensions while the Debtor sought new financing. In late 2022, the Debtor was set to close a refinance with a new lender, Bay Mountain Capital, but unfortunately the lender lost its source of financing for the deal and the loan did not close. Revere scheduled the Property for a December 6, 2022 foreclosure sale. In order to stop the sale and preserve the value of the Property, the Debtor was forced to file for chapter 11 protection. The Debtor believes there is significant equity in the Property. The Debtor's schedule A/B estimates that the value of the Property is $17,270,000.00. Revere is owed approximately $11,270,461.30. The second position secured lender, Serlyn Properties II, LLC ("Serlyn") is owed approximately $1,897,151.00. The Debtor has now secured a deal with Polyregen Biosciences Atlanta, LLC ("PBA") whereby PBA will purchase 6.55 acres of the Property for $6,000,000.00 and lease it back to the Debtor via a ground lease (the "PBA Sale"). Additionally, PBA will lend the Debtor $9,000,000.00 and take a first position security interest in the remaining 20 acres of the Property (the "PBA Loan"). Collectively, the PBA Loan and PBA Sale will be known as the "PBA Deal." The PBA Deal will pay off the current loans secured by the Property and will allow for the payment the Debtor's remaining creditors in full. The PBA Deal will raise $15,000,000.00, which will pay the Debtor's creditors in full. Creditors will receive the same as they would receive under a Chapter 7 liquidation and are to be paid in full either on tor before the Effective Date. In a Chapter 7, creditors would not be paid in as expeditious a manner. The Debtor believes that this satisfies the Best Interests Test. The Debtor has also secured a Loan Commitment Term Sheet with PBA whereby PBA will provide a loan in exchange for a first-position security interest in the remaining 20 acres of the Property (the "Loan Collateral"). The Debtor also anticipates the loan closing within 75 days of this disclosure statement. As the Loan Commitment Term Sheet indicates, the Property has been appraised three times in the past four years. The appraisals all show that the Loan Collateral is valued at $13,000,000.00, thereby meeting the 20% loan-to-value ratio that PBA requested. PBA plans to close the sale/leaseback and the loan at the same time, which will generate $15,000,000.00, which will pay off both of the secured lenders on the Property as well as any outstanding property taxes. Mr. Honan provided values for the Debtor's assets based on his experience in the industry as of the filing of the Plan and Disclosure Statement. The Property was appraised twice in 2022 and Mr. Honan relied on those appraisals in determining the value of the Property as of the Petition Date. Revere is the first-position secured lender on the Property and is owed approximately $11,270,461.30. The Debtor proposes to pay Revere's claim in full at the closing of the PBA Deal, including all interest, costs, fees and other amounts owing under the loan documents that accrue through the date of the closing. Revere shall retain its lien on the Property and the lien shall be valid and fully enforceable to the same validity, extent and priority as existed on the Petition Date until Revere's claim is paid in full. Serlyn is the second-position secured lender on the Property and is owed approximately $1,897,151.00. The Debtor proposes to pay Serlyn's claim in full at the closing of the PBA Deal, including all interest, costs, fees and other amounts owing under the loan documents that accrue through the date of the closing. Serlyn shall retain its lien on the Property and the lien shall be valid and fully enforceable to the same validity, extent and priority as existed on the Petition Date until Revere's claim is paid in full. The Debtor does not anticipate any general unsecured claims, and none have been filed thus far. To the extent any General Unsecured Claims exist, the Debtor proposes to pay General Unsecured Claims with post-petition interest in full on the Effective Date. The Reorganized Debtor shall not make any distributions or pay any dividends related to any Equity Interests unless and until all distributions related to all Allowed Claims in Classes 1-4 have been made in full as set forth in the Plan. The cash distributions contemplated by the Plan shall be funded by cash generated from PBA Deal. A full-text copy of the Disclosure Statement dated April 4, 2023 is available at https://bit.ly/3KGNpPO from PacerMonitor.com at no charge. Attorneys for the Debtor: William A. Rountree, Esq. Will B. Geer, Esq. Elizabeth A. Childers, GA, Esq. Rountree Leitman Klein & Geer, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Telephone: (404) 584-1238 Facsimile: (404) 704-0246 Email: wrountree@rlkglaw.com wgeer@rlkglaw.com echilders@rlkglaw.com About Alpharetta Lifehope Land SPE Alpharetta Lifehope Land SPE, LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Alpharetta Lifehope Land SPE filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-59887) on Dec. 5, 2022. The petition was signed by Scott Honan as manager. At the time of the filing, the Debtor listed up to $50,000 in assets and $10 million to $50 million in liabilities. Judge Paul W. Bonapfel oversees the case. Rountree Leitman Klein & Geer, LLC, represents the Debtor. AMERICAN SCREENING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: American Screening, LLC d/b/a American Screening Corporation d/b/a ASC 9742 Saint Vincent Ave., Suite 100 Shreveport, LA 71106 Business Description: The Debtor is a distributor of complete rapid drug & alcohol testing solutions. Chapter 11 Petition Date: April 7, 2023 Court: United States Bankruptcy Court Western District of Louisiana Case No.: 23-10350 Debtor's Counsel: Kell C. Mercer, Esq. KELL C. MERCER, P.C. 901 S Mopac Expy Bldg 1 Ste 300 Austin, TX 78746 Tel: (512) 627-3512 Email: kell.mercer@mercer-law-pc.com Total Assets: $9,100,921 Total Liabilities: $27,251,799 The petition was signed by Ronald Kilgarlin, Jr. as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NKHXZOI/American_Screening_LLC__lawbke-23-10350__0001.0.pdf?mcid=tGE4TAMA AMERICANAS SA: Reference Shareholders May Offer More Money ---------------------------------------------------------- Reuters reports that Brazilian retailer Americanas (AMER3.SA) said April 3, 2023, its reference shareholders have signaled with the possibility of injecting more money into the company as it looks for a deal to settle its debts. The company, which counts the billionaire trio that founded 3G Capital as reference shareholders, said in a securities filing it was holding periodic meetings with creditors, although no agreement had been reached yet. Americanas, which entered bankruptcy protection earlier this year after uncovering roughly $4 billion in "accounting inconsistencies", said the trio's most recent proposal to creditors totaled as much as 12 billion reais ($2.38 billion). The offer included two potential additional capital increases of up to 1 billion reais each, on top of a short-term injection of 10 billion reais in cash already proposed by reference shareholders Jorge Paulo Lemann, Marcel Herrmann Telles and Carlos Alberto Sicupira. "The two additional capital increases may be triggered if the company is, on future dates to be agreed, above certain maximum leverage limits or below a minimum liquidity level, both to be detailed in due course," Americanas said. "The company remains committed to negotiating these terms with its financial creditors," it added , noting the offer followed a "commitment" of the billionaire trio to capitalize the company. About Americanas SA Americanas was one of the largest diversified retail chains in Brazil, with a wide platform of physical stores, robust e-commerce, fintech, and has just entered into the niche food retail. It is listed on B3, being indirectly controlled by billionaire Jorge Paulo Lemann, Carlos Alberto Sicupira and Marcel Telles. The retailer nosedived in January 2023 after becoming mired in an accounting scandal. The firm filed for bankruptcy at a court in Rio de Janeiro on Jan. 19, 2023. Americanas sought protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10092) on Jan. 25, 2023. White & Case LLP, led by John K. Cunningham, is the U.S. counsel. ANASTASIA PARENT: $650M Bank Debt Trades at 20% Discount -------------------------------------------------------- Participations in a syndicated loan under which Anastasia Parent LLC is a borrower were trading in the secondary market around 79.8 cents-on-the-dollar during the week ended Friday, April 7, 2023, according to Bloomberg's Evaluated Pricing service data. The $650 million facility is a Term loan that is scheduled to mature on August 10, 2025. The amount is fully drawn and outstanding. Anastasia Parent, LLC is the parent company of Anastasia Beverly Hills, Inc., a prestige cosmetics brand that focuses on eyebrow shaping products. ASPEN SOBER: Seeks to Hire Breuer Law as Bankruptcy Counsel ----------------------------------------------------------- Aspen Sober Living, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Breuer Law, PLLC as its legal counsel. The firm will perform ordinary and necessary legal services and assist with the preparation of the reporting requirements. The hourly rate for the firm's attorneys is $450 while the hourly rate for paraprofessionals is $275. The firm received a $10,000 retainer. As disclosed in court filings, Breuer Law is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Stephen C. Breuer, Esq. Breuer Law, PLLC 6501 Congress Ave., Ste. 240 Boca Raton, FL 33487 Telephone: (954) 607-3244 Facsimile: (954) 607-3244 Email: Stephen@breuer.law Aspen Sober Living Aspen Sober Living, LLC, a company in West Palm Beach, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-12383) on March 28, 2023, with $33,443 in assets and $1,321,752 in liabilities. Tarek Kirk Kiem has been appointed as Subchapter V trustee. Judge Mindy A. Mora oversees the case. Stephen C. Breuer, Esq., at Breuer Law, PLLC represents the Debtor as counsel. ATHENAHEALTH GROUP: Fitch Alters Outlook on 'B' LongTerm IDR to Neg ------------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) of 'B' for athenahealth Group, Inc. and has revised the Rating Outlook to Negative from Stable. Fitch has also affirmed the senior secured first lien issue rating at 'B+'/'RR3' and the senior unsecured issue rating at 'CCC+'/'RR6'. The Negative Outlook reflects athenahealth's recent operational underperformance against expectations, driven by low healthcare utilization related to COVID-19, Medicare reimbursement rate reductions, and continued decreases in certain legacy software products. Known episodic attrition and overall lower patient utilization rates were also contributors. These have led to weakened credit protection metrics for the company. Fitch believes that the recent weaknesses in operating performance are short-term and the company would rebound stronger once the healthcare utilization rate stabilizes and planned cost synergies are achieved. KEY RATING DRIVERS Recent Performance: Pro forma revenue growth for the LTM ended Sept. 30, 2022 was 3.5%. Growth rates have been moderately below Fitch's expectations for high-single digits at the time of the agency's last-year estimates. Revenue is driven by growth in company's core athenaOne software and service offerings, and strong performance in payer and life sciences business. This is partially offset by decreased patient utilization of the healthcare system, lower COVID-19 related volumes, and declines in legacy software products, along with reduced Medicare reimbursement rates. From a profitability perspective, margins were affected by inflationary cost pressures, RCM backlog issues, and slower payer reimbursement response times, leading to Fitch calculated pro forma EBITDA margins of 37% for the first nine months of 2022. Fitch continues to forecast margin expansion to mid-40% range as the company gets back to previous utilization levels, clear RCM backlog issues, and executes on remaining cost saving initiatives. Leverage: In January 2022, Bain Capital and Hellman & Friedman completed the acquisition of athenahealth for $17 billion. The transaction increased total debt to $8.3 billion compared with $4.6 billion outstanding under prior ownership. At the time of the transaction, Fitch expected leverage to reduce to 7.4x by 2023, supported primarily by high single-digit revenue growth rates as solid cost reduction execution under prior ownership limited opportunities for further margin expansion. However, due to the margin pressures noted above, Fitch is currently forecasting 2023 leverage of 9.1x. Fitch believes liquidity remains sufficient and leverage is supported by the company's dependable growth prospects over the longer term, strong market position, low cyclicality, with leverage moderating toward 7.0x over the end of its rating horizon. Secular Tailwinds: Fitch expects athenahealth to sustain its reliable organic growth profile due to strong secular trends in U.S. health care spending. The Centers for Medicare and Medicaid Services (CMS) forecasts national health expenditure growth of 5.4% per annum through 2028, due to longstanding trends in medical procedure/drug cost and utilization growth. Growth prospects are further supported by strong retention rates resulting from high switching costs that include staff training, implementation costs, business interruption risks and reduced productivity when swapping vendors. Fitch believes that the secular tailwinds and high switching costs produce a dependable growth trajectory that benefits the credit profile. Cyclicality: Closely related to the underlying health care expenditure secular growth driver, Fitch expects athenahealth, which has experienced positive growth in every year since its 2007 IPO, other than during the extraordinary environment experienced in 2020, to continue to exhibit low cyclicality for the foreseeable future. The company's pricing model ensures strong correlation to overall U.S. health care spending, which is highly non-discretionary and has experienced uninterrupted growth since at least 2000, according to CMS. Fitch believes the current low level of growth is short-term, and athenahealth will demonstrate a stable credit profile with little sensitivity to macroeconomic cycles in future. Evolving Target Customer Market: athenahealth has typically targeted smaller, ambulatory practice sizes of less than 20 physicians with particular strength in the less than 10-physician segment. Smaller providers facing pressures from rising regulatory, operating and legal costs have increased consolidation activity in order to operate at the scale needed to remain profitable. According to the American Medical Association, the percentage of physicians working in practices with 10 or fewer physicians declined to 56.5% in 2018 from 61.4% in 2012, potentially shrinking the target market. However, despite this trend, Fitch believes athenahealth has ample runway for continued growth, given a target market of 760,000 ambulatory physicians, many of whom use manual processes, outdated legacy systems or under-scaled software vendors with limited capabilities. In addition, the consolidation trend is partially offset by an ongoing shift in the locus of care away from hospitals and towards ambulatory settings, which have demonstrated improved outcomes at lower cost, resulting in elevated growth for outpatient care spend relative to inpatient spend. DERIVATION SUMMARY Fitch evaluates athenahealth following the 2022 acquisition by Private Equity sponsors Bain Capital and Hellman & Friedman for $17 billion from prior owners, Veritas Capital and Evergreen Coast Capital. Fitch believes athenahealth is well positioned under new ownership to build on its history of strong growth and market share gains given leading product capabilities and competitive positioning. In addition, Fitch expects improvement in the credit profile in the future as athenahealth benefits from a clear, reliable growth path with a pricing and revenue model that creates close correlation to the underlying secular growth in U.S. health care expenditures. Fitch expects the correlation to persist, given strong client retention rates, high switching costs, robust sales efforts, and a history of share gains. As a result, Fitch expects athenahealth to exhibit minimal cyclicality and durable resistance to economic cycles. In its analysis relative to peers, Fitch compares athenahealth with Healthcare Information Technology (HCIT) peers in the 'B' rating category, including revenue cycle management (RCM) providers nThrive (B-/Stable) and Waystar (B/Stable) given similar product categories, ownership structures, elevated leverage metrics and capital structures. The transaction has led to a material increase in total debt from the $4.6 billion to $8.5 billion outstanding currently, and Fitch's estimate for FY22 pro forma leverage of 10.9x, near the upper 6.0x-11.5x range for Fitch-rated all covered health care IT issuers in the B rating category. Several factors benefit athenahealth: 1) rapid growth with a historical revenue CAGR of 12.5% and Fitch forecasting future high-single to low double-digit growth, compared with the mid-single digit growth rates for peers; 2) margins expected to expand to mid-40% range, in-line with peer set; 3) athenahealth is likely to sustain superior liquidity with access to a $1 billion revolver, adequate cash levels on the balance sheet and interest coverage ratio which is expected to reach above 2.0x by 2025, as compared with $150 million-$200 million RCFs, cash levels below $100 million and coverage ratios below 2.0x for the peers; 4) athenahealth is approximately four times the revenue scale, leaving it less vulnerable to potential deteriorations in capital markets or macro conditions; 5) athenahealth maintains a leading competitive position in the targeted small ambulatory practice niche while nThrive and Waystar face greater threats from competition as relatively small players that go to market with a broad-based approach rather than targeting a niche; 6) while athenahealth may pursue bolt-on M&A to enhance capabilities, the company's strategy is not dependent on acquisitions as compared with peers, which have relied on large-scale, debt-funded M&A in pursuit of their growth strategies. Across HCIT coverage, Fitch believes athenahealth's favorable long-term prospects, consistent execution, and strong positioning relative to competitors are indicative of a stronger credit profile than suggested by leverage alone. As such, Fitch believes athenahealth's distance to default is further than peers, warranting a notching of the rating to 'B'. No Country Ceiling or operating environment aspects had an impact on the rating. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer: - Revenue growth is expected to be relatively flat in 2022 due to lower healthcare utilization related to COVID-19, known episodic attrition and overall lower patient utilization rates, Medicare reimbursement rate reductions and continued decreases in legacy software products, followed by high single-digits growth thereafter due to supportive secular tailwinds, stabilizing healthcare utilization levels and market share gains; - EBITDA margins depressed in FY22, then expand to mid-40% over the rating horizon, reflecting cost reduction actions, and achievement of synergies from acquisition; - Capital intensity remaining at the historical level of 7%. KEY RECOVERY RATING ASSUMPTIONS - The recovery analysis assumes that athenahealth would be reorganized as a going-concern in bankruptcy rather than liquidated; - Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach - The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which it bases the enterprise valuation (EV). Fitch contemplates a scenario in which acquisition integration challenges and salesforce disruption impair growth, margin expansion and thus debt-servicing ability. In addition, Fitch assumes the DDTL would be drawn in a leverage neutral transaction that targets a bolt-on acquisition to support the product strategy, while adding incremental EBITDA as well. As a result, Fitch expects that athenahealth would likely be reorganized with reduced debt outstanding, a similar product strategy and higher than planned levels of operating expenses (sales & marketing and research & development costs) as the company reinvests to ensure customer retention and defend against competition. - Under this scenario, Fitch believes revenue growth would slow significantly to low- to mid-single digits per annum with reduced EBITDA margin potential such that the resulting going-concern EBITDA is approximately 11% lower than Fitch's 2023 EBITDA forecasts, pro forma for the DDTL issuance and assumed associated transaction. - An EV multiple of 7.0x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered a number of factors: Comparable Reorganizations: In the 13th edition of its "Bankruptcy Enterprise Values and Creditor Recoveries" case study, Fitch noted seven past reorganizations in the technology sector, where the median recovery multiple was 4.9x. Of these companies, only two were in the software subsector: Allen Systems Group, Inc. and Aspect Software Parent, Inc., which received recovery multiples of 8.4x and 5.5x, respectively. Fitch believes the Allen Systems Group, Inc. reorganization is highly supportive of the 7.0x multiple assumed for athenahealth given the mission critical nature of both companies' offerings. M&A Multiples: A study of M&A in the health care IT industry from 2015 to 2020 that included an examination of 42 transactions involving RCM providers established a median EV/EBITDA transaction multiple of 15x. The 2019 acquisition of athenahealth was completed at a transaction multiple in the low teens, not including synergies, while the newly announced acquisition would represent a multiple of 21x. More recent comparable M&A such as the buyouts of Waystar and eSolutions continue to support similarly rich transaction multiples. The recovery model implies a 'B+' and 'RR3' Recovery Rating for the company's first-lien senior secured facilities, reflecting Fitch's belief that lenders should expect to recover 51%-70% in a restructuring scenario. The recovery model also implies a 'CCC+' and 'RR6' Recovery Rating for the company's senior unsecured notes, reflecting Fitch's belief that lenders should expect to recover 0%-10% in a restructuring scenario. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - (Cash flow from operations - capex)/total debt sustained above 6.5%; - Reduction in debt leading to EBITDA leverage sustained below 5.5x; - Revenue growth consistently in excess of Fitch's forecasts; - Strengthened competitive positioning and increased scale. Factors that could, individually or collectively, lead to negative rating action/downgrade: - (Cash flow from operations - capex)/total debt sustained below 3%; - EBITDA leverage sustained above 7.5x; - EBITDA Interest coverage sustained below 1.5; - Revenue declines resulting from market share losses or deterioration in competitive position. LIQUIDITY AND DEBT STRUCTURE Fitch expects athenahealth to maintain abundant liquidity throughout the forecast horizon given a highly variable cost structure, and moderate liquidity requirements resulting from a short cash conversion cycle. Liquidity is comprised of the $1 billion undrawn RCF and $119 million readily available cash balance as of September 2022. Liquidity is further supported by Fitch's forecast for positive FCF generation in 2024 and 2025 with FCF margins as percent of revenue expected in mid to high single digit range. On December 30, 2022, athenahealth Group Inc. drew $250 million on its delayed draw term loan to be used to replenish cash that funded the Quatris transaction and for other strategic investment and corporate purposes. During March 2022, athenahealth entered into an interest rate cap agreement. The interest rate hedges cap the company's floating rate portion of interest at a fixed rate of 3.0%, reducing the interest-rate inflation impact on future interest expense. During December 2022, the Company additionally entered into a swap derivative agreement to a fixed interest rate of 3.4%, with effective date as March 2024. Both these agreements terminate on March 2026. ISSUER PROFILE athenahealth is a leading provider of cloud based electronic health care record (EHR), RCM software and technology enabled solutions to over 350,000 health care providers. 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 ----------- ------ -------- ----- athenahealth Group Inc. LT IDR B Affirmed B senior secured LT B+ Affirmed RR3 B+ senior unsecured LT CCC+ Affirmed RR6 CCC+ AVAYA INC: $743M Bank Debt Trades at 82% Discount ------------------------------------------------- Participations in a syndicated loan under which Avaya Inc is a borrower were trading in the secondary market around 18.4 cents-on-the-dollar during the week ended Friday, April 7, 2023, according to Bloomberg's Evaluated Pricing service data. The $743 million facility is a Term loan that is scheduled to mature on December 15, 2027. About $735.6 million of the loan is withdrawn and outstanding. Morristown, New Jersey-based Avaya offers digital communications products, solutions and services for businesses of all sizes. Avaya delivers its technology predominantly through software and services, both on-premise and through the cloud in a diverse range of industries, including financial services, manufacturing, retail, transportation, energy, media and communications, healthcare, education, and government. BERTUCCI'S RESTAURANTS: Asks to Extend Plan Exclusivity to April 10 ------------------------------------------------------------------- Bertucci's Restaurants, LLC asks the U.S. Bankruptcy Court for the Middle District of Florida to extend the time in which it has exclusivity to file its Plan to April 10, 2023, and if a plan is filed by this date, continued exclusivity until the first hearing on confirmation of the Plan. The Debtor stated that it is currently in settlement negotiations with the Committee of Unsecured Creditors and has recently reached an agreement, in principle, with the Committee as to agreed Plan terms. Unless extended, the Debtor's exclusivity period ends on April 4, 2023. Bertucci's Restaurants, LLC is represented by: R. Scott Shuker, Esq. SHUKER & DORRIS, P.A. 121 S. Orange Avenue, Suite 1120 Orlando, FL 32801 Tel: 407-337-2060 Email: rshuker@shukerdorris.com About Bertucci's Restaurants, LLC Bertucci's Restaurants, LLC is a Florida limited liability company that was formed in May 2018. The Company owns and operates approximately 47 Italian-themed restaurants under the name Bertucci's Brick Oven Pizza & Pasta. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04313) on December 5, 2022. In the petition signed by Jeffrey C. Sirolly, secretary, the Debtor disclosed up to $50,000 in assets and up to $100 million in liabilities. Judge Grace E. Robson oversees the case. R. Scott Schuker, Esq., at Shuker and Dorris, P.A., is the Debtor's legal counsel. BMG EXTERIORS: Unsecureds Will Get 100% of Claims in Plan --------------------------------------------------------- BMG Exteriors LLC filed with the U.S. Bankruptcy Court for the Southern District of Indiana a Plan of Reorganization for Small Business dated April 4, 2023. The Debtor is a single member LLC. The only member of the LLC is Mario Martinez. The business started out in 2012 and is engaged in the business of residential restorations. The business faced a lawsuit in the state of Minnesota from Lincoln Hancock Restoration LLC. The lawsuit from Lincoln Hancock Restoration LLC has since been dismissed with prejudiced, subsequent to the filing of the Chapter 11 petition. The lawsuit is what prompted the filing of this Chapter 11 case. Since the lawsuit was dismissed with prejudice, that claim is not being paid. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $6,400 to $6,600 per month. The final Plan payment is expected to be paid in January of 2026. This Plan of Reorganization proposes to pay creditors of BMG Exteriors LLC from 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, or 100 percent. This Plan also provides for the payment of administrative and priority claims. Class 2 consists of the Secured claim of Citizens Bank and Joe's Auto Sales. Citizens Bank to be paid regular monthly payments according to the terms of the Agreed Entry filed. Joe's Auto Sales to be paid ongoing monthly payments. Class 3 consists of non-priority unsecured creditors. Treatment of $18,949.19 over term of plan. The Plan will be funded by the future income of the Debtor. The debtor has budgeted $2100 per month towards payment of legal fees of the debtor's attorney and the chapter 11 trustee. Thereafter, debtor will pay $2100 per month towards payment of the debt owed to its unsecured creditor. A full-text copy of the Plan of Reorganization dated April 4, 2023 is available at https://bit.ly/3KjKOKd from PacerMonitor.com at no charge. Attorney for Debtor: Preeti Gupta, Esq. 2680 East Main Street, Suite 322 Plainfield, IN 46168 Telephone: (317) 900-9737 Email: nita07@att.net About BMG Exteriors BMG Exteriors, LLC is an Indianapolis-based company, which operates in the residential building construction industry. It is the fee simple owner of a real property located at 1357 South Sheffield Ave., Indianapolis, valued at $72,600. BMG Exteriors filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-01522) on April 25, 2022, listing $100,600 in total assets and $1,092,603 in total liabilities. Deborah J. Caruso serves as Subchapter V trustee. Judge Robyn L. Moberly oversees the case. Preeti Gupta, Esq., serves as the Debtor's bankruptcy counsel. BOXED INC: Seeks Chapter 11 Bankruptcy to Sell Spresso Business --------------------------------------------------------------- Boxed, Inc., an e-commerce technology company that provides bulk pantry consumables to business and household customers, announced that it, and all of its subsidiaries, initiated voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code to execute a sale of its Spresso software business to its first lien secured lenders while continuing to streamline operations, including an efficient and orderly wind-down of its remaining retail business. Boxed has been working diligently to improve its financial structure, having entered into a Forbearance Agreement with its first lien secured lenders as a critical, interim solution to protect the business. However, in line with its efforts to counter the challenging business environment, the Company made the difficult yet necessary decision to wind down its retail e-commerce operations over the next several weeks. The Company's Board of Directors has unanimously determined that seeking Chapter 11 protection is the most appropriate path forward. "This was an incredibly difficult decision, and one that we reached only after carefully evaluating and exhausting all available options. Although this outcome is not what we worked so hard for, we are thankful to everyone, including our customers, who have supported us along the way. Looking to the future, we are incredibly excited to watch the Spresso business continue under new ownership," said Chieh Huang, Co-Founder and Chief Executive Officer of Boxed. "I am immensely grateful for each and every team member throughout the past decade who has contributed to the journey of Boxed. Through their hard work and dedication, they made a lasting impact on the e-commerce consumables industry." Boxed intends to fund and protect its near-term operations and cover administrative expenses through access to its cash collateral as the Company winds down during the Chapter 11 process and transitions its Spresso business to a new separate legal entity that will continue as a going concern. The Spresso business customers are not anticipated to see any disruption of service throughout the sale process. The Company has also filed certain customary motions with the Bankruptcy Court to facilitate a smooth transition of operations. These motions are expected to be approved within the first few days of the case following the filing. More information about Boxed's Chapter 11 case can be found at https://dm.epiq11.com/Boxed. About Boxed Inc. Boxed, Inc. (OTCMKTS: BOXDQ) -- http://www.boxed.com/-- is an e-commerce retailer and an e-commerce enabler. The Company operates an e-commerce retail service that provides bulk pantry consumables to businesses and household customers, without the requirement of a "big-box" store membership. This service is powered by the Company's own purpose-built storefront, marketplace, analytics, fulfillment, advertising, and robotics technologies. Boxed further enables e-commerce through its Software & Services business, which offers customers in need of an enterprise-level e-commerce platform access to its end-to-end technology. Boxed, Inc. and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10397) on April 2, 2023. In the petition signed by Chieh Huang, chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. As of December 31, 2022, the Debtors disclosed $102,562,996 in total assets and $190,370,234 in total liabilities. Judge Brendan Linehan Shannon presides over the cases. Freshfields Bruckhaus Deringer US LLP and Potter Anderson & Corroon LLP serve as the Debtors' counsel; Solomon Partners, L.P., is assisting in the sale process; FTI Consulting, Inc., serves as the Debtors' financial advisor; and Epiq Corporate Restructuring, LLC acts as claims and noticing agent. BOY SCOUTS: Bankruptcy Plan Headed to Federal Appeals Court ----------------------------------------------------------- Randall Chase of The Associated Press reports that atorneys for several insurance companies are appealing a federal judge's decision to uphold the confirmation of a $2.4 billion bankruptcy reorganization plan for the Boy Scouts of America. In an emergency motion filed Friday, March 31, 2023, attorneys for non-settling insurers asked U.S. District Court Judge Richard Andrews to halt the effect of a ruling he issued Tuesday, March 28, 2023, while they take their case to the Third U.S. Circuit Court of Appeals. The BSA's bankruptcy plan is aimed at allowing the Texas-based organization to continue operating while ensuring compensation for tens of thousands of men who say they were sexually abused as children while involved in Scouting. In his ruling, Judge Andrews rejected arguments that the bankruptcy plan wasn't proposed in good faith and improperly strips insurers and abuse survivors of their rights. The opposing insurers note that an automatic halt to litigation against the Boy Scouts as a debtor in bankruptcy expires after April 11, 2023. They fear the BSA could argue at that point that further appeals are moot, thus subjecting them to irreparable harm. They also note BSA lawyers on Thursday, March 30, 2023, refused to agree even to a period of advance notice before causing the bankruptcy plan to to take effect. Attorneys for the Boy Scouts, meanwhile, have asked the bankruptcy judge to approve almost $4 million in funding for "preparatory work" on the trust from which abuse survivors would be paid. The insurers argue the case presents "fundamental questions of bankruptcy law of vital importance that could have widespread impact in mass tort bankruptcies for years to come." "Even if this Court is satisfied that it has correctly determined the issues, a reasonable possibility exists that the Third Circuit -- which has repeatedly cautioned against the dangers posed by mass tort bankruptcies -- may disagree on one or more issues the certain insurers or other appellants will raise on appeal," attorneys wrote. Doug Kennedy, co-chair of the official committee representing abuse survivors, decried the latest appeal effort, saying it shows a "callous disregard" for survivors. "It's time for the objecting insurers to show that they actually care about the people they insure, and stand aside while this plan becomes effective," Kennedy said in a text. Under the plan, the BSA itself would contribute less than 10% of the proposed settlement fund. The local Boy Scout councils, which run daily operations for troops, offered to contribute at least $515 million in cash and property, conditioned on certain protections for local troop sponsoring organizations, including religious entities, civic associations and community groups. The bulk of the compensation would come from the Boy Scouts’ two largest insurers, Century Indemnity and The Hartford, which reached settlements calling for them to contribute $800 million and $787 million, respectively. That is a fraction of the billions of dollars in potential liability exposure the two insurers faced. Settling insurers, local Boy Scout councils and troop sponsoring organizations would receive broad liability releases as non-debtor "third parties" protecting them from future sex abuse lawsuits in exchange for contributing to the victims' compensation fund -- or even for not objecting to the plan. Meanwhile, other insurers -- many of which provided excess coverage above the liability limits of underlying primary policies -- have refused to settle. They argue the procedures for distributing funds from the victims' trust would violate their contractual rights to contest claims, set a dangerous precedent for mass tort litigation and result in grossly inflated payments. More than 80,000 men have filed claims saying they were abused as children by Boy Scout leaders and volunteers around the country. A plaintiffs' attorney has acknowledged that some 58,000 claims probably couldn't be pursued in civil lawsuits because of statutes of limitations. When it sought bankruptcy protection in February 2020, the Boy Scouts had been named in about 275 lawsuits and told insurers it was aware of another 1,400 claims. According to plan opponents, the huge number of claims filed in the bankruptcy were the result of a nationwide marketing effort by personal injury lawyers working with for-profit claims aggregators to drum up clients. Opponents argue that the BSA, desperate to escape bankruptcy, subsequently colluded with claimants' lawyers to inflate both the volume and value of claims in order to pressure insurers for large settlements, then transferred its insurance rights to the settlement trust. The trust would be overseen by a retired bankruptcy judge but would work closely with an advisory committee of claimants' lawyers. Some abuse survivors who oppose the plan argue it violates their due process rights because it releases their claims against non-debtor third parties without their consent. Such third-party releases, spawned by asbestos and product-liability cases, have been criticized as an unconstitutional form of "bankruptcy grifting," where non-debtor entities obtain benefits by joining with a debtor to resolve mass-tort litigation in bankruptcy. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC, as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BRAND MARINADE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Brand Marinade LLC 4800 N Federal Hwy, Suite B200 Boca Raton, FL 33431 Business Description: The Debtor provides printing and related support services. Its service, team, and facilities were built to help clients successfully navigate the world of apparel and merchandise. Chapter 11 Petition Date: April 7, 2023 Court: United States Bankruptcy Court Southern District of Florida Case No.: 23-12729 Judge: Hon. Mindy A. Mora Debtor's Counsel: Malinda Hayes, Esq. LAW OFFICES OF MALINDA L HAYES 378 Northlake Blvd Suite 218 North Palm Beach, FL 33408 Tel: (561) 537-3796 Email: malinda@mlhlawoffices.com Total Assets: $597,096 Total Liabilities: $1,591,752 The petition was signed by Jeremy Castro as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/O4M6RJQ/Brand_Marinade_LLC__flsbke-23-12729__0001.0.pdf?mcid=tGE4TAMA BRIDGE COMMUNICATIONS: Seeks to Hire Vivona Pandurangi as Counsel ----------------------------------------------------------------- Bridge Communications LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Vivona Pandurangi, PLC as its legal counsel. The firm's services include: a. preparing bankruptcy schedules and related forms; b. representing the Debtor at the initial interview, creditors' meeting and hearings before the bankruptcy court; c. advising the Debtor of its duties and responsibilities under the Bankruptcy Code; d. assisting in the preparation of monthly operating reports; e. analyzing the Debtor's financial matters; f. advising the Debtor in connection with executory contracts and drafting documents to reflect agreements with creditors; g. resolving motions for relief from stay and adequate protection; h. negotiating for obtaining financing and use of cash collateral, as necessary; i. determining whether reorganization, dismissal or conversion is in the best interests of the Debtor and its creditors; j. working with the creditors' committee and other counsel, if any; k. drafting any disclosure statement and plan of reorganization; and l. handling other matters that arise in the normal course of administration of the Debtor's bankruptcy estate. Vivona Pandurangi will charge $350 per hour for its services. The firm received a retainer in the amount of $10,000. As disclosed in court filings, Vivona Pandurangi is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ashvin Pandurangi, Esq Vivona Pandurangi, PLC 601 King Street, Suite 400 Alexandria, VA 22314 Tel: (703) 739-1353 Fax: (703) 337-0490 Email: jvivona@vpbklaw.com About Bridge Communications LLC Bridge Communications is a video production and communications company. Bridge Communications LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 23-10467) on March 23, 2023. The petition was signed by Edward Tropeano as owner. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Ashvin Pandurangi, Esq. at Vivona Pandurangi, PLC represents the Debtor as counsel. BRIDGER STEEL: Court OKs Cash Collateral Access ----------------------------------------------- The U.S. Bankruptcy Court for the District of Montana authorized Bridger Steel, Inc. to use cash collateral from the sales of equipment and payment of prepetition accounts and authorization for the sale of property. As previously reported by the Troubled Company Reporter, PSB Credit Services, LCF Group Inc., and Seamless Capital Group, LLC hold blanket liens on the Debtor's property. Midland Equipment Finance and Machinery Finance Resources each hold a purchase money lien secured by certain property. As a result, upon the sale of the RAS XXL Center Metal Folder, the proceeds will first satisfy Midland's lien on this equipment, with the remaining proceeds retained by the Debtor. Similarly, upon sale of the SWI Marxman Pro Slitting Line, the proceeds will first satisfy MFR's lien on this equipment, with the remaining proceeds retained by the Debtor. The Debtor is permitted to sell the property at the following purchase price: the RAS XXL for $320,000 or such other amount which will cover the lien of Midland; and the two-inch Industrial power seamer kit, Piccolo seamer 25/38, 2011 Piccolo seamer, ESE Power seamer, and two-inch ML power seamer each for $2,500. The Debtor will pay the purchase money liens on the equipment sold. In addition to the liens already paid, the Debtor will pay Midland $223,599 within seven days of the sale of the RAS XXL. The Midland lien will attach to the proceeds of the sale of the RAS XXL until Midland is paid as ordered. Pursuant to 11 U.S.C. section 363(f), the sales will otherwise be free and clear of liens of PSB, LCF, and Seamless Capital Group, LLC. A copy of the order is available at https://bit.ly/3GhB3ez from PacerMonitor.com. About Bridger Steel Bridger Steel Inc. -- https://www.bridgersteel.com/ -- is a manufacturer of metal panel systems for roofing, siding and wall, interior, and fencing applications. Bridger Steel Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mont. Case No. 23-20019) on February 25, 2023. In the petition filed by Dennis L. Johnson, as president, the Debtor reported assets between $1 million and $10 million, and liabilities between $10 million and $50 million. The Honorable Bankruptcy Judge Benjamin P. Hursh oversees the case. The Debtor is represented by James A. Patten, Esq., at Patten Peterman Bekkedahl & Green. BSPV-PLANO LLC: Seeks to Hire Ballard Spahr as Special Tax Counsel ------------------------------------------------------------------ BSPV-Plano, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Ballard Spahr, LLP as its special tax counsel. The firm's services include: (a) expert consulting services to assist the Debtor with assessments and analysis of any potential tax-related consequences of the proposed plan on the tax-exempt status of the tax-exempt bonds; and (b) potential expert witness testimony, to be provided solely at the request of the Debtor's counsel, should the Debtor's counsel determine in coordination with the Debtor that such services are required. The firm will be paid at these rates: Charles S. Henck, Senior Counsel $1,200 per hour Marybeth Orsini, Partner $855 per hour Andrew T. Wang, Associate $590 per hour Ballard Spahr received a $20,000 retainer. As disclosed in court filings, Ballard Spahr neither holds nor represents any interest adverse to the Debtor and its estate. The firm can be reached through: Charles S. Henck, Esq. Ballard Spahr, LLP 1909 K Street, NW, 12th Floor Washington, D.C. 20006-1157 Tel: 202-661-.2200 Fax: 202-661-2299 Email: henck@ballardspahr.com About BSPV-Plano LLC BSPV-Plano, LLC, a company in Plano, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 22-40276) on March 1, 2022, with $50 million to $100 million in both assets and liabilities. Richard Shaw, manager, signed the petition. At the time of the filing, BSPV-Plano was developing a 31.5-acre, "55+" Independent Senior Luxury Apartment Community with 318 units of apartment inventory that is known and branded as "The Bridgemoor at Plano," and located at 1109 Park Vista Road, Plano, Texas. Judge Brenda T. Rhoades oversees the case. The Debtor tapped Munsch Hardt Kopf and Harr, PC as bankruptcy counsel; Ballard Spahr, LLP as special tax counsel; Grant Thornton, LLP as financial advisor; and American Global of Texas, LLC as insurance consultant. BUSINESS CREDIT: Seeks to Hire RE/MAX Crossroads as Realtor ----------------------------------------------------------- Business Credit Solutions of Ohio, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ RE/MAX Crossroads Realty Inc., Brokerage. The Debtor requires a realtor to market and sell its property located at 943 Roseland Ave., Massillon, Ohio. RE/MAX Crossroads agreed to a fee of 6 percent on the first $100,000 of the sale proceeds and 4 percent on the remainder. As disclosed in court filings, RE/MAX Crossroads is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The realtor can be reached through: Loraine Nader RE/MAX Crossroads Realty Inc., Brokerage 943 Roseland Avenue, Massillon, OH 44647 Phone: 416-491-4002 Fax: 416-756-1267 About Business Credit Solutions of Ohio Business Credit Solutions of Ohio, LLC filed a petition for Chapter 11 protection (Bankr. N.D. Ohio Case No. 21-61251) on Sept. 26, 2021, with as much as $1 million in both assets and liabilities. Judge Russ Kendig oversees the case. Steven J. Heimberger, Esq., at Roderick Linton Belfance, LLP represents the Debtor as legal counsel. CAMP DAVID: Seeks to Hire Sheehan & Ramsey as Bankruptcy Counsel ---------------------------------------------------------------- Camp David, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Sheehan & Ramsey, PLLC as its legal counsel. The firm will render these services: (a) consult with the Subchapter V trustee and any appointed committee concerning the administration of the case; (b) investigate the acts, conduct, assets, liabilities, and financial condition of the Debtor and any other matter relevant to the case; (c) formulate a plan; and (d) prepare legal reports. The hourly rates of the firm's counsel and staff are as follows: Patrick A. Sheehan $350 Associate Attorneys $250 Paralegals $125 Patrick Sheehan, Esq., an attorney at Sheehan & Ramsey, 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: Patrick A. Sheehan, Esq. Sheehan & Ramsey, PLLC 492 Porter Avenue Ocean Springs, MS 39564 Telephone: (228) 875-0572 Facsimile: (228) 875-0895 Email: Pat@sheehanramsey.com About Camp David Camp David, LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-50402) on March 23, 2023. In the petition filed by Mark Parish, manager, the Debtor reported between $1 million and $10 million in both assets and liabilities. Patrick A. Sheehan, Esq., at Sheehan & Ramsey, PLLC serves as the Debtor's counsel. CASTLE BLACK: Court OKs Cash Collateral Access Thru May 3 --------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Tennessee, Western Division, authorized Castle Black, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through May 3, 2023. The Debtor's income is derived from general construction work as predominantly a general contractor. The Debtor has a few properties as investment properties and building residential homes for sale. The Debtor's primary lender is BC Factoring. The loan obligations are secured by accounts receivable and other assets by virtue of a UCC-1 filed of record on September 12, 2017. The Debtor owed BC Factoring in the approximate amount of $625,236. BC Factoring holds a security interest in all the Debtor's accounts, accounts receivable, rents and various invoices on construction projects. The Debtor asserts there may be secondary liens on the cash collateral but those liens are filed after BC Factoring's lien and will be subordinate. Other creditors are believed to be First Corporate Solutions, Mulligan, SBA, Unique Solutions and Capytal. The Debtor explains the use of cash collateral will ensure it is able to pay ongoing expenses that arise in the ordinary course of business and ensure the continuous operation of the business during the pendency of the chapter 11 case. As adequate protection to the Original Lender for (a) the imposition of the automatic stay, and (b) the Debtor's use of the Pre-Petition Lender Collateral, the Original Lender is granted, in equal priority and scope and to the same extent as existed under applicable law prior to the Petition Date, replacement liens upon all of the post-petition property of the Debtor that is similar to the Original Lender's pre-petition collateral, including, without limitation, all post-petition property of the types constituting the Original Lender's collateral and the proceeds and products thereof, to secure the amount of the Pre-Petition Lender Collateral actually used by the Debtor during the Interim Period. The post-petition security interests, liens, and other rights granted to the Original Lender are deemed to be effective, valid, perfected, and enforceable as of the Petition Date without the necessity of taking any other act or recording any security agreements, financing statements, or any other instruments or documents, and no further notice, filing, recordation, or order will be required to effect such validity, perfection, and enforceability. The Debtor believes the total value of the collateral pledged to BC Factoring is approximately $700,000 with equity cushion which protects the interest of BC Factoring as adequate protection. The Court approves as additional adequate protection a payment to BC Factoring in the amount of $6,200 per month, beginning on April 1, 2023, and continuing monthly until confirmation of a plan, sale of Property or further order of the Court. A final hearing on the matter is set for May 3 at 11 a.m. A copy of the order is available at https://bit.ly/3Kw2EKn from PacerMonitor.com. About Castle Black Castle Black Inc. owns in fee simple title seven properties located in Memphis, TN, valued at $1.48 million. Castle Black Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-21064) on March 2, 2023. In the petition filed by Jonathan Logan as president, the Debtor reported total assets of $2,150,234 and total liabilities of $5,314,032. The case is overseen by the Honorable Bankruptcy Judge M. Ruthie Hagan. James E. Bailey, III, has been appointed as Subchapter V trustee. The Debtor is represented by the Law Office of Toni Campbell Parker. CATALINA MARKETING: Seeks Expedited Hearing on Prepack Plan ----------------------------------------------------------- Pacificco Inc., et al., submitted a motion for an order scheduling a combined hearing to consider approval of Disclosure Statement, approval of solicitation procedures and forms of ballot, confirmation of Prepackaged Plan. To comply with the milestones contained in the RSA, the Debtors propose these dates for confirmation and solicitation of votes on the Plan: * The Plan Supplement Filing Deadline will be on April 10, 2023. * The voting Deadline will be on April 11, 2023, at 4:00 p.m. (Prevailing Eastern Time). * The objection Deadline will be on April 17, 2023, at 4:00 p.m. (Prevailing Eastern Time). * The reply Deadline will be on April 18, 2023, at 5:00 p.m. (Prevailing Eastern Time). * Combined Hearing to be requested at the First Day Hearing. * Section 341(a) Meeting / Schedules and Statements Deadline will be on June 12, 2023. Before the Petition Date, the Debtors, with the support of their Super Priority Lenders, Subordinated First-Out Lenders, and Subordinated Last-Out Lenders, commenced solicitation of votes on the Prepackaged Plan through the Disclosure Statement. The Debtors expect that the Prepackaged Plan will be accepted by all Classes entitled to vote in excess of the statutory thresholds specified in section 1126(c) of the Bankruptcy Code. Consistent with their obligations under the Restructuring Support Agreement, dated as of March 28, 2023 (the "RSA"), the Debtors are seeking to emerge from chapter 11 on an expedited timeframe. To that end, on February 26, 2023, Debtor Catalina-Pacific Media, LLC and Yosemite entered into a Stock Purchase Agreement to effectuate the sale of Japan business (the "Japan Sale Transaction"). In addition to agreeing to the terms of the Japan Sale Transaction, the Debtors also negotiated a comprehensive, consensual restructuring with (i) the lenders (the "Super Priority Lenders") parties to that certain Super Priority Senior Term Loan Credit Agreement, dated as of February 27, 2023 (the "Super Priority Credit Agreement"); (ii) (a) the holders of first-out tranche debt (the "Subordinated First-Out Lenders" and, the loan made by such lenders, the "Subordinated First-Out Loan") and (b) the holders of last-out tranche debt (the "Subordinated Last-Out Lenders" and, the loan made by such lenders, the "Subordinated Last-Out Loan"), both parties to that certain Senior Term Loan Credit Agreement, dated as of February 15, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Subordinated Credit Agreement"). On March 28, 2023, 100% of the Super Priority Lenders, more than 99% of the Subordinated FirstOut Lenders, and more than 99% of the Subordinated Last-Out Lenders (collectively, the "Consenting Creditors") entered into the RSA with the Debtors. Just prior to filing their chapter 11 petitions, the Debtors commenced a solicitation of votes from all Classes entitled to vote under the Prepackage Plan. The Debtors have established a 14-day solicitation period, which will end on April 11, 2023 (the "Solicitation Period"). Pursuant to the terms of the RSA, the Consenting Creditors agreed to vote in favor of, and otherwise support, the Prepackaged Plan, provided, that, certain conditions and milestones are satisfied. The Debtors will request that the Court, subject to its availability, schedule the Combined Hearing (as may be adjourned from time to time without further notice other than an announcement of the adjourned date or dates in open court or a notice filed with the Court) shortly after the Objection Deadline. The Debtors request that the Court set the Objection Deadline at 4:00 p.m. (Prevailing Eastern Time), on April 17, 2023 (eighteen (18) days from the mailing of the Combined Notice). The Debtors also request that the Court direct that any objections to the Disclosure Statement and/or the Prepackaged Plan must: (i) be in writing, (ii) be filed with the Clerk of Court together with proof of service thereof, (iii) set forth the name of the objecting party, and the nature and amount of any claim or interest asserted by the objecting party against the estates or property of the Debtors, and state the legal and factual basis for such objection, and (iv) conform to the applicable Bankruptcy Rules and the Local Rules. Additionally, the Debtors request that the Court set April 18, 2023 at 5:00 p.m. (Prevailing Eastern Time) as the deadline to file any briefs, declarations, and/or affidavits in support of approval of the Disclosure Statement and confirmation of the Prepackaged Plan and any replies to any objections to the Disclosure Statement and/or the Prepackaged Plan (the "Reply Deadline"). If the Combined Hearing is adjourned, the Debtors request that the Court set 12:00 p.m. (Prevailing Eastern Time) on the date that is 1 day prior to the date of the adjourned Combined Hearing as the Reply Deadline. A critical component of the Debtors' proposed restructuring is the Japan Sale Transaction, as the proceeds of the sale will be used to fund the Debtors' reorganized business. Delays beyond the proposed Combined Hearing date and Objection Deadline could create uncertainty for Yosemite as an international purchaser, and jeopardize the prospect of a comprehensive, consensual restructuring that will position the Debtors to survive current macroeconomic headwinds and accelerate strategic growth initiatives while continuing to provide customers with their uniquely efficient services. The Debtors believe that these circumstances are sufficient cause to warrant shortening notice, setting an expedited Combined Hearing date and Objection Deadline for the Prepackaged Plan: * First, the Prepackaged Plan is confirmable and supported by essentially all of the Holders of Claims entitled to vote thereon. Specifically, holders of more than 99% in amount of Class 4 (First-Out Debt Claims) and holders of more than 99% in amount of Class 5 (Last-Out Debt Claims), pursuant to the terms of the RSA, are committed to vote in favor of the Prepackaged Plan. Therefore, such voting parties will not be prejudiced by the expedited proposed Combined Hearing date and Objection Deadline. * Second, considering the overwhelming support in favor of the Prepackaged Plan, a Combined Hearing on shortened notice will reduce the time the Debtors remain in bankruptcy, thereby cutting the costs of administering and funding these chapter 11 cases. * Third, the accelerated Confirmation is critical to preserving the Debtors' key business relationships. * Fourth, the Debtors commenced solicitation on March 28, 2023 in accordance with sections 1125(g) and 1126(b) of the Bankruptcy Code—twenty (20) days prior to the Objection Deadline. The Solicitation Package was distributed to each holder of a Claim entitled to vote on the Prepackaged Plan, almost all of which had already executed the Restructuring Support Agreement and agreed to vote in favor of the Prepackaged Plan. * Fifth, because the Prepackaged Plan is supported by essentially every Holder of Claims entitled to vote on the Prepackaged Plan, few, if any, will be impacted by the shortened Objection Deadline and Combined Hearing date. As a result, no party should require additional time. * Sixth, because the legal, equitable, and contractual rights of the holders of Class 6 General Unsecured Claims are unaltered by the Prepackaged Plan, holders of such Claims will not be negatively impacted by the shortened notice period. Therefore, while the proposed Objection Deadline and Combined Hearing date are expeditious, they are reasonable given the circumstances. Proposed Attorneys for the Debtors: Gary T. Holtzer, Esq. Kevin Bostel, Esq. Rachael Foust, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 About Catalina Marketing Corp. Catalina Marketing Corporation provides an extensive network of in-store, point-of-sale data acquisition and promotional delivery systems, present in approximately 22,000 retail locations in the U.S. Catalina is currently party to agreements with approximately 59 retailer partners to utilize Catalina's networked servers and high-speed printers at multiple POS locations in each of the retailers' stores. Founded in 1983, the company was taken private by Hellman & Friedman LLC in 2007 and acquired by Berkshire Partners LLC in 2014. Catalina is currently owned by a group of former lenders who gained ownership after the company's last bankruptcy filing. Catalina and several affiliates previously sought Chapter 11 bankruptcy protection on Dec. 12, 2018 with a prepackaged plan that would reduce debt by $1.6 billion. The 2018 lead case was In re Checkout Holding Corp. (Bankr. D. Del. Case No. 18-12794). On Jan. 31, 2019, the Hon. Kevin Gross confirmed the company's Plan of Reorganization allowing Catalina to reduce debt by more than 80% from about $1.9 billion to about $280 million upon emergence. Catalina Marketing and 14 affiliated entities sought Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York on March 28, 2023. Affiliate PacificCo Inc. (Bankr. S.D.N.Y. Case No. 23-10470) is the lead case. The Debtors listed $100 million to $500 million in estimated assets and liabilities on a consolidated basis. The petitions were signed by Michael Huffmaster as chief financial officer. The Hon. Philip Bentley oversees the new cases. Garty T. Holtzer, Esq., Kevin Bostel, Esq., and Rachael Foust, Esq., at Weil, Gotshal & Manges LLP, serve as the Debtors' counsel. FTI Consulting, Inc., serves as the Debtors' financial advisor. Houlihan Lokey is the Debtors' investment banker. Kurtzman Carson Consultants LLC is the Debtors' claims, noticing and solicitation agent. CATALINA MARKETING: Unsecureds Unimpaired in Prepack Plan --------------------------------------------------------- Pacificco Inc., et al., a Joint Prepackaged Chapter 11 Plan and a Disclosure Statement. The Debtors intend to (i) effectuate the sale of 100% of the equity interest in Catalina Marketing Japan K.K ("Catalina Japan") (the "Catalina Japan Equity Interests") to Yosemite 2 K.K. ("Yosemite" or the "Buyer") and the sale of the Transferred Assets (as defined in the Purchase Agreement, or "SPA"), and all related transactions described in the Sale Transaction Documents, each in accordance with the terms of the Sale Transaction Documents (the "Sale Transaction" or "Japan Sale Transaction"), and (ii) reorganize the remainder of the Debtors' business through a comprehensive, consensual restructuring of their balance sheet. As a result of extensive negotiations, the Debtors, the lenders or investment advisors or managers for the account of lenders holding (a) loans and related obligations under that certain super senior term loan credit facility (the "Super Priority Senior Term Loan Indebtedness") pursuant to that certain Super Priority Senior Term Loan Credit Agreement (the "Super Priority Senior Term Loan Credit Agreement"), dated as of February 27, 2023 among the Super Priority Senior Term Loan Lenders (as defined in the Restructuring Support Agreement), (b) loans and related obligations under that certain first out facility (the "First Out Indebtedness"), and (c) loans and related obligations under that certain last out facility (the "Last Out Indebtedness", and together with the Super Priority Senior Term Loan Indebtedness and the First Out Indebtedness, the "Indebtedness"), in the case of (b) and (c) each pursuant to that certain Senior Term Loan Credit Agreement, dated as of February 15, 2019 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement" and, together with the Super Priority Senior Term Loan Credit Agreement, the "Credit Agreements"), among the lenders party thereto from time to time (the "First Out Lenders" or "Last Out Lenders", as applicable, and together with the Super Priority Senior Term Loan Lenders, the "Lenders", and the undersigned Lenders, together with their respective successors and permitted assigns and any subsequent Lender that becomes party hereto in accordance with the terms hereof, the "Consenting First Out Lenders", the "Consenting Last Out Lenders", or the "Consenting Super Priority Senior Term Loan Lenders", as applicable, and collectively, the "Consenting Creditors") and the other agents party thereto from time to time, entered into a restructuring support agreement (the "Restructuring Support Agreement"), a copy of which is attached hereto as Exhibit B. Pursuant to the Restructuring Support Agreement, the Consenting Creditors have agreed, subject to the terms and conditions thereof, to support the Sale Transaction and a restructuring of the Debtors' existing debt obligations in chapter 11 (the "Restructuring"). The Restructuring will meaningfully deleverage the Debtors' capital structure and provide the Debtors will sufficient liquidity to support and position their go-forward business for future growth. The Debtors' balance sheet liabilities will be reduced from approximately $370.4 million in secured debt to approximately $110.4 million in secured debt, which represents a reduction of debt on the Effective Date of over 70% relative to the Petition Date. The Plan contemplates the issuance of the New Term Loan Facility to holders of Allowed FirstOut Debt Claims and the distribution of New Common Stock to the holders of Allowed Last-Out Debt Claims, subject to dilution by the Management Incentive Plan) and no impairment to the Debtors' other creditors. Further below is a short summary of the treatment of various creditor groups under the Plan. Greater detail on such treatment is provided later on in this Disclosure Statement. The Consenting Creditors have played a critically important role in formulating the restructuring of the Company. Prior to the Petition Date, the Debtors approached a group of certain key lenders (the "Consenting Lenders") regarding a possible restructuring. The Debtors were successful in reaching an agreement with the Consenting Lenders on the terms of the Plan. The Plan is the product of good-faith arm's-length negotiations and is consistent with the objectives of chapter 11. The Debtors have worked closely and in coordination with their key stakeholders, including the Consenting Creditors. These parties actively participated in the development and negotiation of the Plan and support confirmation of the Plan. The Consenting Creditors are further supporting the Debtors by agreeing that the Plan will provide for the unimpairment or recovery in full for Allowed General Unsecured Claims. Among the milestones in the Restructuring Support Agreement are deadlines relating to, among others, (i) the Company's obligation to file for Chapter 11 protection under Chapter 11 of the United States Bankruptcy Code (the "Chapter 11 Filing"), (ii) the filing and confirmation of specific documents, including the Plan and this Disclosure Statement in connection with the Chapter 11 Filing, and (iii) the Plan Effective Date. Of key importance is that the Japan Sale Transaction must close by May 31, 2023 (the "Outside Date") pursuant to the Purchase Agreement, incorporated as Exhibit B to the Restructuring Support Agreement. Under the Plan, Class 6 General Unsecured Claims will recover 100% of their claims. The legal, equitable, and contractual rights of the holders of General Unsecured Claims are unaltered by the Plan. Except to the extent that a holder of a General Unsecured Claim agrees to different treatment, on and after the Effective Date, the Debtors shall continue to pay (if Allowed) or dispute each General Unsecured Claim in the ordinary course of business as if the Chapter 11 Cases had never been commenced. Class 6 is unimpaired. In connection to agreeing to the terms of a transaction with Yosemite, the Debtors also negotiated a Restructuring Support Agreement ("the RSA") with the Super Priority Senior Term Loan Lenders, First Out Lenders, and Last Out Lenders (collectively, the "Consenting Creditors") to reduce the amount of debt in its capital structure and ensure a more sustainable enterprise on a goforward basis. As negotiations with Yosemite and the Consenting Creditors continued, the Debtors entered into the Forbearance Agreement and Super Priority Term Loan to provide sufficient time and liquidity for an agreement to be consummated. The Debtors used the time afforded by the Forbearance Agreement to negotiate a comprehensive, consensual restructuring with the Consenting Creditors, which was ultimately supported by 100% of the Super Priority Term Loan Lenders, more than 99% of the First-Out Lenders, and more than 99% of the Last-Out Lenders. On March 28, 2023, Catalina and the Consenting Creditors entered into the RSA whereby the Consenting Parties have committed, subject to the terms and conditions of the RSA, to support the Debtors in their efforts to confirm the Prepackaged Plan. Pursuant to the Prepackaged Plan, as detailed therein, the Debtors also seek to effectuate the sale of Catalina Japan to Yosemite. The terms of the Restructuring are reflected in the Prepackaged Plan. Upon its full implementation, the Prepackaged Plan will effect a significant deleveraging of the Debtors' capital structure by wiping out approximately $260 million, or approximately 70%, in principal amount of prepetition funded debt. The reduced debt burden will provide the Debtors with sufficient liquidity not only to continue funding their operations, but also to make the necessary capital expenditures and investments to ensure that the Debtors will not only be competitive, but will remain an industry leader going forward. Under the terms of the Prepackaged Plan, in full and final satisfaction of their prepetition claims, the Super Priority Senior Term Loan Claims will be deemed allowed and paid in cash in full on the Effective Date, in the amount of $36 million, plus accrued and unpaid interest, fees, expenses, and other obligations, the Subordinated First-Out Lenders will receive their pro rata share of the exit financing facility under the New Term Loan Credit Agreement, which will have an aggregate principal amount of $110.4 million, plus accrued and unpaid interest, fees, expenses, and other obligations, and the Subordinated Last-Out Lenders will receive their pro rata share of 100% of the New Common Stock subject to dilution by a contemplated management incentive plan. The Prepackaged Plan additionally provides for the Japan Sale Transaction (as discussed herein), which shall be effectuated through implementation of the Prepackaged Plan and which proceeds shall be used to fund (i) distributions under the Prepackaged Plan and (ii) the Debtors' go-forward business. Allowed general unsecured claims will be paid in the ordinary course and will be otherwise unimpaired, subject to all of the Debtors' rights, defenses, or any other entitlements with respect thereto. The RSA, among other things, commits the Consenting Creditors to support the Plan and the Restructuring by: * Voting to accept the Plan; * Agreeing to provide the releases set forth in the Plan; * Supporting and taking all commercially reasonable steps to consummate the Plan and the Restructuring; * Refraining from taking any action that would delay or impede consummation of the Plan or the Restructuring; * Supporting the sale of Catalina Japan to Yosemite, which transaction will be effectuated through the Prepackaged Plan; * Agreeing to certain procedures governing the transfer of the indebtedness held by the Consenting Creditors; and * Agreeing to forbear the exercise of their rights or remedies under the prepetition loan documents. Of key importance, the RSA provides that the Consenting Creditors will support the Plan. The Plan provides for a comprehensive restructuring of the Debtors' prepetition obligations, preserves the going-concern value of the Debtors' businesses, maximizes creditor recoveries, provides for an equitable distribution to the Debtors' stakeholders, effectuates the transaction with Yosemite, and protects the jobs of employees. The Debtors expect that their current cash on hand, combined with revenue generated from ongoing operations, will provide sufficient liquidity to support Catalina's business during these chapter 11 cases. As set forth in the Motion of Debtors for Entry of Interim and Final Orders (I) Authorizing (A) The Use of Cash Collateral, (B) Granting Adequate Protection to the Prepetition Secured Parties, (C) Modifying the Automatic Stay, and (D) Scheduling a Final Hearing, and (II) Granting Related Relief, filed contemporaneously herewith, the Debtors have reached a consensual arrangement for the use of the Cash Collateral (as such term is defined in section 363 of the Bankruptcy Code) throughout the pendency of these chapter 11 cases. Plan Implementation: (a) The Debtors have conducted a prepetition marketing and sale process. Pursuant to this sale and marketing process, the Debtors have agreed to the Sale Transaction with the Buyer and executed the Purchase Agreement. (b) The Sale Transaction shall be consummated with the Buyer on the Effective Date in accordance with the Sale Transaction Documents. If the Purchase Agreement is terminated in accordance with its terms, the Debtors shall file a notice with the Bankruptcy Court. For the avoidance of doubt, the Purchase Agreement shall continue in full force and effect after the Effective Date in accordance with its terms. (c) The Sale Transaction Documents are attached as exhibits to the Disclosure Statement. To the extent there are material amendments to those documents prior to the Confirmation Hearing, the Debtors will file the amended documents prior to the Confirmation Hearing. Prior to or after the Confirmation Date, the Debtor is authorized to enter into non-material amendments to the Sale Transaction Documents, or any other documents in furtherance of the transactions contemplated thereby without the need for further notice or Court approval but subject to reasonable prior notice to Mudrick. (d) On the Effective Date, the Sale Transaction shall be implemented in the following sequence: (i) first, pursuant to sections 1123, 1141(b), and 1141(c) of the Bankruptcy Code, the Catalina Japan Equity Interests shall vest free and clear of all Liens, Claims, charges, interests, or other encumbrances in the Buyer in accordance with the Sale Transaction Documents; (ii) second, the Buyer shall remit the Sale Transaction Proceeds to an account or accounts designated by the Debtors; and (iii) Sale Transaction Proceeds shall be used to fund Plan Distributions in accordance with the Plan and the Restructuring Support Agreement. Plan Distributions of Cash shall be funded from the Debtors' Cash on hand as of the applicable date of such Plan Distribution and from the Sale Transaction Proceeds, as applicable. Proposed Attorneys for the Debtors: Gary T. Holtzer, Esq. Kevin Bostel, Esq. Rachael Foust, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 A copy of the Disclosure Statement dated March 29, 2023, is available at https://bit.ly/40Tk5eh from PacerMonitor.com. About Catalina Marketing Corp. Catalina Marketing Corporation provides an extensive network of in-store, point-of-sale data acquisition and promotional delivery systems, present in approximately 22,000 retail locations in the U.S. Catalina is currently party to agreements with approximately 59 retailer partners to utilize Catalina's networked servers and high-speed printers at multiple POS locations in each of the retailers' stores. Founded in 1983, the company was taken private by Hellman & Friedman LLC in 2007 and acquired by Berkshire Partners LLC in 2014. Catalina is currently owned by a group of former lenders who gained ownership after the company's last bankruptcy filing. Catalina and several affiliates previously sought Chapter 11 bankruptcy protection on Dec. 12, 2018 with a prepackaged plan that would reduce debt by $1.6 billion. The 2018 lead case was In re Checkout Holding Corp. (Bankr. D. Del. Case No. 18-12794). On Jan. 31, 2019, the Hon. Kevin Gross confirmed the company's Plan of Reorganization allowing Catalina to reduce debt by more than 80% from about $1.9 billion to about $280 million upon emergence. Catalina Marketing and 14 affiliated entities sought Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York on March 28, 2023. Affiliate PacificCo Inc. (Bankr. S.D.N.Y. Case No. 23-10470) is the lead case. The Debtors listed $100 million to $500 million in estimated assets and liabilities on a consolidated basis. The petitions were signed by Michael Huffmaster as chief financial officer. The Hon. Philip Bentley oversees the new cases. Garty T. Holtzer, Esq., Kevin Bostel, Esq., and Rachael Foust, Esq., at Weil, Gotshal & Manges LLP, serve as the Debtors' counsel. FTI Consulting, Inc., serves as the Debtors' financial advisor. Houlihan Lokey is the Debtors' investment banker. Kurtzman Carson Consultants LLC is the Debtors' claims, noticing and solicitation agent. CHECKOUT HOLDING: $150M Bank Debt Trades at 94% Discount -------------------------------------------------------- Participations in a syndicated loan under which Checkout Holding Corp is a borrower were trading in the secondary market around 6 cents-on-the-dollar during the week ended Friday, April 7, 2023, according to Bloomberg's Evaluated Pricing service data. The $150 million facility is a Payment In Kind Term loan that is scheduled to mature on August 15, 2023. The amount is fully drawn and outstanding. Checkout Holding Corp. operates as a holding company. The Company, through its subsidiaries, provides market consulting services. CINEWORLD GROUP: Aims to Raise $2.26-Bil. to Emerge from Bankruptcy ------------------------------------------------------------------- Reuters reports that Cineworld Group Plc (CINE.L) is planning to raise $2.26 billion, according to a court filing on Sunday, April 2, 2023, as the theater chain aims to emerge from Chapter 11 bankruptcy in the first half of 2023. The fundraising will consist of a first lien senior secured debt credit facility of $1.46 billion and issuance of new common stock for an aggregate purchase price of $800 million, according the filing with the U.S. bankruptcy court in the Southern District of Texas. Cineworld filed for U.S. bankruptcy protection in September to try to restructure its debt after being hit by the pandemic and a lack of blockbuster movies. It has been struggling to find buyers. The proceeds of the capital raising will be used to meet costs and expenses relating to the restructuring, and also to pay fees, other expenses and provide working capital to reorganized debtors, according to the filing. About Cineworld Group London-based Cineworld Group PLC was founded in 1995 and is the world's second-largest cinema chain. Cineworld operates 751 sites with 9,000 screens in 10 countries, including the Cineworld and Picturehouse screens in the UK and Ireland, Yes Planet in Israel, and Regal Cinemas in the United States. According to The Guardian, the Griedinger family, including Mooky's brother and deputy chief executive, Israel, have struggled to maintain control of the ailing business but have been forced to reduce their stake from 28% in recent years. Cineworld's top five investors include the Chinese Jangho Group at 13.8%, Polaris Capital Management (7.82%), Aberdeen Standard Investments (4.98%) and Aviva Investors (4.88%). The London-listed Cineworld, which has run up debt of more than $4.8 billion after losses soared during the pandemic, is pinning its hopes on a meatier slate of movies in 2022 to bounce back from a two-year lull. Cineworld Group plc and 104 affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 22-90168) on Sept. 7, 2022, estimating more than $1 billion in assets and debt. Judge Marvin Isgur oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as bankruptcy counsels; PJT Partners, LP as investment banker; AlixPartners, LLP as restructuring advisor; and Ernst & Young, LLP as tax services provider. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Sept. 23, 2022. The committee tapped Weil, Gotshal & Manges, LLP and Pachulski Stang Ziehl & Jones, LLP as legal counsels; FTI Consulting, Inc., as financial advisor; and Perella Weinberg Partners, LP as investment banker. CLOVIS ONCOLOGY: Stockholders Goup Joins UST Objection ------------------------------------------------------ The Ad Hoc Committee of Stockholders of Clovis Oncology, Inc., filed a joinder to the United States Trustee's Objection to Clovis Oncology, Inc., et al.'s Motion for Entry of an Order approving the Disclosure Statement on an Interim Basis for Solicitation Purposes Only and granting related relief. As well established in the UST Objection, the Ad Hoc Stockholders Committee agrees that the Debtors proposed opt-out procedure is "egregious" because it would force public shareholders like the members of the Ad Hoc Stockholders Committee to have "to file an objection to Plan confirmation to avoid having their direct claims against non-debtors extinguished." This proposed opt-out procedure is not supported by any case law and needlessly subverts the basic rights and interests of public shareholders. In addition, despite the fundamental protections mandated by Section 1125 of the Bankruptcy Code, the Disclosure Statement lacks sufficient detail with regard to the Debtors' contemplated sale of Rubraca and other pipeline drugs. Coupled with the presence of many other placeholders in lieu of key information, the Disclosure Statement is simply incomplete and fails in its current state to satisfy the applicable Code standard for containing adequate information. Counsel to the Ad Hoc Committee of Stockholders: Robert A. Weber, Esq. CHIPMAN BROWN CICERO & COLE, LLP Hercules Plaza, 1313 North Market Street, Suite 5400 Wilmington, DE 19801 Tel: (302) 295-0195 E-mail: Weber@chipmanbrown.com - and - Paul J. Keenan Jr., Esq. Reginald Sainvil, Esq. BAKER & MCKENZIE LLP 1111 Brickell Ave., Suite 1700 Miami, FL 33131 Tel: (305) 789-8900 E-mail: paul.keenan@bakermckenzie.com reginald.sainvil@bakermckenzie.com About Clovis Oncology Clovis Oncology, Inc., is an American pharmaceutical company, which mainly markets products for treatment in oncology. The company is based in Boulder, Colo. Clovis Oncology and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bank. D. Del. Lead Case No. 22-11292) on Dec. 11, 2022. In the petition signed by Paul E. Gross, executive vice president and general counsel, Clovis Oncology disclosed $319,164,834 in assets and $754,564,457 in liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Morris Nichols Arsht and Tunnell, LLLP and Wilkie Farr & Gallagher, LLP as bankruptcy counsels; Alixpartners, LLP as financial advisor; Perella Weinberg Partners, LP as investment banker; and Ernst & Young, LLP as tax services provider. Kroll Restructuring Administration, LLC is the claims, noticing and solicitation agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' cases. The committee tapped Morrison & Foerster, LLP as lead bankruptcy counsel; Potter Anderson & Corroon, LLP as Delaware counsel; Alvarez & Marsal North America, LLC as financial advisor; and Jefferies, LLC as investment banker. CLOVIS ONCOLOGY: UST Says Plan Disclosures Inadequate ----------------------------------------------------- Andrew R. Vara, the United States Trustee for Region 3, filed an objection to Clovis Oncology, Inc., et al.'s Motion For Entry Of an Order approving The Disclosure Statement On An Interim Basis For Solicitation Purposes Only and granting related relief. The U.S. Trustee objects to the Interim Approval and Procedures Motion because it imposes on public shareholders the requirement to file a confirmation objection to "opt out" of releasing their direct claims against non-debtor parties, even though the shareholders shall receive no distribution under the Plan. The U.S. Trustee further objects to the Interim Approval and Procedures Motion because the Disclosure Statement does not contain adequate information, and the Plan is not eligible for the combined hearing and disclosure statement procedure under Local Rule 3017-2. For these reasons, all as set forth below, the U.S. Trustee submits that the Interim Approval and Procedures Motion should be denied. About Clovis Oncology Clovis Oncology, Inc., is an American pharmaceutical company, which mainly markets products for treatment in oncology. The company is based in Boulder, Colo. Clovis Oncology and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bank. D. Del. Lead Case No. 22-11292) on Dec. 11, 2022. In the petition signed by Paul E. Gross, executive vice president and general counsel, Clovis Oncology disclosed $319,164,834 in assets and $754,564,457 in liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Morris Nichols Arsht and Tunnell, LLLP and Wilkie Farr & Gallagher, LLP as bankruptcy counsels; Alixpartners, LLP as financial advisor; Perella Weinberg Partners, LP as investment banker; and Ernst & Young, LLP as tax services provider. Kroll Restructuring Administration, LLC is the claims, noticing and solicitation agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' cases. The committee tapped Morrison & Foerster, LLP as lead bankruptcy counsel; Potter Anderson & Corroon, LLP as Delaware counsel; Alvarez & Marsal North America, LLC as financial advisor; and Jefferies, LLC as investment banker. CLUBHOUSE MEDIA: Incurs $7.5 Million Net Loss in 2022 ----------------------------------------------------- Clubhouse Media Group, Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $7.52 million on $6.28 million of net total revenue for the year ended Dec. 31, 2022, compared to a net loss of $22.24 million on $4.25 million of net total revenue for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $1.24 million in total assets, $8.92 million in total liabilities, and a total stockholders' deficit of $7.67 million. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has stockholder's deficit, net losses, and negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1389518/000149315223010074/form10-k.htm About Clubhouse Media Las Vegas, Nevada-based Clubhouse Media Group, Inc. is an influencer-based social media firm and digital talent management agency. The Company offers management, production and deal-making services to its handpicked influencers. The Company's management team consists of successful entrepreneurs with financial, legal, marketing, and digital content creation expertise. CM RESORT: Trustee Files Alternative Liquidating Plan ----------------------------------------------------- John Dee Spicer, Chapter 11 Trustee in the bankruptcy case of CM Resort LLC et al., filed with the U.S. Bankruptcy Court for the Northern District of Texas a Disclosure Statement for Alternative Plan of Liquidation for the Debtors dated April 4, 2023. CM Resort LLC is the owner of approximately 1,854 acres in Palo Pinto County, Texas (the "Undeveloped Property"); Specfac Group LLC is the owner of approximately 470 acres in Palo Pinto County, Texas; and Sundance Lodge LLC is the owner of approximately 105 acres of land in Palo Pinto County, Texas (collectively the "Developed Property") (the Developed Property and Undeveloped Property, together "Real Property"). The other Debtors in this jointly-administered Case own Assets consisting solely of unliquidated inter-company and third-party Claims of unknown value. Such entities are a part of the Plan in an effort to resolve all claims against all persons. In the event of confirmation of the Plan, all claims amongst and between the Debtors will be released. The Real Property is part of a larger luxury country-style housing development commonly known as 7-R Ranch and is located approximately two hours west of Fort Worth. The Real Property includes riding stables, clubhouse, bar and restaurant facilities, outdoor dance floor/music venue, multiple pools, fitness center, spa, a small guest lodge, riding/hiking trails, a fishing lake and undeveloped property. The Plan is an alternative plan of liquidation. The Trustee has filed this Plan to be considered as an alternative to the Plan proposed by the MAR Living Trust, if and only if the MAR Living Trust Plan is not: (a) confirmed by order entered on or before April 28, 2023, or such other date fixed by separate order of the Bankruptcy Court; or (b) is not substantially consummated through occurrence of the Effective Date (as defined in the MAR Living Trust Plan) on or before a date no less than 21 days after entry of an order confirming the MAR Living Trust Plan, or such other date fixed by separate order of the Bankruptcy Court. Rather than allow these cases to be converted or dismissed in the event the MAR Living Trust Plan is not confirmed or effective within these time constraints, the Trustee proposes its Plan as an alternative path to recovery for all parties-in-interest. The Plan is a plan of liquidation filed by the Trustee to provide for the orderly liquidation of the Debtors' assets, primarily through an auction sale of the Real Property, and the creation of a Liquidating Trust to administer the estates post-confirmation. On a date prior to the Confirmation Hearing, to be scheduled by the Bankruptcy Court, the Chapter 11 Trustee will conduct an auction for the Real Property, which will be open to all Qualified Bidders. Pursuant to the provisions and under the authority of 11 U.S.C. Section 363 (the "Auction"), and subject to a minimum cash bid of $4,000,000.00 (the "Minimum Bid Amount"). The Trustee has received an offer from Integrated Ventures, LLC ("Integrated Ventures") to purchase the Real Property for at least the Minimum Bid Amount. Integrated Ventures has provided evidence of adequate available cash funds to the Trustee, along with Integrated Ventures's commitment to fund and close the sale in accordance with the Plan, if confirmed. Beyond Integrated Ventures's initial bid amount, any Qualified Bidder(s) may appear and bid at the Auction, provided that each overbid amount must be at least $200,000 more than the preceding bid, and any Qualified Bidder must commit to performance of all terms of the proposed Plan, including timely Closing on the Sale. The Qualified Bidder submitting the highest and best cash offer (the "Purchase Price" or "Sales Proceeds") for the Real Property, or any part thereof, at Auction will be the winning bidder (the "Buyer"), subject to Bankruptcy Court approval and confirmation of this Plan. The Trustee will use the Sales Proceeds to make distributions to holders of Allowed Claims. First, the Plan will pay 100% of Allowed Administrative Expenses, Professional Fee Administrative Claims, the Break Up Fee, and Allowed Secured Claims (the "Allowed Priority Claims") on the Payment Date of the Plan, which will be upon the later of 7 days of (a) the Effective Date or (b) entry of an Order Allowing such Allowed Priority Claim. If any timely-filed Professional Fee Administrative Claim has not been Allowed by order of the Bankruptcy Court on or before the Payment Date, the amounts necessary to pay such pending Professional Fee Administrative Claim will be reserved and held as part of the Remaining Trust Funds. Second, also on the Payment Date, Allowed Non-Insider Unsecured Claimants will receive a Pro-Rata share of a $100,000.00 pool reserved from the Purchase Price after payment of the Allowed Priority Claims (the "Unsecured Reserve Funds"). Third, any funds remaining after payment of the Allowed Priority Claims and the pro-rata Unsecured Reserve Payment, (the "Remaining Trust Funds") will be held in the Liquidating Trust pending a Final Order resolving all claims in the Ruff Appeal Claims as discussed herein and as provided by the Plan. Only a Final Order of Divestiture would prevent distribution of the Remaining Trust Funds to holders of Allowed Claims. The current Equity Interests in the Debtors will be cancelled on the Effective Date. By way of illustration only, if the Trustee receives a cash Purchase Price of $4,000,000.00, and the combined Allowed Priority Claims on the Payment Date total $1,900,000.00, then after payment of the Allowed Priority Claims and the $100,000.00 Unsecured Reserve Funds, a total of $2,000,000.00 in cash would be transferred to the Liquidating Trust as Remaining Trust Funds to be held for future distributions in accordance with the terms of this Plan, the Confirmation Order, and the Liquidating Trust. All payments to Allowed Priority Claimants under the Plan will be made on the Payment Date. Future cash payments will be made (a) pro-rata to the Non-Insider Unsecured Claimants from the Unsecured Reserve Funds on the Payment Date; and (b) pro-rata distributions, if any, will be made to all remaining Holders of Allowed Claims upon resolution of the Ruff Appeal Claims. None of the payments under the Plan are dependent on future income or subject to future expenses of the Debtors. The Debtors will cease to exist upon the Effective Date of the Plan. The Plan contemplates the creation of a Liquidating Trust on the Effective Date. The Liquidating Trustee will assume responsibility for administration of all property vested in the Liquidating Trust, including distributions to holders of Allowed Claims. Furthermore, if this Plan is confirmed, the Trustee will receive the Purchase Price, which will allow payment not only the Administrative Expenses and Secured Claims in full, but will also result in a pool of cash remaining after payment of the Break Up Fee, Administrative Expenses and Secured Claims to make an initial payment of $100,000.00 to non-Insider Unsecured creditors, with an additional pro-rata distribution upon resolution of the Ruff Appeal Claim. The Trustee does not believe non-Insider Unsecured Creditors would be paid as much in a Chapter 7 liquidation. The allocation of the Sale Proceeds to make payments under the Plan. Unless a Final Order of Divestiture is entered, or a Bifurcated Sale occurs, the Trustee estimates that the total pool of funds available for non-Insider Allowed Unsecured Claims after payment in full of all Allowed Claims will exceed $1,000,000.00, which would result in a full 100% recovery to these Claimants. This percentage may change depending on possible claim duplications and adjustments. A full-text copy of the Trustee's Disclosure Statement dated April 4, 2023 is available at https://bit.ly/3Gof85n from PacerMonitor.com at no charge. Attorneys for John Dee Spicer, Chapter 11 Trustee: Steven T. Holmes CAVAZOS HENDRICKS POIROT, P.C. Suite 570, Founders Square, 900 Jackson Street Dallas, TX 75202 Phone: (214) 573-7300 Fax: (214) 573-7399 E-mail: sholmes@chfirm.com About CM Resort Based in Gordon, Texas, CM Resort LLC, a single-asset real estate, filed a voluntary petition for bankruptcy under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-43168) on Aug. 15, 2018. The case is jointly administered with the Chapter 11 cases filed by CM Resort Management LLC and nine other companies. Case No. 18-43168 is the lead case. In the petition signed by Mark Ruff, member and authorized agent, CM Resort estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Russell F. Nelms presides over the case. Gerrit M. Pronske, Esq., at Pronske Goolsby & Kathman, P.C., is CM Resort's legal counsel. John Dee Spicer was appointed as Chapter 11 trustee. The trustee is represented by Cavazos Hendricks Poirot, P.C. COLOUROZ INVESTMENT 2: $205M Bank Debt Trades at 56% Discount ------------------------------------------------------------- Participations in a syndicated loan under which ColourOZ Investment 2 LLC is a borrower were trading in the secondary market around 43.7 cents-on-the-dollar during the week ended Friday, April 7, 2023, according to Bloomberg's Evaluated Pricing service data. The $205 million facility is a Payment In Kind Term loan that is scheduled to mature on September 21, 2024. The amount is fully drawn and outstanding. ColourOZ Investment 2 LLC provides industrial paint products. CONSOLIDATED ELEVATOR: Seeks to Tap Dempsey Law as Special Counsel ------------------------------------------------------------------ Consolidated Elevator Company, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Dempsey Law P.C. as its special counsel. The firm will represent the Debtor in a malpractice action against its former labor attorney. The firm will be paid at these rates: Michael D. Dempsey, Partner $675 per hour Rebecca Asuan-O'Brien, Counsel $475 per hour Michael Dempsey, Esq., senior principal of Dempsey Law, assured the court that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael D. Dempsey, Esq. Dempsey Law P.C. 1880 Century Park East, Suite 516 Los Angeles, CA 90067 Phone: (310) 551-2300 – Telephone Fax: (310) 551-2302 – Facsimile Email: bruinlaw@dempseylawpc.com About Consolidated Elevator Company Consolidated Elevator Company, Inc. provides elevator repairs services. Its employees consist of mechanics, salespeople, and support staff. Consolidated Elevator Company sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-15611) on Oct. 14, 2022. In the petition signed by David J. Sandoval, CFO, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Sandra R. Klein oversees the case. The Debtor tapped Matthew D. Resnik, Esq., at RHM Law, LLP as bankruptcy counsel; Dempsey Law P.C. as special counsel; and Lighthouse Consultants, Inc. as accountant. CROSSROAD REALTY NY: Files for Chapter 11 to Stop Foreclosure ------------------------------------------------------------- Crossroad Realty NY LLC filed for chapter 11 protection in the Eastern District of New York. The business of the Debtor is commercial real estate development and rental. The Chapter 11 case was required due to a mortgage foreclosure sale date which threatened to divest the Debtor of its fee simple ownership interest in the real property known as 263 and 265 Indian Head Road a/k/a 265 Indian Head Road, Smithtown, New YOrk. According to court filings, Crossroad Realty NY estimates between $1 million and $10 million in debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. About Crossroad Realty NY LLC Crossroad Realty NY LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Crossroad Realty NY LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-71047) on March 28, 2023. In the petition filed by Russell Furia, as sole member, the Debtor reported assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Alan S. Trust. The Debtor is represented by: Roy J Lester, Esq. Lester Korinman Kamran & Masini, P.C. 312 Main Street Northport, NY 11768 Tel: (516) 357-9191 Fax: (516) 357-9281 Email: rlester@lesterfirm.com DCL HOLDINGS: Pigments Buys Substantially All Assets for $45-Mil. ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized DCL Corporation (USA) LLC and affiliates to sell substantially all assets to Pigments Services, Inc., for $45 million, in accordance with the terms of the Second Amended and Restated Asset Purchase Agreement dated as of March 28, 2023. The Debtors are authorized to enter into the Transaction Documents. The sale is free and clear of all Liens, Claims and other interests of any kind or nature whatsoever. The Debtors are hereby authorized to (a) assume and assign to the Purchaser, effective upon the Closing of the Sale, the Purchased Contracts free and clear of all Liens, Claims and other interests of any kind or nature whatsoever (other than the Permitted Liens and Assumed Liabilities), and (b) execute and deliver to the Purchaser such documents or other instruments as Purchaser deems may be necessary to assign and transfer the Purchased Contracts, Permitted Liens and Assumed Liabilities to the Purchaser. In accordance with the wind down budget, proceeds from the Sale will be used to fund the orderly wind down of the Debtors' estates after the Closing Date. Not later than 10 business days following the Closing Date, the Debtors will transfer any Excess Wind-Down Cash to the Pre-Petition Term Loan Lenders on a pro rata basis or such other allocation as agreed by the Debtors and Pre-Petition Term Loan Lenders. Excess Wind-Down Cash will mean the amount of cash remaining in the Debtors' bank accounts on the day following the Closing Date which is not required to fund (i) the Wind Down or the Wind Down Budget (totaling, for the avoidance of doubt, $1,425,000) or (ii) amounts for accrued but unpaid liabilities incurred in accordance with the DIP Budget relating to the period ending on the Closing Date. The Excess Wind-Down Cash will be reasonably determined by the Debtors in consultation with the Pre-Petition Term Loan Lenders and the Committee. Pursuant to Bankruptcy Rules 7062, 9014, 6004(h), and 6006(d), the Sale Order will be effective immediately upon entry and the Debtors and the Purchaser are authorized to close the Sale immediately upon entry of the Sale Order. About DCL Holdings DCL Holdings (USA) Inc. -- https://www.pigments.com/ -- offers the broadest range of colour pigments & preparations for the coatings, plastics & ink industries worldwide. The company is a global leader in the supply of color pigments and dispersions for the coatings, plastics and ink industries, according to its Web site. DCL Holdings (USA) Inc. and 5 affiliated debtors sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 22-11319) on Dec. 20, 2022. In the petition filed by Scott Davido, as chief restructuring officer, the Debtor reported assets and liabilities between $100 million and $500 million. Judge J. Kate Stickles oversees the case. The Debtors tapped KING & SPALDING LLP as counsel; RICHARDS, LAYTON & FINGER, P.A., as Delaware counsel; TM CAPITAL CORP. as investment banker; and ANKURA CONSULTING GROUP, L.L.C., as restructuring advisor. KROLL RESTRUCTURING ADMINISTRATION LLC as claims agent. DIOCESE OF SANTA ROSA: Taps Felderstein as Bankruptcy Counsel ------------------------------------------------------------- The Roman Catholic Diocese of Santa Rosa received approval from the U.S. Bankruptcy Court for the Northern District of California to hire Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP as its bankruptcy counsel. The Debtor requires a bankruptcy counsel to: a. prepare reports, pleadings and other legal documents in connection with the administration of the Debtor's Chapter 11 case; b. advise and represent the Debtor with respect to all matters and proceedings in its Chapter 11 case; c. assist the Debtor in all bankruptcy issues, which may arise in the operation of its business; d. take all necessary action to protect and preserve the Debtor's estate; e. take all necessary action in connection with any Chapter 11 plan, disclosure statement and all related documents; and f. perform all other necessary legal services. The hourly rates charged by the firm's attorneys and legal assistants are as follows: Paul J. Pascuzzi, Managing Partner $525 Thomas A. Willoughby, Partner $525 Jason E. Rios,Partner $450 Thomas R. Phinney, Of Counsel $425 Of Counsel/Associates $350 Legal Assistants $95 - $150 Paul Pascuzzi, 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 through: Paul J. Pascuzzi, Esq. Jason E. Rios, Esq. Thomas R. Phinney, Esq. Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP 500 Capitol Mall, Suite 2250 Sacramento, CA 95814 Telephone: (916) 329-7400 Facsimile: (916) 329-7435 Email: ppascuzzi@ffwplaw.com jrios@ffwplaw.com tphinney@ffwplaw.com About Santa Rosa Roman Catholic Diocese The Roman Catholic Diocese of Santa Rosa in California is a diocese, or ecclesiastical territory, of the Roman Catholic Church in the northern California region of the United States, named in honor of St. Rose of Lima. Abuse victims filed hundreds lawsuits after the state of California paused for three years its statute of limitation on claims for child sexual abuse. The pause ended on Dec. 31, 2022. Facing more than 200 new legal claims over childhood sexual abuse, the Roman Catholic Bishop of Santa Rosa, also known as the Diocese of Santa Rosa, filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-10113) on March 13, 2023. The Debtor estimated $10 million to $50 million in both assets and liabilities. The Hon. Charles Novack is the case judge. The Debtor tapped Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP as bankruptcy counsel; Shapiro Galvin Shapiro & Moran as special corporate and litigation counsel; Weinstein & Numbers, LLP as insurance counsel; and GlassRatner Advisory & Capital Group, LLC, doing business as B. Riley Advisory Services, as financial advisor. Donlin, Recano & Company, Inc. is the claims agent. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Stinson, LLP is the committee's legal counsel. DIOCESE OF SANTA ROSA: Taps GlassRatner as Financial Advisor ------------------------------------------------------------ The Roman Catholic Diocese of Santa Rosa seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire GlassRatner Advisory & Capital Group, LLC as its financial advisor. The Debtor requires a financial advisor to: a. assist in reviewing the Debtor's strategic options; b. assist the Debtor in developing financial projections and liquidity projections; c. assist the Debtor in negotiations with various stakeholders; d. assist the Debtor in implementing potential operational or strategic enhancements; e. assist the Debtor in the preparation of the statutory reporting requirements during its Chapter 11 proceedings, including the statements of financial affairs and associated schedules and, during the pendency of the case, the monthly operating reports (MORs); f. assist in the preparation of reports for, and communications with, the bankruptcy court, creditors, and any other constituents; g. review, evaluate and analyze the financial ramifications of proposed transactions for which the Debtor may seek bankruptcy court approval; h. provide appraisal and valuation services; i. provide financial advice and assistance to the Debtor in connection with asset sale transactions; j. assist the Debtor in developing and supporting a proposed plan of reorganization; k. render bankruptcy court testimony; l. provide other financial advisory services. The firm will charge these hourly fees: Sr. Managing Directors $495 - $795 Directors, Managing Directors $325 - $595 Associates, Other Professionals $200 - $425 In addition, the firm will receive an evergreen retainer in the amount of $100,000. J. Michael Issa, senior managing director at GlassRatner, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Seth R. Freeman GlassRatner Advisory & Capital Group, LLC d/b/a B. Riley Advisory Services 100 Drakes Landing, Suite 1-305 Greenbrae, CA 94904 Phone: (310) 966-1444 Email: sfreeman@brileyfin.com About Santa Rosa Roman Catholic Diocese The Roman Catholic Diocese of Santa Rosa in California is a diocese, or ecclesiastical territory, of the Roman Catholic Church in the northern California region of the United States, named in honor of St. Rose of Lima. Abuse victims filed hundreds lawsuits after the state of California paused for three years its statute of limitation on claims for child sexual abuse. The pause ended on Dec. 31, 2022. Facing more than 200 new legal claims over childhood sexual abuse, the Roman Catholic Bishop of Santa Rosa, also known as the Diocese of Santa Rosa, filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-10113) on March 13, 2023. The Debtor estimated $10 million to $50 million in both assets and liabilities. The Hon. Charles Novack is the case judge. The Debtor tapped Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP as bankruptcy counsel; Shapiro Galvin Shapiro & Moran as special corporate and litigation counsel; Weinstein & Numbers, LLP as insurance counsel; and GlassRatner Advisory & Capital Group, LLC, doing business as B. Riley Advisory Services, as financial advisor. Donlin, Recano & Company, Inc. is the claims agent. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Stinson, LLP is the committee's legal counsel. DIOCESE OF SANTA ROSA: Taps Shapiro as Special Counsel ------------------------------------------------------ The Roman Catholic Diocese of Santa Rosa received approval from the U.S. Bankruptcy Court for the Northern District of California to hire Shapiro Galvin Shapiro & Moran as its special corporate and litigation counsel. The firm's services include: a. assisting the Debtor and its primary bankruptcy counsel in the course of the Debtor's reorganization on matters falling within the firm's expertise or special knowledge; b. assisting the Debtor with its business, transaction and non-abuse litigation work in the ordinary course of its business; c. assist the Debtor and its insurance counsel and primary bankruptcy counsel in evaluating and handling abuse claims. The hourly rates charged by the firm's attorneys and legal assistants are as follows: Daniel J. Galvin III, Managing Partner $300 Adrienne M. Moran, Partner $300 Reed J. Moran, Associate $175 Suzanne Caffey, Legal Assistant $100 The firm holds a retainer in the amount of $60,000 for the flat fee services and $81,852.50 for the litigation services. As disclosed in court filings, Shapiro neither represents nor holds any interest adverse to the Debtor or the estate with respect to the matters on which it is to be employed. The firm can be reached through: Daniel J. Galvin III, Esq. Shapiro, Galvin Shapiro & Moran 640 Third Street, 2nd Floor Santa Rosa, CA 95404-4445 Phone: 707-544-5858 Fax: 707-544-6702 About Santa Rosa Roman Catholic Diocese The Roman Catholic Diocese of Santa Rosa in California is a diocese, or ecclesiastical territory, of the Roman Catholic Church in the northern California region of the United States, named in honor of St. Rose of Lima. Abuse victims filed hundreds lawsuits after the state of California paused for three years its statute of limitation on claims for child sexual abuse. The pause ended on Dec. 31, 2022. Facing more than 200 new legal claims over childhood sexual abuse, the Roman Catholic Bishop of Santa Rosa, also known as the Diocese of Santa Rosa, filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-10113) on March 13, 2023. The Debtor estimated $10 million to $50 million in both assets and liabilities. The Hon. Charles Novack is the case judge. The Debtor tapped Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP as bankruptcy counsel; Shapiro Galvin Shapiro & Moran as special corporate and litigation counsel; Weinstein & Numbers, LLP as insurance counsel; and GlassRatner Advisory & Capital Group, LLC, doing business as B. Riley Advisory Services, as financial advisor. Donlin, Recano & Company, Inc. is the claims agent. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Stinson, LLP is the committee's legal counsel. DIOCESE OF SANTA ROSA: Taps Weinstein as Insurance Counsel ---------------------------------------------------------- The Roman Catholic Diocese of Santa Rosa received approval from the U.S. Bankruptcy Court for the Northern District of California to hire Weinstein & Numbers, LLP as its insurance counsel. The Debtor requires an insurance counsel to: a. analyze the liability insurance coverage, which may be available to the Debtor for claims pending against it, including review of policies and facts of each claim, and research regarding policy provisions; b. negotiate with insurance carriers to obtain appropriate defense and indemnity contributions for those claims; and c. assist the Debtor and its primary bankruptcy counsel and litigation counsel in the course of the Chapter 11 case on matters falling within Weinstein & Numbers' expertise or special knowledge. Weinstein & Numbers' customary hourly rates are as follows: Barron L. Weinstein, Managing Partner $625 Kevin L. Cifarelli, Associate $425 Adison Marshall, Associate $300 Charles D. Yeo, Legal Assistant $200 Robert Patterson, Legal Assistant $315 Brian Carolus, Legal Assistant $315 Weinstein & Numbers does not have interest adverse to the interest of the Debtor's estate, or of any class of the Debtors' creditors, either by reason of any direct or indirect relationship to, connection with, the Debtors or for any other reason. The firm can be reached through: Barron Weinstein, Esq. Weinstein & Numbers, LLP 115 Ward St. Larkspur, CA 94939 Phone: +1 415-927-6920 Email: bweinstein@mwncov.com About Santa Rosa Roman Catholic Diocese The Roman Catholic Diocese of Santa Rosa in California is a diocese, or ecclesiastical territory, of the Roman Catholic Church in the northern California region of the United States, named in honor of St. Rose of Lima. Abuse victims filed hundreds lawsuits after the state of California paused for three years its statute of limitation on claims for child sexual abuse. The pause ended on Dec. 31, 2022. Facing more than 200 new legal claims over childhood sexual abuse, the Roman Catholic Bishop of Santa Rosa, also known as the Diocese of Santa Rosa, filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-10113) on March 13, 2023. The Debtor estimated $10 million to $50 million in both assets and liabilities. The Hon. Charles Novack is the case judge. The Debtor tapped Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP as bankruptcy counsel; Shapiro Galvin Shapiro & Moran as special corporate and litigation counsel; Weinstein & Numbers, LLP as insurance counsel; and GlassRatner Advisory & Capital Group, LLC, doing business as B. Riley Advisory Services, as financial advisor. Donlin, Recano & Company, Inc. is the claims agent. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Stinson, LLP is the committee's legal counsel. DR. ROOTS HERBS: Unsecureds to be Paid in Full over 60 Months ------------------------------------------------------------- Dr. Roots Herbs LLC filed with the U.S. Bankruptcy Court for the Central District of California a Disclosure Statement describing Chapter 11 Plan of Reorganization dated April 4, 2023. Debtor is an LLC. The managing member and 100% owner of Debtor is Greta Curtis. Debtor is the 100% owner of a duplex located at 1514 & 1516 S. Victoria Avenue, Los Angeles, CA 90019 ("Property"). Ms. Curtis believes the value of the Property is approximately $2,000,000.00. Debtor has a 1st Trust Deed which is being serviced by Planet Home Lending with a current balance of approximately $383,235.21. Debtor has a 2nd Trust Deed with Bridget Cook with a balance of $20,000.00. The 1st Trust Deed had initiated foreclosure proceedings prior to the filing of this case. Debtor has a 5.744% interest in real property located at 4118 E. 1st Street, Los Angeles, CA 90062. Debtor believes the total value of the property is $483,000.00. Debtor has a 5.744% interest in real property located at 5923 Compton Ave., Los Angeles, CA 90001 and 1439-1445 E. 59th Place, Los Angeles, CA 90001. Debtor believes the total value of the property is $900,000.00. Debtor fell behind on its secured payment obligations to the 1st position lender due to lack of rental payments largely related to the COVID-19 pandemic as well as the local and state eviction moratoriums. To attempt to fix the problems that led to the bankruptcy filing, Debtor has obtained new tenants who have been timely paying the required rents. Debtor anticipates to generate sufficient rental income to fund the proposed plan. This is a plan of reorganization. In other words, the Proponent seeks to make payments under the Plan by to holders of allowed claims. The timing of payments to particular creditor groups will depend upon their classification under the Plan. Class 3 consists of General Unsecured Claims. In the present case, the Debtor estimates that Class 3 general unsecured debt totals $28,000.00. Class 3 will be paid in full over 60 monthly with an estimated monthly payment of $466.67. This Class is impaired. The Plan will be funded from Debtor's rental income. In addition, Greta Curtis as an interest holders of the Debtor shall contribute new value by providing a cash infusion of $10,000.00 upon the effective date of the plan. Finally, Debtor expects to liquidate its fractional interests in the scheduled properties (other than the Victoria Ave) to fund the plan and expects approximately $79,439.52 in additional cash available on the Effective Date. A full-text copy of the Disclosure Statement dated April 4, 2023 is available at https://bit.ly/3KEgyeC from PacerMonitor.com at no charge. Debtor's Counsel: Thomas B. Ure, Esq. URE LAW FIRM 800 West 6th Street, Suite 940 Los Angeles, CA 90017 Tel: 213-202-6070 Fax: 213-202-6075 Email: tom@urelawfirm.com About Dr. Roots Herbs LLC Dr. Roots Herbs LLC is an LLC and 100% owner of a duplex located at 1514 & 1516 S. Victoria Avenue, Los Angeles, CA 90019 ("Property"). The Debtor filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10375) on Jan. 24, 2023. In the petition filed by Greta S. Curtis, as managing member, the Debtor reported assets between $1 million and $10 million and liabilities between $500,000 and $1 million. The Debtor is represented by Thomas B Ure, Esq. of Ure Law Firm. EL MONTE NATURE: Unsecureds Owed $14M to Get Full Payment --------------------------------------------------------- El Monte Nature Preserve, Inc., submitted a Combined Disclosure Statement and Fifth Amended Plan of Reorganization dated July 11, 2022. The Debtor's Plan provides for payment in full, with interest, of all Allowed Claims, over time from Pre-Production Financing and Net Mining Proceeds. To achieve this, the Plan contemplates (i) the Debtor's continued efforts to obtain entitlements and applicable mining and related permits; (ii) the mining, delivery and sale of sand and other extractable aggregates from the Debtor's Property; (iii) the acceptance for a fee of appropriate fill material to the Property following sand and aggregate extraction; (iv) the obtaining of initial financing for entitlement processing through the LKI Financing and subsequent Pre-Production Financing to retire all secured and unsecured indebtedness; and (v) reclamation and remediation of the Property following the completion of the extraction and fill aspects of the Project. The Debtor believes, based on the pro-forma discussed below, that the overall time necessary to fully perform the Plan will occur up to 2033, long after all creditors' claims are extinguished. The Debtor believes that the LKI Financing, as described below, will be sufficient to enable the Debtor to achieve approval of its environmental document, an Environmental Impact Report ("EIR"). Once such approval is obtained, the Debtor believes that it will be able to arrange for Pre-Production Financing to provide cash to repay indebtedness owed and payable under the Debtor's Plan. Some creditors believe that the Debtor does not have sufficient cash to enable the Debtor to reach certification of its EIR. At the Confirmation Hearing, the Court will address, among many other issues, whether the Plan is feasible, i.e, whether confirmation is likely to be followed by the Debtor's liquidation or the need for the Debtor's further financial reorganization. Under the Plan, secured creditors claims will be paid in full, with interest, at the non-default rate specified in their respective loan documents by the end of 2024 (LFTC's Class 3 claim will be paid in full by January 31, 2025), and unsecured creditors' claims will be paid in full, with interest, at 5% from and after the Effective Date until paid in full. Royalty Claims within Classes 7A and 7B are unimpaired under the Plan and Fixed Mining-Contingent Claims (Classes 8A, 8B, 8C and 8D) and the Unsecured Rejection Damage Claim of HH (Class 9) will be paid with a fixed dollar per ton of sand sales. The Debtor's existing equity interests will remain intact. The Debtor may prepay its Creditors without penalty if its finances allow. Under the Plan, Class 6 General Unsecured Non-Royalty Claims total $14,102,808 and will be paid in full, with pro-rata quarterly payments beginning with the 4th quarter of 2025 with interest at 5% per annum from and after the Effective Date until paid in full. Class 6 is impaired. Class 9 Unsecured Claim of HH approximately $146,000,000, as filed. Class 9 will be treated as follows: (1) Paid with $1.00 per ton of sand mined and sold as full and final payment of the Class 9 Creditor's Claim; (2) Reservation of Debtor's right to fully retire the Class 9 claim at a discount; (3) turnover and assistance in obtaining all project-related materials; and, (4) the exchange of mutual releases, each as set forth more fully in the Plan. Class 9 is impaired. The Plan provides for the reorganization of the Debtor and the full payment of all allowed claims principally through its efforts to obtain entitlement and applicable permits to (i) mine and sell sand and other aggregate products to buyers for cash; (ii) sell rights to deposit fill material upon the Property following such mining activities; (iii) arrange for and obtain secured Pre-Production Financing to accomplish these obligations; (iv) arrange for and complete a sale of the Property to accomplish these obligations; and, (v) any other lawful use of the Property which does not impair, hinder or adversely affect the Debtor's efforts to obtain entitlements and applicable permits for mining and infill operations, or its full and timely performance of all obligations created by this Plan. The Debtor believes that these activities will generate cash sufficient to pay 100% of all Allowed Claims. The confirmation hearing on the Plan is scheduled for April 5, 2023 at 2:30 p.m. Pacific Time, at the United States Bankruptcy Court for the Southern District of California, United States Courthouse, 325 West "F" Street, San Diego, California, 92101, before the Honorable Christopher Latham, Chief Bankruptcy Judge. Attorneys for the Debtor: Michael D. Breslauer, Esq. Matthew Arvizu, Esq. SOLOMON WARD SEIDENWURM & SMITH, LLP 401 B Street, Suite 1200 San Diego, CA 92101 Tel: (619) 231-0303 Fax: (619) 231-4755 E-mail: mbreslauer@swsslaw.com marvizu@swsslaw.com A copy of the Combined Disclosure Statement and Fifth Amended Plan of Reorganization dated March 29, 2023, is available at https://bit.ly/3lU4Dj8 from PacerMonitor.com. About El Monte Nature Preserve El Monte Nature Preserve, LLC, filed for Chapter 11 protection (Bankr. S.D. Cal. Case No. 22-00971) on April 12, 2022, listing as much as $50 million in both assets and liabilities. William B. Adams, manager, signed the petition. Judge Christopher B. Latham oversees the case. Michael D. Breslauer, Esq., at Solomon Ward Seidenwurm & Smith, LLP and Thorsnes Bartolotta McGuire, LLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. ELEVATE TEXTILES: $585M Bank Debt Trades at 46% Discount -------------------------------------------------------- Participations in a syndicated loan under which Elevate Textiles Inc is a borrower were trading in the secondary market around 54.2 cents-on-the-dollar during the week ended Friday, April 7, 2023, according to Bloomberg's Evaluated Pricing service data. The $585 million facility is a Term loan that is scheduled to mature on May 1, 2024. About $515.5 million of the loan is withdrawn and outstanding. Elevate Textiles, Inc. manufactures and supplies textile products worldwide. ELEVATE TEXTILES: S&P Downgrades ICR to 'CCC', Withdraws Rating --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based Elevate Textiles Inc. to 'CCC' from 'CCC+'. Concurrently, S&P lowered its issue-level rating on the company's first-lien term loan to 'CCC' from 'CCC+' and rating on its second-lien term loan to 'CCC-' from 'CCC'. The respective recovery ratings are unchanged at '3' and '5'. Subsequently, S&P withdrew all its ratings on Elevate at the issuer's request. The downgrade reflects the upcoming maturities, heightened refinancing risk, and risk of a default within the next 12 months. Elevate's $125 million ABL is current and will mature on April 1, 2024. Its $585 million first-lien term loan becomes current on May 1, 2023. S&P believes there is heightened refinancing risk with its upcoming debt maturities given volatile market conditions and rising interest rates. Though operating performance has been generally in line with its expectations through the third quarter of 2022, Elevate has a high debt burden and weak free operating cash flow relative to its high debt service costs, especially the $14.6 million of required annual amortization on its first-lien term loan. This could make it challenging to extend its maturities on satisfactory terms, particularly with high interest rates and a volatile market. S&P revised its liquidity assessment to weak from less than adequate because the upcoming maturities would pose a strain if extension or refinancing plans are not in place and Elevate is forced to repay its debt soon. Total liquidity was $118.8 million at the end of the third quarter (ended Sept. 30, 2022), including $65.1 million cash and $53.7 million availability under the U.S. ABL.S&P said, " We do not incorporate the approximately $53.7 million of foreign short-term credit availability as a source of liquidity. We revised our liquidity assessment because we expect Elevate's sources over uses will be a substantial deficit in the next 12-24 months due to the significant upcoming debt maturities. Because the company's ABL is current, we no longer consider it a liquidity source in our analysis. Elevate must extend its maturity over the next 12 months or repay the $60.3 million in outstanding borrowings. The likely increase in spread due to ongoing borrowing costs in current market conditions should the company refinance its debt would also strain cash flow and compromise liquidity." S&P subsequently withdrew all of its ratings on Elevate at the issuer's request. ESG credit indicators: E-2; S-2; G-3 ELITE KIDS: Seeks to Extend Plan Exclusivity to September 18 ------------------------------------------------------------ Elite Kids Services, Inc. asks the U.S. Bankruptcy Court for the Eastern District of New York to extend its exclusive period to file a plan of reorganization and disclosure statement to September 18, 2023. The Debtor explained that cause exists to grant the extension: (i) the Debtor needs more time to reach mutually agreeable terms of settlement between the Debtor and Creditors of the case, in order to fully resolve the filed claims, and allowing the Debtor to approve said terms by an Order of the Bankruptcy Court and confirm a plan of reorganization containing said terms, (ii) there is no prejudice to the Creditors, as, in fact, allowing the Debtor time to reach and finalize mutual terms of treatment of the Creditors' claims, respectively, will be in the best interest of all Creditors. The Debtor's periods to file the plan of reorganization and disclosure statement are currently set to expire on May 21, 2023. Elite Kids Services, 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 About Elite Kids Services Elite Kids Services, Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 22-42915) on Nov. 22, 2022, with as much as $1 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. Alla Kachan, Esq., at the Law Offices of Alla Kachan, PC and Wisdom Professional Services, Inc. serve as the Debtor's legal counsel and accountant, respectively. ENVISION HEALTHCARE: $2.20B Bank Debt Trades at 85% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Envision Healthcare Corp is a borrower were trading in the secondary market around 15.2 cents-on-the-dollar during the week ended Friday, April 7, 2023, according to Bloomberg's Evaluated Pricing service data. The $2.20 billion facility is a Term loan that is scheduled to mature on March 31, 2027. The amount is fully drawn and outstanding. Envision Healthcare Corporation provides health care services. The Hospital offers surgery, pharmacy, medical imaging, emergency care, and other related health care services. Envision Healthcare serves patients in the United States. ENVISION HEALTHCARE: $5.45B Bank Debt Trades at 92% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Envision Healthcare Corp is a borrower were trading in the secondary market around 7.8 cents-on-the-dollar during the week ended Friday, April 7, 2023, according to Bloomberg's Evaluated Pricing service data. The $5.45 billion facility is a Term loan that is scheduled to mature on October 10, 2025. About $3.72 billion of the loan is withdrawn and outstanding. Envision Healthcare Corporation provides health care services. The Hospital offers surgery, pharmacy, medical imaging, emergency care, and other related health care services. Envision Healthcare serves patients in the United States. ESCO LTD: Has $4.1MM DIP Loan from Truist ----------------------------------------- ESCO, Ltd. asks the U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, for authority to use cash collateral and obtain secured postpetition financing pursuant to the Senior Secured, Super-Priority Debtor-in-Possession Credit Facility with Truist Bank as lender. The DIP Facility matures on May 13, 2023, and will consist of a revolving credit line of up to $4.1 million at any one time outstanding, inclusive of any amounts outstanding under the revolving credit line under the Debtor's pre-petition credit agreement with Truist. All new advances under the DIP Credit Facility will be limited by the Budget. The Debtor is required to comply with these milestones: (a) On the Petition Date or such later date to which Truist consents in writing in its sole discretion, the Debtor will file a motion requesting entry of an order approving the form, notice and procedure for a going-out-of-business sale. (b) Not later than April 18, 2023, a final, non-appealable order approving the GOB Sale procedures will have been entered. (c) Not later than May 31, 2023, the DIP Facility will be indefeasibly paid in full. As of the Petition Date, the Debtor was a party to a Loan Agreement dated as of September 9, 2017, by and among the Debtor and Truist Bank, and all other documents, instruments, and agreements executed in connection with the Pre-Petition Credit Agreement. As of March 28, 2023, the Debtor owed approximately $3.164 million under the Pre-Petition Credit Agreement, exclusive of prepetition interest, fees, expenses, and other amounts owed to the Pre-Petition Lender. The Pre-Petition Obligations are secured by liens encumbering substantially all of the Debtor's personal property. The Debtor has faced unprecedented challenges, including underperforming sales at its 39 retail locations. As a result, certain key vendors stopped shipping new product to the Debtor prior to the Petition Date. The lack of popular newly released shoes in the Debtor's Stores only exacerbated its financial problems. To address these challenges, the Debtor's management team, in an exercise of its fiduciary duty to maximize value for all creditor constituencies, hired restructuring professionals to evaluate all available options. As a result of this analysis, and in the exercise of their sound business judgment, in consultation with their restructuring advisors and Truist, the Debtor ultimately determined that immediate liquidation of the Debtor's assets by a professional liquidation advisor under the supervision of the Court is the best strategy to maximize value for the benefit of all creditors. The Debtor has determined that it is in the best interests of its estate, creditors, and all parties-in interests to seek authority to close and wind down, or conduct similar themed sales to liquidate its store assets and close all of its Stores. The Debtor estimates that it will take approximately 6-8 weeks to complete the Store Closings. The Debtor requires immediate access to cash collateral and the DIP Credit Facility to meet working capital and business operating needs, fund the administration of the Chapter 11 Case, and pursue the Store Closings. As security for the use of cash collateral, Interim DIP Advances and other postpetition costs payable under the DIP Credit Facility Documents, the Debtor proposes to provide the DIP Lender with a valid, binding and enforceable lien, mortgage and/or security interest in all of the Debtor's presently owned or hereafter acquired property and assets. A copy of the motion is available at https://bit.ly/3U7dASY from PacerMonitor.com. About ESCO, Ltd. ESCO, Ltd. retails apparel and footwear. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-12237) on March 31, 2023. In the petition signed by Stanley W. Mastil, chief restructuring officer, the Debtor disclosed up to $50 million in both assets and liabilities. Daniel Jack Blum, Esq., at Polsinelli PC, represents the Debtor as legal counsel. FANATICS HOLDINGS: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR) of 'BB-' to Fanatics Holdings, Inc. (FHI), and its subsidiary Fanatics Collectibles Intermediate Holdco, Inc. (Collectibles). Fitch has also assigned ratings of 'BB+'/'RR1' to Collectibles' proposed senior secured credit facilities, including its proposed senior secured revolving credit facility and proposed senior secured term loan. The Rating Outlook is Stable. FHI's 'BB-'/Outlook Stable ratings reflect its strong competitive position due to its contractual relationships with sports leagues and organizations, its good growth potential and EBITDA leverage in the 3.5x-4.5x range over the rating horizon. These positives are balanced by its small scale and lower profitability, driven in part by the losses FHI could incur to build out its Betting and Gaming subsidiary, and by end-market concentration. KEY RATING DRIVERS Entrenched Competitive Position: FHI has an entrenched competitive position, driven by its strong relationships with several large North American sports leagues and North American and Global organizations and long-term contracts with those partners that often grant exclusivity. The long-term nature of these contracts combined with the exclusivity to produce certain products supports FHI's ability to maintain a strong competitive position, as it limits the potential for a new or current entrant to win business away from FHI. Beyond its contractual relationships, several major sports leagues and players unions have equity stakes in FHI and its Collectibles subsidiary, highlighting the relationships between FHI and sports organizations. Mid-Single Digit EBITDA Margins: Fitch expects FHI's EBITDA margins could be in the mid-single digit range across the rating horizon, which is low relative to consumer products peers. The lower margin nature of the Commerce subsidiary (mid-single digit margins in 2022) and startup losses from its nascent Betting and Gaming subsidiary are partially offset by the higher margin nature of the Collectibles subsidiary (mid 20% margin range in 2022). Gaming presents both opportunities and risks to FHI in Fitch's view. While gaming could represent an opportunity for future revenue growth and positive EBITDA if it is successfully able to establish itself and gain market share from several large and entrenched players, Fitch believes it will generate negative EBITDA and cash flow in 2023 and 2024. Enterprise-wide EBITDA margins should improve beginning 2025, as Collectibles gains the exclusive right to produce NBA and NFL trading cards which could lead to significant revenue and EBITDA growth for that subsidiary. EBITDA Leverage in the 3.5x-4.5x Range: Fitch expects FHI's gross EBITDA leverage could be around 4.5x net of minority interest at YE 2023 and that it will remain in the 3.5x-4.5x over the rating horizon. The company has stated that it plans to manage leverage in the 3x-4x range, which equates to around 3.5x-4.5x after removing minority interests in various subsidiaries. FHI issues debt out of its subsidiaries, with no upstream, downstream or cross guarantees, but these debts are all consolidated into its financial reporting. Pro forma for the proposed $300 million term loan at Collectibles, around 75% of FHI's funded debt is issued by its Commerce subsidiary and by its majority-owned retailer Lids, with around 25% of debt issued by Collectibles. Fitch believes FHI could continue to issue debt to finance M&A activity and business expansion at its subsidiaries, which could limit deleveraging despite good EBITDA growth over time. The company has a recent history of being acquisitive, with its Collectibles subsidiary acquiring Topps, Inc. in 2021 and a stake in trading card manufacturer GC Packaging in 2022. Good Liquidity Profile: FHI ended 2022 with over $2 billion of cash on balance sheet and capacity of around $900 million on the revolving credit facilities at its various subsidiaries as of Dec. 31, 2022 and pro forma for the issuance at Collectibles. The large cash balance has been funded through equity raises from various entities such as private equity firms and sports leagues, and through the repayment of intercompany loans to its subsidiaries funded through external debt. FHI's FCF on a consolidated basis could be negative in 2023, assuming heightened spending to build out FHI's Betting and Gaming subsidiary, and FHI's current cash position provides ample liquidity to finance the cost of building out this subsidiary in Fitch's view. Given the interwoven relationships between FHI's subsidiaries and its partners, Fitch believes that FHI would provide liquidity support in the event a subsidiary needed it rather than damage a relationship with a partner which could affect future contracts or relationships. Focus on North American Sports Fans: FHI's business model is primarily focused on sale of sports Collectibles (such as trading cards) and apparel to North American consumers. This focused end-market increases the potential that FHI's operations could be impacted if one (or several) of the organizations it has contracts with were to experience operating issues. Fitch believes that around 90% of FHI's revenue is generated from North America. If one of the major leagues were to miss part or all of its season for any reason, this could have a negative impact on FHI's ability to generate revenue and EBITDA from the sale of products based on that league. Parent Subsidiary Linkage: Fitch has determined a linkage exists between based on its assessment of various factors. Fitch's analysis includes a strong subsidiary/weak parent approach between the parent, Fanatics Holdings, Inc. and its stronger subsidiary, Fanatics Collectibles Intermediate Holdco, Inc. Fitch assesses the quality of the overall linkage as high that results in an equalization of the IDRs. DERIVATION SUMMARY FHI's higher leverage, lower profitability and more complex capital structure contribute to it being rated lower than peers such as Hasbro, Inc. (BBB-/Stable), Mattel, Inc. (BB+/Positive), ACCO Brands Corporation (BB/Stable), and Central Garden & Pet Company (BB/Stable). FHI's scale is comparable to ACCO and Central Garden & Pet, although Hasbro and Mattel significantly larger scale. Fitch considers FHI to be less diversified than these peers from a geographic basis, with around 90% of FHI's revenues being generated in North America. KEY ASSUMPTIONS - On a fully consolidated basis, revenue in 2023 is expected to grow approximately 30% inclusive of the consolidation of the Lids business and including modest contributions from its Betting and Gaming subsidiary. Excluding minority interests, 2023 revenue could grow in the mid 20% range. Beginning in 2024, the company could grow revenue in the mid to high single digit range annually, driven by organic growth, one-time sporting events, and the impact of new contractual relationships in its various subsidiaries. - EBITDA margins could be in the mid to low single digit range in 2023 net of minority interest, with organic growth and the impact of the consolidation of Lids into FHI's operating results being negatively impacted by the cost to build out the Betting and Gaming subsidiary. EBITDA margins are expected to be in the mid-single digit range across the rating horizon, driven in part by new rights contracts that come online in 2024 and beyond. - Gross EBITDA leverage is expected to be in the mid 4x at the end of 2023 (up from around 2.5x in 2022) as organic EBITDA growth and the consolidation of Lids is offset by losses incurred to build out the Betting and Gaming subsidiary. EBITDA leverage is expected to trend in the 3.5x-4.5x range across the rating horizon - FCF was a large outflow in 2022, largely the result of negative working capital and the costs to build out gaming. FCF could be modestly negative in 2023 as the spending to expand its Betting and Gaming subsidiary offsets FCF generation elsewhere. FCF could be positive to break even thereafter, driven by EBITDA growth. - Variable interest rates in the 4%-5% range over the forecast horizon, given the higher interest rate environment. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - An upgrade could be considered if the company produced high single digit EBITDA margins or greater than expected revenue growth, leading to EBITDA sustained above $300 million (net of minority interest) and EBITDA leverage (total debt/EBITDA) below 3.5x, combined with a commitment from management to a financial policy supportive of leverage being sustained below 3.5x. - Alternatively, should FHI undertake actions that materially increased scale above $500 million in EBITDA (net of minority interest), Fitch could upgrade FHI to 'BB' if EBITDA leverage is sustained under 4.0x combined with a commitment from management to a financial policy supportive of leverage being sustained below 4.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Deterioration in industry fundamentals such that EBITDA is sustained below $250 million, with gross leverage sustained above 4.5x on a proportionally consolidated basis. - A deterioration in FHI's liquidity profile, either as result of sustained negative FCF generation or a shift to more aggressive capital allocation policies. LIQUIDITY AND DEBT STRUCTURE Ample Liquidity: Following several capital raises, Fanatics Holdings Inc. has ample cash on hand, with around $2.0 billion outstanding as of Dec. 31, 2022, and capacity of around $900 million on the revolving credit facilities at its various subsidiaries as of Dec. 31, 2022 and pro forma for the issuance at Collectibles. FHI issues debt out of its subsidiaries, with no upstream, downstream or cross guarantees between parent or subsidiaries. Variable interest rates are assumed to be in the 4% to 5% range across the rating horizon given the higher interest rate environment. The company is proposing the issuance of a $100 million secured cash flow revolving credit facility and $300 million secured term loan at its Fanatics Collectibles Intermediate Holdco, Inc. (Collectibles) subsidiary. Proceeds of the $300 million term loan A will support the paydown of the $300 million FHI intercompany note. The term loan and revolver will mature in April 2028. Assuming a successful close, the term loan and revolving credit facility will comprise the entirety of Collectibles' debt. The Collectibles subsidiary primarily sells trading cards and collectibles through wholesale, e-commerce and direct to consumer channels. In 2022, the segment generated revenue of around $1 billion with EBITDA margins in the mid-20% range before allocation of corporate overhead. The debt instruments Fitch rates at Collectibles benefit from the long-term nature of its contracts with sports organizations such as MLB, and EBITDA and revenue should experience good growth as Collectibles gains the exclusive rights to produce trading cards for the NBA and NFL in 2025 and 2026 respectively. On a pro forma basis, assuming the successful closure of the proposed debt issue, leverage at Collectibles would be around 1.5x based on 2022 EBITDA before corporate overhead allocation. At Commerce, there is a $495 million term loan B and $700 million ABL Facility (undrawn as of Dec. 31, 2022). The term loan facility matures on Nov. 23, 2028 and the ABL facility matures on Nov. 23, 2026. Fanatics Commerce Intermediate Holdco Inc. is the borrower for the term loan and ABL facility. At Lids there is a $225 million term loan and $300 million ABL facility that Fitch understands was around $190 million drawn as of Dec. 31, 2022. Lids Holdings, Inc. is the borrower for the term loan and ABL facility. Recovery: Fitch does not employ a waterfall recovery analysis for issuers assigned ratings in the 'BB' category. The further up the speculative grade continuum a rating moves, the more compressed the notching between the specific classes of issuances becomes. Fitch rates Fanatics Collectibles' proposed senior secured revolving credit facility and term loan 'BB+'/'RR1', indicating outstanding recovery prospects in the event of default. ISSUER PROFILE Fanatics Holdings, Inc. is a manufacturer and retailer of sports goods, headquartered in New York City. It operates through three primary subsidiaries: Commerce, Collectibles and Betting and Gaming. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch adjusts for non-cash, non-recurring, expenses by adding them back to historical EBITDA. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level 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 ----------- ------ -------- Fanatics Holdings, Inc. LT IDR BB- New Rating Fanatics Collectibles Intermediate Holdco, Inc. LT IDR BB- New Rating senior secured LT BB+ New Rating RR1 FGV FRESNO: Seeks to Tap Mogharebi-Ozen Co. as Real Estate Broker ----------------------------------------------------------------- FGV Fresno LP seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Mogharebi-Ozen Company as real estate broker. The Debtor needs a broker to sell its property consisting of 93 apartment units, located at 1544 East Fedora, Fresno, Calif. The broker will receive a commission of 2.75 percent to be split with any buyer's broker. Robin Kane, a real estate agent at Mogharebi-Ozen Company, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robin Kane Mogharebi-Ozen Company 8050 N. Palm Avenue, Suite 300 Fresno, CA 93711 Telephone: (559) 761-0020 Facsimile: (559) 449-1104 Email: Robin.Kane@Mogharebi.com About FGV Fresno FGV Fresno LP, a limited partnership in Irvine, Calif., is primarily engaged in renting and leasing real estate properties. FGV Fresno filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 23-10170) on Jan. 31, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Scott C. Clarkson oversees the case. The Debtor tapped Robert P Goe, Esq., at Goe Forsythe & Hodges, LLP as legal counsel. FINTHRIVE SOFTWARE: $460M Bank Debt Trades at 40% Discount ---------------------------------------------------------- Participations in a syndicated loan under which FinThrive Software Intermediate Holdings Inc is a borrower were trading in the secondary market around 60.3 cents-on-the-dollar during the week ended Friday, April 7, 2023, according to Bloomberg's Evaluated Pricing service data. The $460 million facility is a Term loan that is scheduled to mature on December 17, 2029. The amount is fully drawn and outstanding. FinThrive is a provider of revenue cycle management software solutions to the healthcare sector. FRASIER CONTRACTING: Creditors to Be Paid From Sale Proceeds ------------------------------------------------------------ Frasier Contracting, Inc., submitted an Amended Plan of Liquidation. This is a liquidating plan. The Court recently approved the Debtor's sale of business assets. The Debtor intends to finalize the sale of its business assets (business name, contacts, phone number, and business personal property); collect outstanding receivables; and, collect any potential court award it is entitled to in its pending state court action. The Debtor will have 45 days from the date of entry of the order approving the sale of its business assets to finalize a sale to Sky OneSource Corporation or its assigns. The net sale proceeds, after payment of all administrative expense claims and allowed secured claims, will be distributed pro-rata to creditors holding allowed unsecured claims. The Debtor also intends to distribute any award entered by the state court in Case No 2021-CA-000408, filed in the Circuit Court of the 10th Judicial Circuit, Polk County, Florida (the "State Court Action") to its general unsecured creditors on a pro-rata basis. This Plan proposes to pay creditors of the Debtor from the sale of the Debtor's assets, accounts receivable, any award of funds collected by the Debtor in the State Court Action, and a contribution by the Darryl L. Riley Irrecovable Trust if the Plan is confirmed. Under the Plan, Class 4 General Unsecured Creditors are impaired. The Trustee of the Darryl L. Riley Irrecovable Trust has agreed to contribute $350,000 of the Trust's funds, upon confirmation of the Debtor's Amended Plan of Liquidation, towards the Debtor's liquidating plan to ensure that the Debtor's priority claimants and administrative claimants are paid, and unsecured creditors with allowed claims receive a meaningful distribution. After the payment of all allowed priority and administrative claims, claimants with allowed unsecured claims shall receive a pro rata share of the funds available for distribution. Claimants with allowed unsecured claims will receive a pro rata share of the funds contributed by the Trust within 90 days of the Effective Date of the Plan. The Plan will be funded through the Debtor's collection of accounts receivable, the sale of the Debtor's business and personal property, as well as any settlement or award received by the Debtor in its pending State Court Action. Attorney for the Debtor: Buddy D. Ford, Esq. Jonathan A. Semach, Esq. Heather M. Reel, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, Florida 33615-3008 Telephone: (813) 877-4669 Office E-mail: All@tampaesq.com E-mail: Buddy@tampaesq.com Jonathan@tampaesq.com Heather@tampaesq.com A copy of the Disclosure Statement dated March 29, 2023, is available at https://bit.ly/3ZDuRV6 from PacerMonitor.com. About Frasier Contracting Frasier Contracting Inc. -- https://www.frasiercontracting.com -- is a Florida State Certified Class A general contracting company. Frasier Contracting filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-03776) on Sept. 15, 2022. In the petition signed by Matthew LaForest, president, the Debtor disclosed $1,253,075 in total assets and $1,025,407 in total liabilities. Amy Denton Mayer has been appointed as Subchapter V trustee. Judge Catherine Peek McEwen oversees the case. The Debtor tapped Buddy D. Ford, PA as bankruptcy counsel; Saunders Law Group as special counsel; and Hamic, Previte & Sturwold, PA, as accountant. FREE SPEECH: Jones Bought $4K Cryogenic Chamber, $100K on Guns -------------------------------------------------------------- Alex Jones, the conspiracy theorist and far-right InfoWars host, used his fortune to purchase a $4,000 cryogenic chamber and spent $100,000 on guns, according to a filing in a Texas bankruptcy court, reported on by The Daily Beast. Alia Shoaib of Insider reports that a cryotherapy chamber exposes the body to freezing dry air for several minutes for various claimed health benefits, including reducing pain and inflammation and helping with mental disorders. The scientific community is divided on the treatment's effectiveness. He also spent $54,000 on watches and cufflinks and three boats valued at more than $100,000. Jones and his company filed for bankruptcy protection last year after parents of Sandy Hook victims accused him of profiting off lies about the shooting, which included his claims that it was a hoax staged by actors. As a result, Jones and his company were hit with two defamation judgments totaling about $1.5 billion. Since then, Jones has faced accusations of trying to shield his fortune from legal threats. Jones claimed on his InfoWars show in December that he was "officially out of money, personally," per CBS News. "It's all going to be filed. It's all going to be public. And you will see that Alex Jones has almost no cash," he said. Despite evidence of a lavish lifestyle, the Thursday, March 30, 2023, filing might not provide an accurate picture of his fortune. The new filing comes after a judge ordered Jones to provide more accurate financial information, leading to the discovery of $4.8 million in undisclosed assets, increasing his overall wealth to $14.7 million. Jones reported earning roughly $38 million from InfoWars in 2021 and 2022. Thursday's, March 30, 2023, filing claims he has just over $200,000 in bank accounts and no stocks or bonds. The New York Times he was reported in March 2023 that Jones was transferring millions of dollars worth of his assets to friends and family in a move that appeared designed to protect his assets from the considerable Sandy Hook judgment. The judge presiding over the bankruptcy case of InfoWars' parent company said he was "troubled" on Monday after discovering that Jones had redirected $157,000, initially intended for InfoWars, for personal use. About Free Speech Systems Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. Free Speech Systems is a family-run business founded by Alex Jones. FSS is presently engaged in the business of producing and syndicating Jones' radio and video talk shows and selling products targeted to Jones' loyal fan base via the Internet. Today, FSS produces Alex Jones' syndicated news/talk show (The Alex Jones Show) from Austin, Texas, which airs via the Genesis Communications Network on over 100 radio stations across the United States and via the internet through websites including Infowars.com. Due to the content of Alex Jones' shows, Jones and FSS have faced an all-out ban of Infowars from mainstream online spaces. Shunning from financial institutions and banning Jones and FSS from major tech companies began in 2018. Conspiracy theorist Alex Jones has been sued by victims' family members over Jones' lies that the 2012 Sandy Hook Elementary School shooting was a hoax. Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet TV, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 22-60020) on April 18, 2022. The Debtors agreed to the dismissal of the Chapter 11 cases in June 2022 after the Sandy Hook victim families dismissed the three bankrupt companies from their lawsuits. Free Speech Systems filed a voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-60043) on July 29, 2022. In the petition filed by W. Marc Schwartz, as CRO, the Debtor reported assets and liabilities between $50 million and $100 million. Melissa A Haselden has been appointed as Subchapter V trustee. Alexander E. Jones filed for personal bankruptcy under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 4:22-bk-60043) on Dec. 2, 2022, listing $1 million to $10 million in assets against liabilities of $1 billion to $10 billion in liabilities. Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC, is FSS's counsel. Raymond W. Battaglia and Crowe & Dunlevy, P.C., led by Vickie L. Driver, Christina W. Stephenson, Shelby A. Jordan, and Antonio Ortiz are representing Alex Jones. FREEMANVILLE LIFEHOPE: Unsecureds to be Paid in Full in Plan ------------------------------------------------------------ Freemanville Lifehope House LLC filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Disclosure Statement describing Plan of Reorganization dated April 4, 2023. Debtor was formed in 2016 to acquire 12 acres of real property in Milton, GA (the "Real Property"). The principal owner (90%) is Scott Honan. In the beginning of 2019, a new home was drawn and permitted and construction started in the summer of 2019. In the second quarter of 2020 construction stalled due to Covid. In May 2021, Debtor sought financing through Civic Financial Services, LLC. The loan was closed, and renovations recommenced. Unfortunately, the COVIF pandemic then struck causing substantial delays and supply chain issues. The relocation of the power line was delayed for more than 10 months which prevented substantial work on the project. Eventually, the Debtor became delinquent on the loan with Civic, which then filed for foreclosure. On December 5, 2022, Debtor filed the present bankruptcy case to prevent the foreclosure, refinance the debt and pay its creditors. Class 9 consists of General Unsecured Claims. The timely filed, allowed claims of general, undisputed, liquidated, unsecured, non-priority creditors will be paid in full upon the refinancing of the loan with Civic Financial Services. The amount paid to holders in this class will satisfy their claims in full. This Class is unimpaired. The allowed unsecured claims total $75,000.00. Class 10 consists of Unsecured Disputed and/or un-liquidated claims for which no proof of claim was filed. These creditors will be paid 0% of the claims. This Class is impaired. Class 11 consists of Equity Security Holders. Shareholders will retain their equity interests except as follows: Upon refinancing of the debt with Civic Financial Services, the equity interest of Mike Metcalf shall be terminated without compensation or claim against Debtor or its principals. The result of this termination is that Scott Honan shall have 100% ownership of the Debtor. Debtor intends to refinance the loan and finish the construction project in order to pay all its creditors. A full-text copy of the Disclosure Statement dated April 4, 2023 is available at https://bit.ly/3UsdEwH from PacerMonitor.com at no charge. The Debtor is represented by: Ian M. Falcone, Esq. Falcone Law Firm, P.C. 363 Lawrence Street Marietta, GA 30060 Tel: (770) 426-9359 Email: Imffalconefirm.com About Freemanville Lifehope House Freemanville Lifehope House, LLC is primarily engaged in renting and leasing real estate properties. It is based in Alpharetta, Ga. Freemanville Lifehope House filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-59875) on Dec. 5, 2022. In the petition filed by its manager, Mark Allen, the Debtor reported between $1 million and $10 million in both assets and liabilities. The Debtor is represented by Ian M. Falcone, Esq., at The Falcone Law Firm, P.C. FULTON FILMS LLC: Seeks to Extend Plan Exclusivity to September 12 ------------------------------------------------------------------ Fulton Films, LLC asks the U.S. Bankruptcy Court for the Eastern District of New York to extend its exlusive periods to file a plan of reorganization and to secure acceptances thereof to September 12, 2023 and November 13, 2023, respectively. The Debtor explained that it requires additional time to file a plan of reorganization for the following reasons: (a) There are very large tax claims in favor of the creditor NYCTL 1998-2/MTAG and NYCTL 2019-A Trust MTAG (the "Trust"). The Debtor has filed a Motion objecting to the Trust's claims under 11 U.S.C. Section 502(b) and Bankruptcy Rule 3007. (b) The present case has only been pending for less than four months. The Debtor has attempted to have discussions with Counsel to the Trust to see if it can work on an amicable resolution with this entity, which is the Debtor's largest creditor. (c) The Debtor also recently filed an Application to fix a pre-petition bar date in order to ascertain the universe of claims against this Bankruptcy Estate. The Debtor's exclusive periods to file a plan of reorganization and to secure acceptances thereof currently expire on May 12, 2023 and July 11, 2023, respectively. Fulton Films, LLC is represented by: Michael Farina, Esq. LAW OFFICE OF RONALD D. WEISS, P.C. 734 Walt Whitman Road, Suite 203 Melville, NY 11747 Tel: (631) 271-3737 About Fulton Films Fulton Films, LLC is a Brooklyn-based company engaged in activities related to real estate. It is the fee simple owner of a real property located at 1156 Fulton St., Brooklyn, N.Y., with an appraised value of $960,000. Fulton Films filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 23-40094) on Jan. 12, 2023, with $963,845 in assets and $12,991,779 in liabilities. Florian Senfter, sole member of Fulton Films, signed the petition. Judge Elizabeth S. Stong oversees the case. Michael Farina, Esq., at Ronald D. Weiss, P.C. serves as the Debtor's legal counsel. GLOBAL MEDICAL: $1.94B Bank Debt Trades at 34% Discount ------------------------------------------------------- Participations in a syndicated loan under which Global Medical Response Inc is a borrower were trading in the secondary market around 66.1 cents-on-the-dollar during the week ended Friday, April 7, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.94 billion facility is a Term loan that is scheduled to mature on March 14, 2025. About $1.85 billion of the loan is withdrawn and outstanding. Global Medical Response Inc and GMR Buyer Corp provide emergency air medical services. GLOBAL MEDICAL: $1.98B Bank Debt Trades at 34% Discount ------------------------------------------------------- Participations in a syndicated loan under which Global Medical Response Inc is a borrower were trading in the secondary market around 66.1 cents-on-the-dollar during the week ended Friday, April 7, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.98 billion facility is a Term loan that is scheduled to mature on October 2, 2025. About $1.95 billion of the loan is withdrawn and outstanding. Global Medical Response Inc and GMR Buyer Corp provide emergency air medical services. GRADE A HOME: Seeks to Hire Tran Singh LLP as Bankruptcy Counsel ---------------------------------------------------------------- Grade A Home LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Tran Singh LLP to handle its Subchapter V case. The firm's current customary hourly rates generally range from $400 to $500 per hour for attorneys and $95 per hour for paraprofessionals. The firm received a pre-petition retainer in the amount of $20,000. Susan Tran Adams, a partner at Tran Singh, 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: Susan Tran Adams, Esq. Tran Singh, LLP 2502 La Branch St. Houston, TX 77004 Telephone: (832) 975-7300 Facsimile: (832) 975-7301 Email: stran@ts-llp.com About Grade A Home Grade A Home LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-30798) on March 6, 2023. In the petition signed by Muhammad Amir Sharif, member, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Susan Tran Adams, Esq., at Tran Singh, LLP serves as the Debtor's legal counsel. GREATER FELLOWSHIP: Gets OK to Hire Dilks Law Firm as Counsel ------------------------------------------------------------- Greater Fellowship Ministries, Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to employ Dilks Law Firm as its counsel. The firm will render these services: (a) represent the Debtor with regard to the filing of its Chapter 11 petition and schedules and in the prosecution of its Chapter 11 case with respect to its powers and duties in the continued management of its property; and (b) perform all legal services for the Debtor which may be necessary in connection with its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Attorney $295 Paralegal $100 Assistant $25 The firm received an advance payment of $14,358.79 from the Debtor for prepetition fees. Frank Falkner, Esq., an attorney at Dilks Law Firm, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Frank H. Falkner, Esq. Dilks Law Firm P.O. Box 34157 Little Rock, AR 72203 Telephone: (501) 244-9770 Facsimile: (888) 689-7626 Email: ldilks@dilkslawfirm.com frank@dilkslawfirm.com About Greater Fellowship Ministries Greater Fellowship Ministries, Inc., a tax-exempt religious organization, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 23-10710) on March 13, 2023. In the petition filed by Esau Watson, chief executive officer (CEO), the Debtor disclosed $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Bianca M. Rucker oversees the case. Frank H. Falkner, Esq., at Dilks Law Firm serves as the Debtor's counsel. GREELY LAND: Deal on Cash Collateral Access Thru April 30 OK'd -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized Greeley Land, LLC to use cash collateral on an interim basis in accordance with its agreement with Pathfinder 501, LLC and Pathfinder Crismon, LLC, through April 30, 2023. The Debtor is permitted to use cash collateral in accordance with the budget, with a 15% variance. As previously reported by the Troubled Company Reporter, Pathfinder 501 asserts a senior security interest in all of the Debtor's assets pursuant to a Deed of Trust, Assignment of Rents, and Security Agreement. Crismon also asserts an interest in the cash collateral that is junior to 501's interest pursuant to a Deed of Trust, Assignment of Rents, and Security Agreement. The Loan matured on November 1, 2021. On October 20, 2022, Pathfinder filed a Complaint and Verified Ex Parte Motion for Order Appointing Receiver in the District Court for Weld County, Case No. 2022CV30788. On October 24, 2022, the State Court appointed Randel Lewis of Foundation, Ltd. as Receiver. The Receiver did not take possession of the Property and instead managed the Debtor's cash, working with the Debtor's property management team. Specifically, the Receiver did not replace the Debtor's employees so the Debtor has continued to use its same property management company. The Court said the Debtor will provide Pathfinder with a complete accounting, on a monthly basis, of all revenue, expenditures, and collections through the filing of the Debtor's Monthly Operating Reports. A copy of the order is available at https://bit.ly/3ZGbrPo from PacerMonitor.com. About Greeley Land, LLC 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. GREENBOOK REALTY: Unsecureds Get Full Payment With Interest ----------------------------------------------------------- Greenbook Realty Partners LLC a Plan of Reorganization and a Disclosure Statement on March 29, 2023. The source of funds for the payments will be contributions from Debtor's members and the final payments under the Plan will come from the sale or refinancing of the Debtor's Property. Under the Plan, Class 5 General Unsecured Claims will be paid in full with interest accruing at the annual rate of 4.25% from the Effective Date. The Debtor shall pay the General Unsecured Creditors in full on or before the Class 4 Maturity Date. The Debtor scheduled the following as Holders of Class 5 Claims: (a) Annie Allen in the amount of $20,000; and (b) Mechanical Services Direct in the amount of $10,000. Class 5 is impaired. After the Confirmation Date, the Debtor is authorized to sell or refinance its assets free and clear of liens, claims and encumbrances. In the event the applicable assets are subject to secured claims, the Debtor is authorized to sell or refinance such property for any amount (a release amount) that is at least equal to the outstanding amount of Allowed Secured Claims securing such property "Release Amount." The Release Amount, after payment of customary closing costs including broker fees and other items customarily attributed to the seller (in a sale) and borrower (in a refinancing), shall be paid at closing as follows: (i) first to cover any ad valorem property taxes associated with the Real Property and (ii) then secured claims in order of priority, to the extent of available proceeds. Any net proceeds from any such sale available after closing shall be paid to fund Debtor's other obligations as set forth in the Plan. Attorneys for the Debtor: Leslie M. Pineyro, Esq. JONES & WALDEN LLC 699 Piedmont Avenue, NE Atlanta, GA 30308 Tel: (404) 564-9300 A copy of the Disclosure Statement dated March 29, 2023, is available at https://bit.ly/3ZvNNF7 from PacerMonitor.com. About Greenbook Realty Partners Greenbook Realty Partners, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-60619) on Dec. 30, 2022, with $500,001 to $1 million in both assets and liabilities. Judge Sage M. Sigler oversees the case. Leslie M. Pineyro, Esq., at Jones & Walden, LLC, represents the Debtor. GULF COAST: Taps Johnson Pope Bokor Ruppel & Burns as Counsel ------------------------------------------------------------- Gulf Coast Transportation, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Johnson Pope Bokor Ruppel & Burns, LLP as its counsel. The firm will render these services: (a) advise the Debtor with respect to its duties and obligations; (b) take necessary steps to analyze and pursue any avoidance actions, if in the best interest of the estate; (c) prepare legal papers required in this Chapter 11 case; (d) assist the Debtor in taking all legally appropriate steps to effectuate compliance with the Bankruptcy Code; and (e) perform all other legal services for the Debtor which may be necessary herein. Edward Peterson, Esq., an attorney at Johnson Pope Bokor Ruppel & Burns, currently charges at $450 per hour. Mr. Peterson 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: Edward J. Peterson, Esq. Johnson Pope Bokor Ruppel & Burns, LLP 401 E. Jackson Street, Suite 3100 Tampa, FL 33602 Telephone: (813) 225-2500 Email: epeterson@jpfirm.com About Gulf Coast Transportation Gulf Coast Transportation, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00872) on March 8, 2023. In the petition signed by Justin Morgaman, vice president, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Roberta A. Colton oversees the case. Edward J. Peterson, Esq., at Johnson, Pope, Bokor Ruppel & Burns, LLP, represents the Debtor as legal counsel. GUNITE MASTERS: Sale of 2022 Ford F750 Truck for $63K Approved -------------------------------------------------------------- Gunite Masters of Texas, LLC, received approval from Judge Jeffrey P. Norman of the U.S. Bankruptcy Court for the Southern District of Texas to sell its 2022 Ford F750 truck, VIN xxx03095, for $63,000 to fully pay off Ford Credit account number xxx9358. The Debtor must pay the amount of $1,500 to the counsel for Harris County and Cypress-Fairbanks Independent School District to be applied to ad valorem taxes owed by the Debtor and secured by the personal property of the Debtor and to use any excess proceeds in its operations. The Debtor must pay the amount of $60,489.16 to Ford on April 3, 2023, to the address listed on the payoff letter at docket #89-1. Upon such payments in good and sufficient funds that the sale of the Vehicle will be free and clear of any liens and claims of Harris County and Cypress-Fairbanks Independent School District and Ford and that the objections at docket #94 and #95 are satisfied and Harris County and Cypress-Fairbanks Independent School District and Ford have agreed to the entry of the Order. About Gunite Masters of Texas Gunite Masters of Texas, LLC, a Houston-based company, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 22-33705) on Dec. 12, 2022. In the petition signed by its chief operating officer, Scott Hebert, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Jeffrey P. Norman oversees the case. The Debtor tapped Reese W. Baker, Esq., at Baker and Associates as legal counsel and Wajid Lodhi, a certified public accountant practicing in Texas. HAIRY DEALINGS: Court OKs Cash Collateral Access Thru May 18 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Hairy Dealings, Inc., to use cash collateral on an agreed second interim basis, through May 18, 2023. The Court will hold another hearing that day on the Debtor's continued cash collateral access. The Court previously authorized the Debtor to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through April 6, 2023. The Debtor requires the use of cash collateral to fund ordinary business operations and necessary expenses in accordance with the cash budget. In an order dated April 3, a copy of which is available at https://bit.ly/3m5mELz from PacerMonitor.com, the Debtor was permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the Subchapter V Trustee, payroll obligations incurred post-petition in the ordinary course of business, and $208 for employee onboarding costs (if necessary); (b) the current and necessary expenses set forth in the budget; and (c) additional amounts as may be expressly approved in writing by The Huntington National Bank. Huntington National Bank will have a perfected postpetition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor is also directed to maintain insurance coverage for its property in accordance with the obligations under all applicable loan and security documents. About Hairy Dealings, Inc. Hairy Dealings, Inc. is a closely held Florida limited liability company formed in 2019 for the purpose of acquiring and operating a "Tune Up, The Manly Salon" franchise in Tampa, Florida. The Debtor offers a unique haircut experience and full menu of modern men's salon services, which also include complimentary cocktails or beer with every visit. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00782) on March 1, 2023. In the petition signed by Johnnie R. Tilghman, president, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Catherine Peek McEwen oversees the case. Daniel A Velasquez, Esq., at Latham, Luna, Eden & Beaudine, LLP, serves as counsel to the Debtor. HEADQUARTERS INVESTMENTS: $15.5M Sale of Orlando Properties Denied ------------------------------------------------------------------ Judge Grace E. Robson of the U.S. Bankruptcy Court for the Middle District of Florida denies as moot Headquarters Investments, LLC's sale of real and personal property located at (i) 2000 N Orange Avenue, Orlando, FL 32804, and (ii) 321 E Yale Street, Orlando, FL, to Amnion Longwood, LLC, for $15.5 million, free and clear of all liens, claims, and interests. A hearing on the Motion was held on March 22, 2023, at 10:00 a.m. About Headquarters Investments Headquarters Investments, LLC owns certain real property located at 2000 N Orange Avenue, Orlando, FL, 2008 N Orange Avenue, Orlando, FL, 2010 N Orange Avenue, Orlando, FL; 316 E Harvard Street, Orlando, FL; and 321 E Yale Street, Orlando, FL (collectively, the "Property"). The Debtor filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04542) on Dec. 27, 2022. In the petition filed by Timothy F. Majors as manager, the Debtor reported assets between $10 million and $50 million and liabilities between $50 million and $100 million. Judge Grace E. Robson oversees the case. The Debtor is represented by Latham, Luna, Eden & Beaudine, LLP. HIE HOLDINGS: Trustee's Oahu Auction Sale of Hawaiian Assets Okayed ------------------------------------------------------------------- Judge Robert J. Faris of the U.S. Bankruptcy Court for the District of Hawaii authorized Elizabeth Kane, the Chapter 11 trustee for HIE Holdings, Inc., to sell all tangible personal property of the Debtor Hawaiian Isles Kona Coffee Co., Ltd., located at the Debtor's warehouse premises at 91-60 Makakole St., Kapolei, HI 96707, using the services of Oahu Auctions, either in bulk or as individual items as circumstances warrant. The Trustee is authorized to sell the property utilizing the services of Oahu Auctions, and to pay the auctioneer from the proceeds of the sales follows: a. Sale of All Assets in the Aggregate to a Single BuyerR (5%). Oahu Auctions will actively market and promote the existing entities in their entirety to seek potential buyers. Conduct an online auction with a mutually agreed-upon starting bid amount for all assets in the aggregate; or alternatively sell all assets in the aggregate at a mutually agreed-upon price to a single buyer via a private, non-auction sale. Commission of 5% of overall sale price. b. Conduct an Online Auction and Sale of Assets (20%). Does not include disposal or cleanup of loose trash, unwanted machinery, equipment, abandoned items from the auction, etc. Oahu Auctions will strategically "lot" and bundle less-desirable items with more desirable ones to minimize disposal costs. Commission of 20% to Oahu Auctions. c. Conduct an Online Auction and Sale of Assets, Includes Some Disposal (25%). Oahu Auctions absorbs $10,000 in costs associated with disposal of loose trash and unwanted machinery, equipment, abandoned items from the auction, etc. Additional disposal fees will be deducted from net auction proceeds. Oahu Auctions will coordinate disposal of aforementioned items. Commission of 25% to Oahu Auctions. The Auctioneer will turn over to the trustee the net proceeds of the sale after payment of his compensation. There will be no stay of the Order under Fed. R. Bankr. P. 6004(h). 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. HYRECAR INC: Seeks to Hire Cole Schotz PC as Local Counsel ---------------------------------------------------------- HyreCar, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Cole Schotz PC as its local counsel. The firm will render these services: (a) advise the Debtor of its powers and duties; (b) advise the Debtor with respect to the Local Rules and local practices and procedures; (c) take all necessary actions to protect and preserve the Debtor's estate; (d) prepare legal papers; (e) advise the Debtor concerning and prepare and/or review responses to applications, motions, other pleadings, notices, and other papers; (f) prepare notices of agenda, certificates of no objections, certifications of counsel, and notices of motions, applications, and hearings; (g) attend meetings and negotiate with representatives of creditors and other parties in interest, appear at court hearings, and advise the Debtor on the conduct of the Chapter 11 case; (h) take all necessary actions in connection with any Chapter 11 plan and related disclosure statement; (i) monitor the docket for filing deadlines and hearing dates, maintain a critical dates calendar, and coordinate with co-counsel on pending matters; (j) serve as conflicts counsel on certain matters where needed and as the same may arise during the course of this Chapter 11 case; and (k) perform all other necessary legal services in connection with the prosecution of this Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Members $475 - $1,200 Special Counsel $300 - $730 Associates $325 - $570 Paralegals $245 - $410 Litigation Support Specialists $380 - $475 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, Cole Schotz received a retainer and payments, totaling $70,000. To date, $27,420 in fees and expenses has been applied to outstanding balances existing as of the petition date. The remaining $42,580 constitutes a security retainer for Cole Schotz's post-petition services. The firm also provided the following in response to the request for additional information set forth in Paragraph D.1. of the Revised U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Cole Schotz professionals working on this matter will bill at Cole Schotz's standard hourly rates. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Cole Schotz represented the client for less than one month during the 12-month period prepetition. The material financial terms for the prepetition engagement remained the same as the engagement was hourly based. The billing rates and material financial terms for the post-petition period remain the same as the prepetition period. The standard hourly rates of Cole Schotz are subject to periodic adjustment in accordance with the firm's practice. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The Debtor and its professionals are currently in the process of formulating a detailed budget that is consistent with the form of budget attached as Exhibit C-1 to the Revised U.S.T. Guidelines, recognizing that in the course of a case like this Chapter 11 case, it is highly likely that there may be a number of unforeseen fees and expenses that will need to be addressed by the Debtor and its professionals. Andrew Roth-Moore, Esq., a member at Cole Schotz, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Andrew J. Roth-Moore, Esq. Cole Schotz PC 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Telephone: (302) 652-3131 Email: aroth-moore@colescotz.com About HyreCar Inc. HyreCar Inc. is a nationwide leader operating a carsharing marketplace for ridesharing and food and package delivery nationwide via its proprietary technology platform. HyreCar filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10259) on Feb. 25, 2023, with $1 million to $10 million in both assets and liabilities. Mark Allen, manager, signed the petition. The Debtor tapped Greenberg Glusker Fields Claman & Machtinger LLP and Cole Schotz, PC as legal counsel; and Zukin Partners, LLC as investment banker. Donlin, Recano & Company, Inc. is the claims and noticing agent and administrative advisor. HYRECAR INC: Seeks to Hire Greenberg Glusker as Bankruptcy Counsel ------------------------------------------------------------------ HyreCar, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Greenberg Glusker Fields Claman & Machtinger LLP as its counsel. The firm will render these services: (a) advise the Debtor of its powers and duties in the continued operation of its business and the potential sale of its assets; (b) assist the Debtor in preparing its schedules and statements of financial affairs; (c) prepare legal documents; (d) advise the Debtor with respect to, and assist in the negotiation and documentation of, financing agreements and related transactions; (e) prepare documents in connection with and pursue the sale of substantially all the Debtor's assets under section 363 of the Bankruptcy Code; (f) take all necessary actions to protect and preserve the Debtor's estate; (g) prepare, file, and pursue approval of the Debtor's disclosure statement and confirmation of its Chapter 11 plan, if applicable; (h) represent the Debtor in matters with and before the United States Trustee; and (i) perform all other legal services for and on behalf of the Debtor that may be necessary or appropriate in the administration of its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Brian L. Davidoff, Partner $815 Keith Patrick Banner, Partner $675 Jonathan Shenson, Partner $725 Hannah Waldman, Associate $375 In addition, the firm will seek reimbursement for expenses incurred. Greenberg Glusker received a prepetition retainer in the amount of $25,000, which was supplemented by a $7,500 payment on February 24, 2023. The firm received a further payment of $24,500 on February 24, 2023. As of the petition date, the Debtor did not owe Greenberg Glusker any amounts for legal services rendered prepetition. The firm also provided the following in response to the request for additional information set forth in Paragraph D.1. of the Revised U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Greenberg Glusker represented the client for approximately 3 weeks prior to the Petition Date. The billing rates and material financial terms for the prepetition engagement remained the same as the prepetition period. The standard hourly rates of Greenberg Glusker are subject to periodic adjustment in accordance with the firm's practice. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The Debtor and its professionals are currently in the process of formulating a detailed budget that is consistent with the form of budget attached as Exhibit C-1 to the Revised U.S.T. Guidelines, recognizing that in the course of a case like this Chapter 11 case, it is highly likely that there may be a number of unforeseen fees and expenses that will need to be addressed by the Debtor and its professionals. Brian Davidoff, Esq., a partner at Greenberg Glusker, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian L. Davidoff, Esq. Greenberg Glusker Fields Claman & Machtinger LLP 2049 Century Park East, Suite 2600 Los Angeles, CA 90067 Telephone: (310) 201-7520 Email: BDavidoff@ggfirm.com About HyreCar Inc. HyreCar Inc. is a nationwide leader operating a carsharing marketplace for ridesharing and food and package delivery nationwide via its proprietary technology platform. HyreCar filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10259) on Feb. 25, 2023, with $1 million to $10 million in both assets and liabilities. Mark Allen, manager, signed the petition. The Debtor tapped Greenberg Glusker Fields Claman & Machtinger LLP and Cole Schotz, PC as legal counsel; and Zukin Partners, LLC as investment banker. Donlin, Recano & Company, Inc. is the claims and noticing agent and administrative advisor. HYRECAR INC: Taps Donlin Recano & Company as Administrative Advisor ------------------------------------------------------------------- HyreCar, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Donlin, Recano & Company, Inc. as administrative advisor. The firm will render these services: (a) assist with, among other things, any required solicitation, balloting, and tabulation and calculation of votes, as well as preparing any appropriate reports, as required in furtherance of confirmation of Chapter 11 plan; (b) generate an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; (c) in connection with the balloting services, handle requests for documents from parties in interest; (d) gather data in conjunction with the preparation, and assist with the preparation, of the Debtor's schedules of assets and liabilities and statements of financial affairs; (e) provide a confidential data room, if requested; (f) manage and coordinate any distributions pursuant to a confirmed Chapter 11 plan; and (g) provide such other claims processing, noticing, solicitation, balloting, and administrative services. The firm intends to apply to the court for allowance of compensation and reimbursement of expenses incurred after the petition date in connection with the administrative services rendered under the services agreement. Prior to the petition date, the Debtor provided the firm a retainer in the amount of $15,000. Nellwyn Voorhies, an executive director at Donlin, Recano & Company, 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: Nellwyn Voorhies Donlin, Recano & Company, Inc. 48 Wall Street New York, NY 10016 Telephone: (619) 346-1628 Email: nvoorhies@donlinrecano.com About HyreCar Inc. HyreCar Inc. is a nationwide leader operating a carsharing marketplace for ridesharing and food and package delivery nationwide via its proprietary technology platform. HyreCar filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10259) on Feb. 25, 2023, with $1 million to $10 million in both assets and liabilities. Mark Allen, manager, signed the petition. The Debtor tapped Greenberg Glusker Fields Claman & Machtinger LLP and Cole Schotz, PC as legal counsel; and Zukin Partners, LLC as investment banker. Donlin, Recano & Company, Inc. is the claims and noticing agent and administrative advisor. IAA INC: Moody's Withdraws 'Ba3' CFR on Ritchie Bros. Transaction ----------------------------------------------------------------- Moody's Investors Service has withdrawn all ratings of IAA, Inc. including the Ba3 corporate family rating, the Ba3-PD probability of default rating and the SGL-1 speculative grade liquidity rating. This rating action follows the completion of the acquisition of IAA by Ritchie Bros. Auctioneers Incorporated on March 20, 2023. RATINGS RATIONALE Following the completion of the acquisition of IAA, all amounts outstanding under the company's $500 million senior notes due 2027 have been redeemed in full. Consequently, Moody's has withdrawn the ratings of IAA. Withdrawals: Issuer: IAA, Inc. Corporate Family Rating, Withdrawn, previously rated Ba3 Probability of Default Rating, Withdrawn, previously rated Ba3-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-1 Outlook Actions: Issuer: IAA, Inc. Outlook, Changed To Rating Withdrawn From Stable IAA, Inc. is a leading provider of auction services for total loss, damaged and low value vehicles. IAA operates online marketplaces for buyers and sellers of salvage vehicle and related services, such as transportation, inspection, valuation, titling, and other. IMMANUEL SOBRIETY: Seeks to Hire Crystle J. Lindsey as Counsel -------------------------------------------------------------- Immanuel Sobriety, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Crystle J. Lindsey as its general bankruptcy counsel. The firm will render these services: (a) advise the Debtor with respect to its rights, powers, and duties under Sections 1107 and 1108 of the Bankruptcy Code; (b) advise the Debtor with respect to all general administrative matters in the Bankruptcy case; (c) represent the Debtor at all hearings before the United States Bankruptcy Court; (d) prepare on the Debtor's behalf all necessary schedules and amendments thereto, reports, applications, pleadings, and orders; (e) advise the Debtor regarding matters of bankruptcy law; (f) represent the Debtor with regard to all contested matters; (g) represent the Debtor with regard to the negotiation, preparation, and implementation of a Chapter 11 plan of reorganization, if appropriate; (h) negotiate with the Debtor's creditors and lessors regarding the validity, amount, and payment of claims; (i) object to claims as may be appropriate; and (j) perform any other legal services for the Debtor as may be necessary. Prior to the petition date, the Debtor paid the firm a retainer of $18,500. The hourly rates of the firm's counsel and staff are as follows: Crystle J. Lindsey $450 Paraprofessionals $250 Legal Assistants $150 - $175 Crystle Lindsey, Esq., principal and owner, 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: Crystle J. Lindsey, Esq. Law Offices of Crystle J. Lindsey Keen-Summit Capital Partners LLC 453 S. Spring St., Suite 400 Los Angeles, CA 90013 Telephone: (310) 882-1863 Email: crystle27@icloud.com About Immanuel Sobriety Immanuel Sobriety Inc. provides drug and alcohol rehabilitation programs and treatment services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10806) on March 2, 2023. In the petition signed by Elizabeth Reid, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Wayne Johnson oversees the case. The Law Office of Crystle J. Lindsey represents the Debtor as legal counsel. INLAND BOAT: Amends Westover Secured Claim Pay Details ------------------------------------------------------ Inland Boat Club, LLC, submitted a Modified Plan of Reorganization under Subchapter V. The Plan contemplates the sale of most of the Debtor's Assets to the Purchaser. The proceeds from the sale and certain retained Assets will be used to make required distributions to creditors under the Plan, to fund the litigation involved with Avoiding Actions and claims disputes, and to pay for the administration of the Plan, including distributions to creditors. The Plan and a separate auction and sale motion being filed by the Debtor contemplate the sale of the Debtor's Assets. The Sale Proceeds, which should be approximately $4,500,000 from the Sale of Assets and other Assets of the Debtor that are not being sold to the Purchaser are sufficient to pay most Allowed Secured Claims, Allowed Administrative and Priority Claims, provide funds for the Reorganized Debtor and Subchapter V Trustee to dispute claims made by certain parties asserting claims against the Debtor and causes of action including Avoiding Actions, and to make a meaningful distribution to Allowed Unsecured Claims. The data and analysis demonstrate that, assuming the Sale closes, the Debtor will be able to satisfy Allowed Secured Claims and Allowed Priority Claims in full while providing an estimated and meaningful distribution of about (17%) to holders of Allowed Unsecured Claims. Holders of Equity Interests in the Debtor will receive no distribution and retain nothing on account of their Equity Interests unless the Sale of most of the Assets results in a much higher sale amount or if Avoiding Actions and other litigation result in higher recoveries than anticipated. Class 1A consists of the Secured Claim of Westover. The Debtor believes that the Allowed Class 1A Secured Claim will be $3,670,000, based on value attributed to the collateral on which it holds a first lien priority and application of the $230,000 from the sale of the Nautilus G23 Paragon. Westover and the Debtor have agreed that Westover will purchase most of the Assets of the Debtor, including the Boats, and the Westover MOU provides that Westover's purchase consideration will consist of a credit bid for the Boats and related equipment in the amount of $3,450,000 and a cash payment of $1,050,000, for a total consideration of $4,500,000. If another bidder submits a higher bid, Westover's Allowed Secured Claim will be paid in cash. Pursuant to Section 1123(b)(3)(A) of the Bankruptcy Code, the Debtor proposes to settle any dispute or objection to the claim of Westover as part of the confirmation process. Such settlement consists of any claim or cause of action which has been or could be asserted on behalf of the Debtor's estate, including equitable subordination claims. It also includes a settlement of all claims or theories asserted in the Objection to Claim filed by Creditors Adam Lee and Casey Warren, as well as such claims included in the adversary proceedings styled as Inland Boat v. Lee, et al. Adv. Proc. No. 22-2071 (the "Adversary Proceeding"). To the extent necessary, the Debtor will present evidence supporting this Settlement at the Confirmation Hearing on the Plan. The points of settlement consist of: 1) resolution of objections to the claim of Westover which has been or might be asserted by the Debtor and also including Westover amending its Claim to reflect amounts due on the Petition Date, 2) the successful purchase of Debtor's assets under the Auction Motion by the Westover Stalking Horse Bidder 3) waiver of the Westover Stalking Horse Bidder to seek any deficiency from its secured claim against the Debtor's estate provided the Debtor's estate does not include the real property located at 167 South 1150 West, Farmington, Utah (the "McKenzie Property"), 4) waiver of any claims by the Debtor's estate that Westover is required to marshal its security or otherwise proceed against the McKenzie Property to collect the balance of its claim, 5) a release by the Debtor of the parties identified in Section D4 of the MOU and such release explicitly including Michael Lewis, Rock Canyon Bank, Hillcrest Bank, a division or NBH Bank, Westover, the Westover Stalking Horse Bidder, Charles Westover and the Charles D. Westover Revocable Trust, 6) allowance of the credit bid by the Westover Stalking Horse Bidder as part of the auction process under the Auction Motion, 7) the Order approving Confirmation of the Plan to include the foregoing points of compromise and settlement. Westover retains the right to waive the release requirement set forth above or any part thereof. Again, the Settlement comprised in this subsection shall only apply to the extent the Westover Stalking Horse Bidder is the successful purchaser of Debtor's assets pursuant to the Auction Motion and process, and nothing herein shall be construed as Westover's waiver of any claims Westover may have against non-debtor parties or their property, including the McKenzie Property, for amounts due on its claim beyond those credit bid or allowed in this case. Like in the prior iteration of the Plan, Debtor has projected that holders of General Unsecured Claims will receive approximately 17% of the amount of their Allowed General Unsecured Claims. The funds required for the confirmation and performance of this Plan shall be provided from: (a) the credit bid of Westover, if it is the prevailing bidder, which has the effect of reducing the Allowed Secured Claim of Westover and is equivalent to cash; (b) cash proceeds of the Sale of the Debtor's Assets; (c) all other funds held by the Debtor as property of the estate on the date distributions begin under this Plan; and (d) recoveries by the Debtor, the Reorganized Debtor, the Subchapter V Trustee, and the Insider Litigation Trustee in Avoiding Actions pursued before and/or after confirmation of the Plan. Most of the Debtor's Assets are to be sold to the Purchaser pursuant to the Sale, either pursuant to the Confirmation Order or the Sale Order. The Sale should provide sufficient funds to Pay (or satisfy through credit bid) Allowed Secured Claims, Allowed Administrative Expense Claims, and Allowed Priority Claims, and to pay Professional Claims incurred in pursuing objections to Claims and in litigation, including Avoiding Actions. A full-text copy of the Modified Subchapter V Plan dated April 4, 2023 is available at https://bit.ly/418ipO8 from PacerMonitor.com at no charge. Attorneys for the Debtor: Kenneth L. Cannon II, Esq. Penrod W. Keith, Esq. Dentons Durham Jones Pinegar, P.C. 111 South Main Street, Suite 2400 P.O. Box 4050 Salt Lake City, UT 84110-4050 Telephone: (801) 415-3000 Facsimile: (801) 415-3500 Email: Kenneth.Cannon@dentons.com Penrod.Keith@dentons.com About Inland Boat Club Inland Boat Club, LLC -- https://www.inlandboatclub.com/ -- is a boat club for avid boaters and water sport enthusiasts. It is based in Lindon, Utah. Inland Boat Club sought bankruptcy protection under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 22-21879) on May 20, 2022, listing as much as $10 million in both assets and liabilities. D. Ray Strong of Berkeley Research Group serves as Subchapter V trustee. Judge R. Kimball Mosier oversees the case. Kenneth L. Cannon, II, Esq., and Penrod W. Keith, Esq., at Dentons Durham Jones Pinegar P.C., are the Debtor's bankruptcy attorneys. INVACARE CORP: Unsecureds Owed $60M Get 3.6% to 5% in Plan ---------------------------------------------------------- Invacare Corporation, et al., submitted a First Amended Disclosure Statement for the First Amended Joint Chapter 11 Plan. Beginning in November 2022, the Company and its advisors began to engage with certain key prepetition stakeholders on the terms of a more comprehensive restructuring resolution. Unfortunately, during the same period, the Company's North American liquidity position continued to worsen, and the Company determined that exploring an in-court process would be the most value-maximizing alternative available. Accordingly, the Debtors and their advisors continued comprehensive restructuring negotiations with their major creditor constituencies, including Highbridge Capital Management, LLC ("Highbridge"), the ABL Lenders (as defined herein), and an ad hoc group of certain holders of Unsecured Notes (the "Ad Hoc Committee of Noteholders"). Extensive negotiations and discussions culminated in the prearranged deal memorialized in the restructuring support agreement (the "Restructuring Support Agreement") agreed to by Highbridge, the ABL Lenders, the Ad Hoc Committee of Noteholders (which consists of holders of over 66.67% in aggregate outstanding principal amount of the Unsecured Notes), and Azurite Management LLC (in its capacity as an Unsecured Noteholder). The Restructuring Support Agreement provides the Debtors with a clear roadmap for the Chapter 11 Cases, a commitment for $60 million of new capital through an equity rights offering (which amount has since been increased to $75 million), and an actionable plan for deleveraging Invacare's balance sheet by approximately $240 million. In parallel, the Debtors also explored additional financing options to fund the Chapter 11 Cases, canvassing the market and engaging in DIP financing negotiations with the Term Loan Lenders (as defined herein) and the ABL Lenders. The Debtors' prepetition market check ultimately did not yield any actionable third-party financing proposals. Accordingly, as part of the Restructuring Support Agreement, the Debtors negotiated the terms of the consensual use of cash collateral and two debtor-in-possession financing facilities (the "DIP Facilities") that provide for a: * $70 million debtor-in-possession term loan financing facility (the "DIP Term Loan Facility"), comprised of new money term loans in an aggregate principal amount of up to $35 million (the "DIP New Money Term Loans") and the conversion of up to $35 million in aggregate principal amount of term loans outstanding under the Term Loan Facility (as defined herein) (the "DIP Roll-Up Term Loans"); and | * $17.4 million debtor-in-possession revolving credit facility (the "DIP ABL Facility"), comprised of $11.6 million in undrawn commitments and a $5.8 million roll-up and conversion of drawn revolving commitments under the ABL Facility (as defined herein). Since the Petition Date, the Debtors have developed the Restructuring Support Agreement into the Plan. The Plan places Claims and Interests into various Classes and specifies the treatment of each Class under the Plan: * Class 1 (Other Secured Claims): Except to the extent that a Holder of an Allowed Other Secured Claim agrees in writing to less favorable treatment, in exchange for the full and final satisfaction, settlement, release, and discharge of its Allowed Other Secured Claim, each Holder of an Allowed Other Secured Claim shall receive, at the option of the applicable Debtor or Reorganized Debtor and with the reasonable consent of the Consenting Term Loan Lender and the Consenting Secured Noteholders: (i) payment in full in Cash in an amount equal to its Allowed Other Secured Claim, (ii) the collateral securing its Allowed Other Secured Claim, (iii) Reinstatement of its Allowed Other Secured Claim, or (iv) such other treatment rendering its Allowed Other Secured Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code. * Class 2 (Other Priority Claims): Except to the extent that a Holder of an Allowed Other Priority Claim agrees in writing to less favorable treatment, in exchange for the full and final satisfaction, settlement, release, and discharge of its Allowed Other Priority Claim, each Holder of an Allowed Other Priority Claim shall receive, at the option of the applicable Debtor or Reorganized Debtor and with the reasonable consent of the Consenting Term Loan Lender and the Consenting Secured Noteholders: (i) payment in full in Cash or (ii) such other treatment rendering such Claim Unimpaired in accordance with section 1129(a) of the Bankruptcy Code. * Class 3 (Term Loan Claims): On the Effective Date, except to the extent that a Holder of an Allowed Term Loan Claim agrees in writing to less favorable treatment, in exchange for the full and final satisfaction, settlement, release, and discharge of its Allowed Term Loan Claim, each Holder of an Allowed Term Loan Claim shall receive on the Effective Date (i) with respect to Allowed Term Loan Claims representing principal amounts owed, its Pro Rata share of the Exit Term Loan Facility and (ii) with respect to all other Allowed Term Loan Claims, payment in full in Cash. For the avoidance of doubt, this will include the payment in Cash on the Effective Date of all outstanding fees and expenses of the Term Loan Agent, including legal fees and expenses, to the extent they have not otherwise been paid. * Class 4 (Secured Notes Claims): On the Effective Date, except to the extent that a Holder of an Allowed Secured Notes Claim agrees in writing to less favorable treatment, in exchange for the full and final satisfaction, settlement, release, and discharge of its Allowed Secured Notes Claim, each Holder of an Allowed Secured Notes Claim shall receive (i) with respect to Allowed Secured Notes Claims representing principal amounts owed, its Pro Rata share of the Exit Secured Convertible Notes and (ii) with respect to all other Allowed Secured Notes Claims, payment in full in Cash; provided that, if applicable pursuant to and in accordance with Article IV.C.3 of the Plan, such Holder will also receive its Pro Rata share of the applicable portion of the Excess New Money in Cash. For the avoidance of doubt, this will include the payment in Cash on the Effective Date of all outstanding fees and expenses of the Secured Notes Trustee, including legal fees and expenses, to the extent they have not otherwise been paid. * Class 5 (Unsecured Notes Claims): On the Effective Date, except to the extent that a Holder of an Allowed Unsecured Notes Claim agrees in writing to less favorable treatment, each Unsecured Notes Claim shall be discharged and released, and each Holder of an Allowed Unsecured Notes Claim shall receive, in full and final satisfaction, settlement, release and discharge of and in exchange for each Allowed Unsecured Notes Claim, its Pro Rata share of: - the Unsecured Noteholder Rights, in accordance with the Rights Offering Procedures; - with respect to any Residual Unsecured Notes Claims, its share (on a Pro Rata basis with other Holders of Allowed Unsecured Notes Claims and Holders of Allowed General Unsecured Claims that select the Class 6 Equity Option) of 100% of the New Common Equity after the distribution of the New Common Equity on account of the Backstop Commitment Premium (subject to dilution on account of the Exit Secured Convertible Notes, the New Convertible Preferred Equity, the Backstop Commitment Premium, and the Management Incentive Plan); and - the distributions in respect of its Litigation Trust Interests, to the extent provided in Article IV.C.K of the Plan. * Class 6 (General Unsecured Claims): On the Effective Date, except to the extent that a Holder of an Allowed General Unsecured Claim agrees in writing to less favorable treatment, each General Unsecured Claim shall be discharged and released, and each Holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction, settlement, release and discharge of and in exchange for each Allowed General Unsecured Claim, either (x) (i) if such Holder of an Allowed General Unsecured Claim does not elect to receive the Class 6 Equity Option, the GUC Cash Settlement and (ii) its Pro Rata share of the distributions in respect of its Litigation Trust Interests, to the extent provided in Article IV.K of the Plan; or (y) if such Holder of an Allowed General Unsecured Claim elects to receive the Class 6 Equity Option in lieu of the GUC Cash Settlement, its share (on a Pro Rata basis with Holders of Allowed Unsecured Notes Claims in respect of their Residual Unsecured Notes Claims and other Holders of Allowed General Unsecured Claims that select the Class 6 Equity Option) of 100% of the New Common Equity after the distribution of the New Common Equity on account of the Backstop Commitment Premium (subject to dilution on account of the Exit Secured Convertible Notes, the New Convertible Preferred Equity, and the Management Incentive Plan); and (z) its Pro Rata share of the distributions in respect of its Litigation Trust Interests, to the extent provided in Article IV.K of the Plan. * Class 7 (Intercompany Claims): Subject to the Restructuring Transactions Memorandum, each Allowed Intercompany Claim shall be Reinstated, distributed, contributed, set off, settled, cancelled and released, or otherwise addressed at the election of the Reorganized Debtors, with the reasonable consent of the Consenting Term Loan Lender, the Consenting Secured Noteholder and the Consenting Unsecured Noteholders, without any distribution. * Class 8 (Intercompany Interests): Subject to the Restructuring Transactions Memorandum, each Intercompany Interest shall be Reinstated, distributed, contributed, set off, settled, cancelled and released, or otherwise addressed at the election of the Reorganized Debtors, with the reasonable consent of the Consenting Term Loan Lender, the Consenting Secured Noteholder and the Consenting Unsecured Noteholders, without any distribution. * Class 9 (Existing Equity Interests): On the Effective Date, and without the need for any further corporate or limited liability company action or approval of any board of directors, board of managers, members, shareholders or officers of any Debtor or Reorganized Debtor, as applicable, all Existing Equity Interests shall be discharged, cancelled, released, and extinguished without any distribution, and will be of no further force or effect, and each Holder of an Existing Equity Interest shall not receive or retain any distribution, property, or other value on account of such Existing Equity Interest. * Class 10 (Section 510(b) Claims): On the Effective Date, all Section 510(b) Claims shall be cancelled, released, discharged, and extinguished as of the Effective Date and will be of no further force or effect, and each Holder of a Section 510(b) Claim shall not receive or retain any distribution, property, or other value on account of its Section 510(b) Claim. Under the Plan, Class 5 Unsecured Notes Claims total $222.957 million and will recover 3.6% to 3.9% of their claims. Each Holder of an Allowed Unsecured Notes Claim will receive its Pro Rata share of: (x) the Unsecured Noteholder Rights, in accordance with the Rights Offering Procedures; (y) with respect to any Residual Unsecured Notes Claims, its share (on a Pro Rata basis with other Holders of Allowed Unsecured Notes Claims and Holders of Allowed General Unsecured Claims that select the Class 6 Equity Option) of 100% of the New Common Equity after the distribution of the New Common Equity on account of the Backstop Commitment Premium (subject to dilution on account of the Exit Secured Convertible Notes, the New Convertible Preferred Equity, and the Management Incentive Plan); and (z) the distributions in respect of its Litigation Trust Interests, to the extent provided in Article IV.K of the Plan. Class 5 is impaired. Class 6 General Unsecured Claims total $60M and will recover 3.6% - 5% of their claims. Each Holder of an Allowed General Unsecured Claim will receive either (i) (x) if such Holder of an Allowed General Unsecured Claim does not elect to receive the Class 6 Equity Option, the GUC Cash Settlement and (y) its Pro Rata share of the distributions in respect of its Litigation Trust Interests, to the extent provided in Article IV.K of the Plan; or (ii) (i) (x) if such Holder of an Allowed General Unsecured Claim elects to receive the Class 6 Equity Option in lieu of the GUC Cash Settlement, its share (on a Pro Rata basis with Holders of Allowed Unsecured Notes Claims in respect of their Residual Unsecured Notes Claims and other Holders of Allowed General Unsecured Claims that select the Class 6 Equity Option) of 100% of the New Common Equity after the distribution of the New Common Equity on account of the Backstop Commitment Premium (subject to dilution on account of the Exit Secured Convertible Notes, the New Convertible Preferred Equity, and the Management Incentive Plan) and (y) its Pro Rata share of the distributions in respect of its Litigation Trust Interests, to the extent provided in Article IV.K of the Plan. Class 6 is impaired. General Unsecured Creditors can choose between two options. The first option provides a 5% cash distribution on the amount of such creditor's Allowed Claim, plus pro rata distributions from a Litigation Trust to the extent of available proceeds. For the avoidance of doubt, General Unsecured Creditors will receive this cash option in respect of their Allowed Claim unless they affirmatively select on their ballot the equity option below. The second option provides New Common Equity in the Reorganized Debtors with a value (based on the Debtors' current estimate of total enterprise value and other assumptions regarding the Reorganized Debtor's post re-organization capital structure) of approximately 3.6% of the amount of such creditor's Allowed Claim, plus pro rata distributions from a Litigation Trust to the extent of available proceeds. The Debtors will fund distributions under the Plan with (a) the issuance of the New Convertible Preferred Equity; (b) the issuance of the New Common Equity; (c) the proceeds of the Rights Offering; (d) the issuance of or borrowings under the Exit Facilities; and (e) Cash on hand. Co-Counsel to the Debtors and Debtors in Possession: Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. J. Machir Stull, Esq. Victoria N. Argeroplos, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 E-mail: mcavenaugh@jw.com jwertz@jw.com mstull@jw.com vargeroplos@jw.com - and - Shawn M. Riley, Esq. David A. Agay, Esq. Scott N. Opincar, Esq. MCDONALD HOPKINS LLC 600 Superior Avenue, E., Suite 2100 Cleveland, OH 44114 Telephone: (216) 348-5400 Facsimile: (216) 348-5474 E-mail: sriley@mcdonaldhopkins.com dagay@mcdonaldhopkins.com nmiller@mcdonaldhopkins.com sopincar@mcdonaldhopkins.com Co-Counsel to the Debtors and Debtors in Possession: Ryan Blaine Bennett, Esq. Yusuf Salloum, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 E-mail: ryan.bennett@kirkland.com yusuf.salloum@kirkland.com - and - Erica D. Clark, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 E-mail: erica.clark@kirkland.com A copy of the Disclosure Statement dated March 29, 2023, is available at https://bit.ly/40y4gK2 from PacerMonitor.com. About Invacare Corporation Headquartered in Elyria, Ohio, Invacare Corporation (IVC) is a leading manufacturer and distributor in its markets for medical equipment used in non-acute care settings. The company provides clinically complex medical device solutions for congenital (e.g., cerebral palsy, muscular dystrophy, spina bifida), acquired (e.g., stroke, spinal cord injury, traumatic brain injury, post-acute recovery, pressure ulcers) and degenerative (e.g., ALS, multiple sclerosis, elderly, bariatric) ailments. Invacare employs approximately 3,400 associates and markets its products in more than 100 countries around the world. Invacare Corp. and 2 U.S. subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90068) on January 31, 2023. In the petition signed by Kathleen Leneghan, senior vice president and chief financial officer, the Debtor disclosed up to $1 billion in both assets and liabilities. The Debtors tapped Kirkland and Ellis, LLP and Kirkland and International LLP as bankruptcy counsel, McDonald Hopkins, LLC as bankruptcy co-counsel, Huron Consulting Group as restructuring advisor, Miller Buckfire and Co. as financial advisor and investment banker, and Epiq Corporate Restructuring, LLC, as claims, noticing, and solicitation agent and administrative advisor. Street Advisory Group, LLC is serving as strategic communications advisor to the company. Judge Christopher M. Lopez oversees the cases. The DIP Term Loan Lenders led by Cantor Fitzgerald Securities, as administrative agent, and GLAS Trust Corporation Limited, as collateral agent, have retained Davis Polk & Wardwell LLP, Ducera Partners, Porter Hedges LLP, Baker & McKenzie LLP, McDermott Will & Emery LLP, Shipman & Goodwin LLP as advisors. PNC Bank, National Association, and the ABL DIP Lenders, have retained Blank Rome LLP, and B. Riley Advisory Services as advisors. Brown Rudnick LLP is serving as legal counsel and GLC Advisors & Co., LLC is serving as investment banker to the ad hoc committee of unsecured notes. 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 Kilpatrick Townsend & Stockton, LLP. JAIRRABRANDY REALTY: Files for Chapter 11 to Stop Foreclosure ------------------------------------------------------------- Jairrabrandy Realty Enterprises LLC filed for chapter 11 protection in the Eastern District of New York. The Debtor is the owner of a commercial building known as 9304 Avenue L, Brooklyn, NY 11235. The present Chapter 11 proceeding was precipitated by a foreclosure sale. The Debtor believes that there is significant equity in the building that would be lost if the foreclosure sale had been held. The Debtor's secured creditors are 9304 Avenue L, the first mortgagee, and L9304 Corp., the second mortgagee. Both mortgages are in default and in foreclosure. Additionally, NYCTL1998-8 Trust and the Bank of New York Mellon are foreclosing real estate tax liens and real estate taxes are owed to the New York City Department of Finance. There is presently pending against the Debtor the following legal actions in the Supreme Court of the State of New York, Kings County: * 9304 Avenue I, LLC vs. Angand Sooknandan; Jairrabrandy Realty Enterprises, LLC, et al. -- Plaintiff has a judgment of foreclosure sale. * L9304 Corp. vs. Jairrabrandy Realty Enterprises, LLC, et al., and NYCTL1998-8 Trust and the Bank of New YOrk Mellon vs. Jairrabrandy Realty Enterprises, LLC -- NYCTL 1998-8 Trust had a foreclosure auction sale set for March 30, 2023. According to court filings, Jairrabrandy Realty Enterprises estimates between $1 million and $10 million in debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. About Jairrabrandy Realty Enterprises Jairrabrandy Realty Enterprises LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). It is the owner of a commercial building known as 9304 Avenue L, Brooklyn, NY 11235. Jairrabrandy Realty Enterprises filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41071) on March 29, 2023. In the petition filed by Angaad Sooknandan, as sole member, the Debtor reported assets and liabilities between $1 million and $10 million each. The case is overseen by Honorable Bankruptcy Judge Nancy Hershey Lord. The Debtor is represented by: Roy J Lester, Esq. Lester Korinman Kamran & Masini, P.C. 3834 Carrel Blvd. Oceanside, NY 11572-5917 Tel: (516) 357-9191 Fax: (516) 357-9281 Email: rlester@lesterfirm.com JAM MEDIA: Unsecured Creditors to Get $60K per Year for 3 Years --------------------------------------------------------------- JAM Media Solutions, LLC, filed with the U.S. Bankruptcy Court for the District of New Jersey a First Amended Plan of Reorganization dated April 4, 2023. The Debtor owns and operates four radio stations, WCMS-FM, WCXL FM, WVOD-FM, and WZPR-FM and an online newspaper in the Outer Banks of North Carolina, and two radio stations, KMCS-FM and KWPC FM in Muscatine, Iowa, and a third FCC license for K236CF, also in Muscatine, Iowa. The Debtor began operating its purchased radio stations in the late fall of 2018. As a result of the pandemic, sales volume declined significantly across the board. By the end of calendar year 2022, the Debtor's revenues declined to approximately $1,108,569, resulting in its inability to satisfy its debt obligations to Newtek. After the expiration of a period of moratorium previously negotiated with Newtek, and the failure of the Debtor to be able to negotiate restructured loan payments that it could afford, the Debtor had no choice but to commence the within Subchapter V Chapter 11 bankruptcy proceeding. The Debtor has the following outstanding liabilities: (i) an alleged secured claim due to Newtek having a balance due of approximately $3,500,000, which claim is secured by a lien upon all assets, excluding one of the Debtor's radio towers and the Debtor's FCC licenses, but including according to Newtek, the economic value of those FCC licenses which may be generated upon any future sale; (ii) the Secured Claim of the Muscatine County Treasurer in the amount of $10,867; (iii) the alleged Priority Claims of the IRS and the Iowa Department of Revenue, in the total amount of less than $29,000; (iv) Allowed Unsecured Claims of approximately $838,000, including claims of three merchant credit obligees who provided funding to the Debtor. The Debtor is seeking to reorganize in an effort to substantially improve its balance sheet and achieve financial stability. The Plan provides for payments to creditors from the Debtor's ongoing business operations. Newtek Small Business Finance, LLC shall have its Claim treated in accordance with its election pursuant to 11 U.S.C. § 1111(b), which requires payments over time of the full amount of its Claim of $3,480,752.00, in a fashion, the present value of which, is equal to the value of its collateral. The Debtor asserts Newtek's collateral is worth no more than $1,200,000. Based on a verbal report provided by counsel for Newtek, the value of Newtek's collateral may be as low as $600,000. The Debtor's other Allowed Secured Creditor, Muscatine County Treasurer, shall have its Claim in the alleged amount of $10,867 satisfied by the making of equal monthly payments plus interest over one year after commencing on the Effective Date. The Debtor's remaining alleged Secured Creditors, the County of Currituck, ITRIA Ventures, LLC, Cloudfund, LLC, and Everest Business Funding LLC, shall have their Claims deemed to be Allowed General Unsecured Claims upon Confirmation, and shall share pro rata in the dividend to General Unsecured Creditors. General Unsecured Creditors shall receive their pro rata share of three annual aggregate dividends of $60,000, payable on September 30, 2023, September 30, 2024, and September 30, 2025. The amounts the Debtor is proposing to be paid under the Plan constitute all of the Debtor's projected excess disposable income, for three years. Class 3 consists of General Unsecured Claims. Three consecutive annual payments of $60,000 in the aggregate commencing on September 30, 2023, and continuing on September 30, 2024, and September 30, 2025. This Class is impaired. Equity interest holder Jonathan A. Mason, Sr. shall retain equity interests in the Debtor. The Plan will be funded by the Debtor's cash on hand as of Confirmation, the cash generated by the Debtor's continuing operations, and the sale of assets to be consummated immediately prior to the deadline for the balloon payment to Newtek. The Debtor is evaluating various way to monetize the towers, including, but not limited to, leasing space on those towers to third parties, as the Debtor has contracted with the US Government, or possibly sell the towers and either lease back space to continue current transmissions or relocate the transmission capability to an already identified location. Since the towers themselves are not subject to the lien of Newtek, the Debtor will use such funds in the ordinary course of its business and to pay its Plan obligations. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date. A full-text copy of the First Amended Plan dated April 4, 2023 is available at https://bit.ly/416Q1f6 from PacerMonitor.com at no charge. Counsel to Debtor: RABINOWITZ, LUBETKIN & TULLY, LLC Jay L. Lubetkin, Esq. 293 Eisenhower Parkway, Suite 100 Livingston, NJ 07039 (973) 597-9100 About JAM Media Solutions JAM Media Solutions, LLC, is a media, entertainment, and digital marketing solutions company that owns and operates radio stations, live events and digital, mobile, print, social media properties. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-18193) on October 15, 2022. In the petition signed by Jonathan Mason, CEO, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Stacey L. Meisel oversees the case. The Debtor is represented by Gabriel Del Virginia, Esq., at the Law Office of Gabriel Del Virginia. JESS HALL'S: Rosen Systems' Auction of FF&E, Free of Claims, OK'd ----------------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized Jess Hall's Serendipity, LLC's auction sale of furniture, fixtures, and equipment ("FF&E") used to operate its business. The Debtor is authorized to retain Rosen Systems, Inc. as Auctioneer pursuant to the terms of the Auction Agreement. The sale is free and clear of all liens, claims, and encumbrances with any liens, claims, or encumbrances attaching to the proceeds of such sales. It is also "as is, where is," with all faults, and without warranty. The Debtor is authorized to satisfy Tarrant County's secured personal property tax claim that is then due and owing for the 2022 tax year from auction sale proceeds or from income from the Licensing Agreement, whichever is received first, and that Tarrant County's tax lien will transfer and attach to proceeds from the auction sale of the FF&E as well as to any proceeds received from the Licensing Agreement, until Tarrant County's 2022 tax year claim is paid in full. For Tarrant County's claim for the tax year of 2023, as adequate assurance of Tarrant County’s tax lien, the Debtor will segregate in a separate bank account proceeds from the future asset sale or from the Licensing Agreement not to exceed $28,670.35, until such time as Tarrant County's 2023 tax year claim amount is finalized and paid in full. The Debtor reserves its rights to file a personal property rendition with Tarrant County Central Appraisal District for 2023 and contest Tarrant County Central Appraisal District’s personal property valuation for the 2023 tax year. The Debtor is authorized, but not directed, to pay to the Auctioneer actual and necessary expenses incident to conducting the auction of $20,000 without further order of the Court. The Auctioneer is authorized to charge and collect a 15% buyer's premium as described in the Auction Agreement without further order of the Court. The Debtor may abandon all estate assets remaining at its facility at 2920 Shotts Street after the conclusion of the Auction. The Order will become immediately effective, notwithstanding the requirements of Federal Rules of Bankruptcy Procedure 6004(h). All relief not expressly granted in the Order is denied. About Jess Hall's Serendipity Jess Hall's Serendipity, LLC is a Fort Worth-based manufacturer of spice blends and hot sauces. Jess Hall's filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Texas Case No. 23-40073) on Jan. 9, 2023, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Brian Crisp, chief restructuring officer of Jess Hall's, signed the petition. Judge Mark X. Mullin oversees the case. Scott D. Lawrence, Esq., at Wick Phillips Gould & Martin, LLP and Lain Faulkner & Co., P.C. serve as the Debtor's legal counsel and restructuring advisor, respectively. Brian Crisp, a director at Lain Faulkner & Co., serves as the Debtor's chief restructuring officer. JILL ACQUISITION: Moody's Hikes CFR to B2 & Rates New Term Loan B2 ------------------------------------------------------------------ Moody's Investors Service upgraded Jill Acquisition LLC's (J.Jill) corporate family rating to B2 from B3 and probability of default rating to B2-PD from B3-PD. Concurrently, Moody's assigned a B2 rating to the company's new senior secured term loan due 2028. The rating on the company's term loan due 2024 will be withdrawn. The SGL-3 speculative grade liquidity rating is unchanged, and the outlook remains stable. Proceeds from the new $175 million senior secured term loan and roughly $65 million of balance sheet cash were used to refinance the company's $222 million term loans due 2024 and pay for financing fees and expenses. The upgrades reflect the extension of J.Jill's term loan maturity to 2028 from 2024 as a result of the refinancing. Moody's expects that the company will also extend the maturity of its asset-based revolver well ahead of its May 2024 expiration. In addition, J.Jill's lower debt levels and good performance in 2022 have improved its credit profile. Pro-forma for the transaction, the company will have debt/EBITDA of 2.3x and EBITA/interest expense of an estimated 2.7x (Moody's-adjusted, as of January 28, 2023). "With a relatively resilient customer base and focus on operational discipline, J.Jill was a rare apparel retailer that largely avoided excess inventory and generated earnings growth in 2022," said Raya Sokolyanska, VP-Senior Analyst. Moody's took the following rating actions for Jill Acquisition LLC: Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Backed Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Outlook, Remains Stable RATINGS RATIONALE The B2 CFR is constrained by J.Jill's very high business risk as a relatively small brand in the intensely competitive and fashion-sensitive women's apparel sector. While J.Jill has executed well under its current management team, it had a prior history of volatile operating performance. In addition, the company is subject to weakening discretionary consumer spending, inflationary pressures, and a promotional retail environment. The rating also reflects governance considerations, specifically the aggressive financial strategies associated with majority ownership by private equity sponsor Towerbrook Partners, including the 2020 distressed exchange and previously, the special dividend paid in 2019. As an apparel retailer, J.Jill also needs to make ongoing investments in social and environmental factors, including responsible sourcing, product and supply sustainability, privacy and data protection. J.Jill's rating is supported by the company's relatively low leverage and solid operating performance over the past 2 years. The company's management team has implemented operational discipline that expanded profit margins, including a more focused product assortment, tight inventory management, in-season markdowns and more efficient marketing. In 2022, J.Jill navigated the challenging retail environment by controlling inventory and managing supply chain disruptions, which together with its relatively resilient higher income customer base resulted in limited markdowns compared to many apparel peers. Reflecting that, the company's 2022 EBITDA exceeded 2018, 2019 and 2021 levels. Moody's projects adequate overall liquidity, including modestly positive free cash flow, access to a relatively small, undrawn asset-based revolving credit facility, whose maturity is expected to be extended, and good projected covenant cushion under the new term loan covenants. J.Jill's recognized brand and loyal customer base also support the rating. The stable outlook reflects Moody's expectations for solid credit metrics and adequate liquidity, including an extension of its asset-based revolver in the coming months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company significantly increases its scale and diversification, while demonstrating consistent revenue growth and solid operating margins, and maintains very good liquidity and balanced financial strategies. Quantitatively, the ratings could be upgraded if debt/EBITDA is sustained below 3x and EBITA/interest expense above 3x. The ratings could be downgraded if operating performance or liquidity deteriorates, including a decline in free cash flow or not extending the maturity of its asset-based revolver well ahead of May 2024. Quantitatively, debt/EBITDA sustained above 4x or EBITA/interest expense declining below 2x could result in a downgrade. Headquartered in Quincy, Massachusetts, Jill Acquisition LLC, a subsidiary of J.Jill, Inc., is a US retailer of women's apparel, footwear and accessories sold through its digital channels and over 200 retail stores. The company is publicly traded but majority-owned by TowerBrook Capital Partners L.P. J.Jill generated revenues of about $613 million for the fiscal year ended January 28, 2023. The principal methodology used in these ratings was Retail published in November 2021. JP INTERMEDIATE B: $450M Bank Debt Trades at 43% Discount --------------------------------------------------------- Participations in a syndicated loan under which JP Intermediate B LLC is a borrower were trading in the secondary market around 57 cents-on-the-dollar during the week ended Friday, April 7, 2023, according to Bloomberg's Evaluated Pricing service data. The $450 million facility is a Term loan that is scheduled to mature on November 20, 2025. About $354.4 million of the loan is withdrawn and outstanding. JP Intermediate B, LLC retails vitamins and nutritional supplements. KEYSTONE GAS: Unsec. Creditors Owed $1.18M Recover 13% in Plan -------------------------------------------------------------- Keystone Gas Corporation submitted a Plan of Reorganization and a Disclosure Statement. On or before the Effective Date, the Debtor shall effect the following Restructuring Transactions and execute all agreements, instruments, and other documents necessary to complete such transactions in the order specified: 1. On or prior to the Effective Date, Navitas, Southern Kentucky, and Rick Sellers shall form and capitalize Pipeline ParentCo. The capital structure of Pipeline ParentCo shall include and require the following: a. Navitas shall contribute (i) the Navitas Prepetition Loan, and (ii) $50,000.00 cash to Pipeline ParentCo in exchange for equity interests in Pipeline ParentCo; and b. Southern Kentucky shall contribute $150,000.00 cash to the Pipeline ParentCo in exchange for equity interests in Pipeline Parent Co. 2. On or prior to the Effective Date, Navitas, Southern Kentucky, and Rick Sellers shall form and capitalize ProcessingCo The capital structure of ProcessingCo shall include and require the following: a. Navitas shall contribute $300,000.00 cash to ProcessingCo in exchange for equity interests in ProcessingCo; and b. Southern Kentucky shall contribute (i) the Post-Petition DIP Loan and (ii) $200,000.00 cash to ProcessingCo in exchange for equity interests in ProcessingCo. 3. On the Effective Date, Pipeline ParentCo shall purchase the New Common Shares in exchange for forgiveness of the Navitas Prepetition Loan and the Recapitalization Cash. The Debtor or Reorganized Debtor, as applicable, is authorized to issue all Plan-related securities and documents, including, without limitation, the New Common Shares, without the need for any further corporate, partnership, or limited liability action. 4. ProcessingCo shall purchase the Processing Assets from the Debtor (the "Sale Transaction") in exchange for forgiveness of the Post-Petition DIP Loan and the Sale Transaction Cash. Class 9 general unsecured claims total approximately $1.18 million and will recover approximately 13% of their claims. Each holder of an Allowed General Unsecured Claim will receive in full and final satisfaction of such claim, on or before the one-year anniversary of the Effective Date, its Pro Rata share (taking into account the total amount of Allowed Claims in Classes 8 and 9) of the GUC Cash. Class 9 is impaired. Proposed Counsel for the Debtor: Courtney D. Powell, Esq. SPENCER FANE LLP 9400 N. Broadway Extension, Suite 600 Oklahoma City, OK 73114 Telephone: (405) 844-9900 Facsimile: (405) 844-9958 Email: cpowell@spencerfane.com - and - Jason P. Kathman, Esq. Megan F. Clontz, Esq. SPENCER FANE LLP 5700 Granite Parkway, Suite 650 Plano, TX 75024 Telephone: (972) 324-0300 Facsimile: (972) 324-0301 Email: jkathman@spencerfane.com mclontz@spencerfane.com A copy of the Disclosure Statement dated March 29, 2023, is available at https://bit.ly/3G78K2a from PacerMonitor.com. About Keystone Gas Corporation Keystone Gas Corporation, a utility service provider in Drumright, Okla., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 22-12088) on Sept. 14, 2022. At the time of the filing, the Debtor reported $1 million to $10 million in both assets and liabilities. Judge Sarah A. Hall oversees the case. The Debtor tapped Spencer Fane, LLP as legal counsel and HBC CPAs & Advisors as accountant. KJ TRADE: Gets OK to Tap Accounting & Tax Advisory as Accountant ---------------------------------------------------------------- KJ Trade Ltd Inc. received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Accounting & Tax Advisory Group, PC as its accountant. The Debtor needs an accountant to provide accounting services, including preparation of operating reports, bookkeeping, and tax accounting, during this case. The accountant has agreed to accept employment for a flat fee of $3,200 per month. Riolene Ibok, a certified public accountant at Accounting & Tax Advisory Group, 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: Riolene Ibok, CPA Accounting & Tax Advisory Group, PC 555 North Point Center East, Suite 400 Alpharetta, GA 30022 Telephone: (770) 558-6338 Facsimile: (678) 264-5565 Email: info@atagcpa.com About KJ Trade Ltd Inc. KJ Trade Ltd Inc. is an affordable, luxury lifestyle women's swimwear e-commerce brand doing business as Matte Collection. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-51681) on February 21, 2023. In the petition signed by Justinz Wilkerson, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Jeffery W. Cavender oversees the case. The Debtor tapped Leslie M. Pineyro, Esq., at Jones & Waldern LLC as legal counsel and Riolene Ibok, CPA, at Accounting & Tax Advisory Group, PC as accountant. LAKE DISTRICT: Court OKs Interim Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Tennessee, Western Division, authorized Lake District, LLC to use cash collateral on an interim basis in accordance with the budget, with a 5% variance. The Court said the Debtor is permitted to continue to operate and maintain its property and business in accordance with the Budget and the Interim Order. All of the liens and security interests of TIG Romspen US Master Mortgage LP encumbering the Debtor's cash collateral as of the petition date will continue to encumber the Debtor's cash collateral after the petition date with the same validity, priority, and extent as existed as of the petition date; and Romspen will have a valid and duly perfected post-petition lien, pursuant to 11 U.S.C. sections 361, 363, and 552, in all post-petition cash collateral. A final hearing on the matter is set for April 27, 2023 at 10:15 a.m. A copy of the order is available at https://bit.ly/40GC7kl from PacerMonitor.com. About The Lake District LLC Lake District LLC is a retail and residential development in Lakeland, TN. Lake District LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-21496) on March 24, 2023. In the petition filed by Yehuda Netanel, as manager, the Debtor listed total assets of $80,244,507 and total liabilities of $47,247,115. The case is overseen by Honorable Bankruptcy Judge Jennie D. Latta. The Debtor is represented by Michael P. Coury, Esq., at GLANKLER BROWN PLLC. LANNETT CO: S&P Downgrades ICR to 'SD' on Missed Interest Payment ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating to 'SD' (selective default) from 'CCC+' on Lannett Co. Inc. At the same time, S&P lowered its issue-level rating on Lannett's senior secured debt to 'CCC-' from 'B-' and revised its recovery rating to '3' from '2'. The '3' recovery rating indicates its expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in a hypothetical default. The downgrade reflects Lannett's failure to make the interest payment due on its convertible notes. The company failed to make the scheduled interest payment on its 4.50% unsecured convertible notes due October 2026 and is currently examining strategic alternatives with its lenders, given its high debt burden and the ongoing competitive pricing environment for its generic products. S&P said, "We believe that the non-payment will accelerate Lannett's negotiations with its lenders. While the company has sufficient liquidity to fund the missed payment (with $47 million of unrestricted cash on its balance sheet as of March 31, 2023), we do not expect management will make this payment within the stated grace period because of its unsustainable debt burden and exposure to the competitive pricing environment for its generic products." S&P said, "We plan to reassess our issuer credit rating when Lannett resolves the missed payment. The company is in discussion with key secured creditors regarding a potential recapitalization or restructuring of its capital structure. If Lannett makes the interest payment during the 30-day grace period, we would likely raise our issuer credit rating to 'CCC-' to reflect its limited liquidity and the elevated likelihood for a conventional default or a restructuring over the next six months. If the company reaches an agreement with its creditors, we would reassess our issuer credit rating based on its revised capital structure." ESG credit indicators: E-2, S-2, G-2 LEGACY CONSTRUCTION: Starts Subchapter V Bankruptcy Proceeding -------------------------------------------------------------- Legacy Construction Inc., d/b/a Legacy Custom Built, filed for chapter 11 protection in the Middle District of Florida. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. Legacy Construction is a full-service residential home and commercial builder specializing in all forms of custom work, providing pre-construction and construction services including budgeting, architect selection, design development and problem solving from beginning to end. The Debtor's principal place of business is located at 362 Commerce Way, Suite 120, Longwood, FL, which is leased by Michael L. Rowen’s wife's business. Michael L. Rowen is the President, Director and 100% Shareholder of the Debtor. In the year prior to the Petition Date, he received approximately $123,384 in wages. Mr. Rowen manages and oversees the day-to-day operations of the Debtor. The Debtor had gross revenues in 2022 in the amount of $2,000,012.96; and had gross revenues in the amount of $1,989,858.00 in 2021 The Debtor filed a petition under Chapter 11 to affect a reorganization of its business. The Debtor commenced the Chapter 11 case in order to implement a comprehensive restructuring, stabilize its operations for the benefit of its customers, secured creditors, employees, vendors, and other unsecured creditors; and to propose a mechanism to efficiently address and resolve all claims. The filing of the Chapter 11 case is not the end-result of any strategy or attempt to avoid any lawful responsibilities or obligations. Rather, the Debtor commenced this Chapter 11 Case after a comprehensive review of all realistic alternatives and the consideration and balancing of a variety of factors. About Legacy Construction Legacy Construction Inc., doing business as Legacy Custom Built, specializes in all forms of custom work, providing pre-construction and construction services including budgeting, architect selection, design development and problem solving from beginning to end. Legacy Construction Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01157) on March 29, 2023. In the petition filed by Michael L. Rowen, as president, the Debtor reported total assets of $1,201,766 and total liabilities of $2,170,351. The petition states that funds will be available to unsecured creditors. The Debtor is represented by: Jeffrey Ainsworth, Esq. BransonLaw PLLC 501 N. Orlando Avenue, Ste 218 Winter Park, FL 32789 Tel: 407-894-6834 Email: jeff@bransonlaw.com LONGRUN PBC: Seeks to Hire MaxTax Incentives to Pursue ERC Claim ---------------------------------------------------------------- LongRun, PBC, doing business as Keto & Co., seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Source Tax Incentives, LLC, doing business as MaxTax Incentives, to assist in pursuing recovery of its Economic Recovery Credit (ERC). The Debtor needs the firm's help to pursue a potential claim for Economic Recovery Act benefits related to the COVID-19 pandemic. The Debtor will provide a deposit of $2,500; upon recovery of the ERC Claim, MaxTax will receive a fee equal to 15 percent of the recovery. Todd Puffer, a manager at MaxTax, 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: Todd Puffer Source Tax Incentives, LLC 305 Seaboard Ln., Ste. 320 Franklin, TN 37067 Email: todd@maxtaxincentives.com About LongRun P.B.C. LongRun P.B.C., doing business as LongRun LLC and Keto & Co., make low carb food for keto dieters, diabetics, and anyone trying to eat healthier. It is based in Belmont, Mass. LongRun P.B.C. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-10140) on Feb. 1, 2023, with $1 million and $10 million in both assets and liabilities. Richard Tieken, president and chief executive officer, signed the petition. Judge Christopher J. Panos oversees the case. The Debtor tapped Steven Weiss, Esq., at Shatz, Schwartz and Fentin, P.C. as legal counsel and Verdolino & Lowey, P.C. as accountant. M & T REAL ESTATE: Taps Giddens, Mitchell & Associates as Counsel ----------------------------------------------------------------- M & T Real Estate Group II, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Giddens, Mitchell & Associates, PC to handle its Chapter 11 case. The hourly rates of the firm's attorneys and staff are as follows: Kenneth Mitchell, Attorney $350 Kenneth Mitchell, Jr., Attorney $350 Bobby Giddens, Attorney $350 Alyceson Sadler, Paralegal $75 Alicia Dennis, Paralegal $75 In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The Debtor paid the firm the sum of $2,000 as retainer. Kenneth Mitchell, Esq., an attorney at Giddens, Mitchell & Associates, 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: Kenneth Mitchell, Esq. Giddens, Mitchell & Associates, PC 3951 Snapfinger Parkway, Suite 555 Decatur, GA 30035 Telephone: (770) 987-7007 Email: Gmapclawl@gmail.com About M & T Real Estate Group II M & T Real Estate Group II Inc., doing business as We Work For U Ga Conference Center, is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). M & T Real Estate Group II filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-52191) on March 6, 2023, with $1 million to $10 million in both assets and liabilities. Todd E. Hennings has been appointed as Subchapter V trustee. Judge Paul W. Bonapfel oversees the case. Kenneth Mitchell, Esq., at Giddens, Mitchell & Associates, PC is the Debtor's legal counsel. MADERA COMMUNITY: Court OKs Cash Collateral Access Thru May 12 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California, Fresno Division, authorized Madera Community Hospital to use cash collateral on an interim basis in accordance with the budget, through May 12, 2023. The Court will hold a hearing May 9 at 9:30 a.m., for the Debtor's continued cash collateral use after May 12. As previously reported by the Troubled Company Reporter, Saint Agnes Medical Center asserts an interest in the cash collateral. As adequate protection, the Secured Creditor is graned replacement liens to the extent necessary to protect the Secured Creditor from a diminution in value of its collateral. By April 18, 2023, the Debtor will file a revised budget of proposed uses for the future period. Objections are due by April 25, 2023. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3m86jWu from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $301,594 for the period ending April 1, 2023; $720,844 for the period ending April 8, 2023; $194,465 for the period ending April 15, 2023; $81,363 for the period ending April 22, 2023; $296,852 for the period ending April 29, 2023; and $347,094 for the period ending May 6, 2023. About Madera Community Hospital Madera Community Hospital operates a general medical and surgical hospital. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-10457) on March 10, 2023. In the petition signed by Karen Paolinelli, chief executive officer, the Debtor disclosed up to $100 million in assets and up to $50 million in liabilities. Judge Rene Lastreto II oversees the case. Riley C. Walter, Esq., at Wanger Jones Helsley, represents the Debtor as legal counsel. MATADOR RESOURCES: Fitch Gives BB- Rating on Unsec. Notes Due 2028 ------------------------------------------------------------------ Fitch Ratings has assigned a 'BB-'/'RR4' rating to Matador Resources Company's (Matador) proposed senior unsecured notes due 2028. Matador intends to use the proceeds from the notes for general corporate purposes. Matador's ratings reflect the company's high margin, oil-weighted Delaware acreage, supportive midstream assets, strong unit economics and cash netbacks, sub-1.0x leverage and clear maturity schedule. These factors are partially offset by uncertainty around long-term economic inventory life and unit economics, particularly in the Northern Delaware acreage. KEY RATING DRIVERS Credit-Neutral Transactions: Fitch believes Matador's proposed senior unsecured note issuance and the announced Advance Energy Partners Holdings, LLC (Advance) acquisition, which is expected to close in early 2Q23, are neutral to credit profile. Fitch expects the company will utilize cash on hand and RBL borrowings to fund the closing of the $1.6 billion Advance transaction. Borrowings under the RBL are expected to repaid by early 2024 given supportive oil prices and expected strong FCF generation. Fitch forecasts 2023 EBITDA leverage of 0.7x which increases only modestly to 1.0x at Fitch's long-term mid-cycle $50 oil price in 2026. Eight-Rig Drilling Program: Fitch believes Matador's eight-rig drilling program, which includes one rig utilized for the Advance acreage, will generate high single-digit production growth leading to pro forma production approaching 140-145Mboepd by YE23. Standalone production averaged 111.7Mboepd in 4Q22 as the company continues to target its Wolfcamp A and lower Bone Spring intervals, but has also seen strong well results in the Avalon and upper Bone Spring across the acreage position. The Advance assets will add approximately 18,500 contiguous net acres in the Delaware basin, an estimated 25 Mboepd of production and 203 net (406 gross) drilling locations with 35 net upside locations in the Wolfcamp D zone. Strong FCF Generation; Measured Distributions: Fitch forecasts post-dividend FCF of approximately $650 million in 2023 at Fitch's price deck under the eight-rig drilling program. Fitch expects the company will maintain its $0.60/share dividend with potential for measured increases in the near and medium term. Fitch does not expect management to initiate a share repurchase program and believes excess cash will to be split between further reduction of the RBL, following the Advance close, increases to the dividend, additional investment into the upstream and midstream assets and potential bolt-on M&A activity. Supportive Midstream Assets: Matador's recent acquisition of Pronto Midstream and midstream joint venture assets at San Mateo provide both operational benefits through overall reduced transportation costs and lower marketing fees in addition to performance incentives from partner Five Point Energy LLC. The San Mateo assets offer 460 MMcf/d of gas processing capacity, 445 Mbbl/d of water disposal capacity and oil gathering and transportation systems, which covers nearly all of Matador's Delaware acreage. Long-Term Inventory Uncertainty: Fitch believes Matador has sufficient acreage to maintain operational momentum in the medium term, but there is uncertainty around maintenance of unit economics outside of the company's approximately 8-10 years of high-quality locations. Management has previously defined these locations as those with an average well-level IRR of at least 15% at $30bbl-$40/bbl oil and $2.00/mcf gas prices. Fitch believes well results outside of these locations and its proven Wolfcamp A and lower Bone Spring intervals could vary, although recent results in the Avalon and Upper Bone Spring have been strong. The company may need to redirect or deploy additional capital to further de-risk more prospective intervals, particularly in the Northern Delaware, or execute M&A to maintain economic inventory life over the long term. However, at current commodity prices the number of economic locations expands considerably. DERIVATION SUMMARY Fitch expects Matador's pro forma production profile will approach 140-145Mboepd by YE23, which is larger than Earthstone Energy, Inc. (B+/Stable; 78.2 Mboepd in 2022, 42% oil), but similar to CrownRock, L.P (BB-/Stable; approximately 140 Mboepd in 3Q22) and SM Energy Company (BB-/Stable; 145.1 Mboepd, 45% oil). The production profile is smaller than Permian Resources Corp. (BB-/Stable; 158.2 Mboepd in 4Q22, 51% oil), and DJ basin peer Civitas Resources, Inc. (BB-/Positive; 170.0 Mboepd in 2022, 45% oil). The company's continued cost reduction efforts and high oil mix have led to peer-leading Fitch-calculated unhedged netbacks of $56.0/boe in 2022. This compares favorably with SM Energy ($47.0/boe), primarily driven by SM's higher natural gas cut, Earthstone ($43.3/boe) and Civitas ($46.4/boe). Matador's forecast leverage of 0.7x in 2023 is also among the lowest of the peer group given its low gross debt levels. KEY ASSUMPTIONS - WTI oil price of $80/bbl in 2023, $70/bbl in 2024, $60/bbl in 2025 and $50/bbl in the long term; - Henry Hub natural gas price of $3.50/mcf in 2023 and 2024, $3.00/mcf in 2025 and $2.75/mcf in the long term; - Successful close of the Advance transaction in early 2Q23; - Acquisition-related production growth in 2023 followed by mid-to-high single-digit growth thereafter; - Capex of $1.3 billion in 2023 followed by production-linked spending thereafter; - $0.60/share base dividend with measured increases thereafter; - No material M&A activity. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Production growth resulting in average daily production approaching 150 Mboepd; - Maintenance of economic inventory life and continued de-risking of longer-term unit economics; - Mid-cycle debt/EBITDA sustained below 2.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Loss of operational momentum resulting in average production sustained below 100 Mboepd; - Inability to extend economic inventory life that leads to expectations for weakened unit economics; - Material reduction in liquidity or inability to access debt capital markets; - Mid-cycle debt/EBITDA sustained above 2.5x. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of YE22, Matador had $505 million cash on hand and full borrowing capacity under its $775 million RBL ($2.25 billion borrowing base). On March 31, 2023, Matador increased its borrowing commitments from $775 million to $1.25 billion and affirmed the reaffirmed the borrowing base at $2.25 billion. Fitch expects the company will utilize cash on hand and approximately half of the RBL borrowing capacity to fund the $1.6 billion Advance transaction. Fitch forecasts the RBL will be fully repaid by early 2024 given currently supportive oil prices and expected strong FCF generation, which could be accelerated if commodity prices remain elevated. Matador's maturity schedule remains clear with both the RBL and the 5.875% senior notes maturing in 2026. ISSUER PROFILE Matador Resources Company is an independent exploration and production company primarily focused in the Delaware Basin in Southeast New Mexico and West Texas. 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 ----------- ------ -------- Matador Resources Company senior unsecured LT BB- New Rating RR4 MAYFLOWER RETIREMENT: Fitch Affirms 'BB+ IDR, Off Watch Negative ---------------------------------------------------------------- Fitch Ratings has removed from Rating Watch Negative the Issuer Default Rating (IDR) for the Mayflower Retirement Center (Mayflower) and affirmed the IDR at 'BB+'. Fitch has also removed from Rating Watch Negative the rating on the following Florida Development Finance Corporation bonds issued on behalf of Mayflower and affirmed the revenue rating on the bonds at 'BB+': - $60,135,000 Senior Living Revenue Bonds (The Mayflower Project), Series 2020A; - $53,650,000 Revenue Bonds (The Mayflower Retirement Community Project), Series 2021A; - $10,000,000 (Mayflower Retirement Community Project) senior living revenue bonds series 2021B-1; - $16,350,000 (Mayflower Retirement Community Project) senior living revenue bonds series 2021B-2. The Rating Outlook is Negative. Entity/Debt Rating Prior ----------- ------ ----- Mayflower Retirement Center, Inc. (FL) LT IDR BB+ Affirmed BB+ Mayflower Retirement Center, Inc. (FL) /General Revenues/1 LT LT BB+ Affirmed BB+ SECURITY The bonds are secured by a gross revenue pledge of the obligated group and a mortgage on certain property. A fully funded debt service reserve fund provides additional bondholder security. ANALYTICAL CONCLUSION The Negative Outlook reflects the execution risk that remains present as Mayflower recovers from Hurricane Ian and fills its 50 apartment, Bristol Landing independent living (IL) expansion. The rating affirmation reflects the good demand for services at Mayflower and an adequate financial profile for the rating level. The Mayflower was having a strong financial year leading into Hurricane Ian and the demand across all levels of care has remained steady before and after the hurricane. The affirmation also considers the effect of Hurricane Ian on the Mayflower's campus and financial profile. While the main IL building suffered damage, mostly to electrical components caused by water infiltration, the villas on the Mayflower campus and the Bristol Landing construction area sustained minimal damage. Mayflower's management reports that services and units affected by the hurricane are almost fully back, and Fitch believes that the Mayflower will be able to absorb the additional costs caused by Hurricane Ian. The Mayflower has filed an insurance claim and applied for FEMA funding. The additional Hurricane Ian expenses for which the Mayflower is seeking reimbursement -- including the costs of relocating and housing the displaced main IL building residents -- will not be recognized in the income statement until the insurance claims and FEMA monies have been resolved. The largest disruption to the campus was the evacuation of residents from the main IL building in early October 2022 due to the electrical components, which had been housed in the basement and sustained water damage. Residents returned to the building starting in the first week of January 2023. Two elevators remain out of service, including one service elevator, and work continues on relocating the main electrical components to the first floor from the basement. However, throughout the storm and through the recovery, the Mayflower provided the full continuum of care services, and the Bristol Landing project progressed as well. A new skilled nursing building that was part of Phase I, opened in October 2022 and was used, in part, to house some of the residents relocated from the main IL building. The new Bristol Landing IL apartments opened for occupancy on April 1, 2023. The Mayflower anticipates being able to pay down the $26.4 million in short-term debt ahead of schedule, should the current trajectory of move ins continue. Seventeen move ins are scheduled for April, and eight in May. Fitch's base case, the forward look shows Mayflower's financial profile stressed over the next few years as the recovery from the hurricane continues and Bristol Landing fills. The forward look assumes the Mayflower absorbing some of the hurricane costs, net of insurance and FEMA funds. The return of the Outlook to Stable will depend on the fill up of Bristol Landing, the pay down of the associated short term debt, the full repair of the electrical components in the main IL building, and the final amount of unreimbursed hurricane expenses. Fitch notes that the Mayflower meeting its debt service coverage covenant over the next two years is not a credit concern. Debt service over the next two years does not include the Bristol Landing debt. The Mayflower will not be tested on that $7.1 million debt service figure until 2025. Fitch's debt service coverage calculation for the Mayflower in 2022 (unaudited) shows coverage of 2.5x on debt service of about $2.9 million. KEY RATING DRIVERS Revenue Defensibility: 'bbb' Good Market Position in Competitive Service Area The midrange revenue defensibility reflects Mayflower's market position as a single site, life plan community (LPC) operating in a competitive service area with numerous competitors, both from full continuum of care providers and providers who offer select continuum of care services, such as standalone AL providers. The competitive service area is balanced by a steady demand for services at the Mayflower, its good reputation in the community (reputation was a main factor in choosing the Mayflower among IL expansion depositors surveyed), a demographically strong service area with good growth and wealth indicators, and pricing consistent with area housing prices and resident wealth. Despite the challenges of the pandemic and the hurricane, demand has remained steady, including for Bristol Landing. At Jan. 31, 2023, all but eight of the Bristol IL apartments had been pre-sold. The 84% pre-sold units is up from 62% at the time of the bond sale in 2021. Operating Risk: 'bbb' Operating Profile Expected to Improve Post-Project The midrange operating risk assessment is largely due to Mayflower's historical operating performance, with metrics consistent with the midrange assessment, given Mayflower's Type 'A' contract, and capital metrics that, while currently elevated, are expected to moderate over time. In the five years leading up to 2022, Mayflower's operating ratio averaged 101% and its net operating margin - adjusted (NOMA) averaged 21%. In 2022, the operating ratio weakened to 122%, driven by the lost revenue caused by Hurricane Ian and the inflationary and staffing challenges being felt in the sector. This was offset by a good year for net entrance fee receipts ($6.8 million), which kept the NOMA consistent with historical levels at 22.1%. Fitch expects operations in 2023 to remain weaker as the recovery from Hurricane Ian continues, including absorbing some of the unreimbursed hurricane expenses, the sector headwinds continue, and expansion related costs add to expenses as the project fills. After 2023, Fitch expects the performance to improve as the full revenue from the stabilized Bristol Landing units positively affect Mayflower's financial performance. With the major campus repositioning project nearing completion, Mayflower's capital needs are expected to remain manageable and capex spending is expected to be below depreciation. Capital metrics, which are currently stressed, will begin to improve, as the short-term debt is paid down and the Bristol Landing units support good revenue growth. Financial Profile: 'bb' Financial Profile Stressed Over Next Two Years Given Fitch's midrange assessments of Mayflower's revenue defensibility and operating risk, Fitch expects Mayflower's key leverage metrics to remain consistent with the rating level through a moderate stress, as Bristol Landing fills, the short-term debt is paid down, and recovery from Hurricane Ian continues. At year-end 2022 (unaudited), Mayflower had approximately $27 million of unrestricted cash and investments and 414 days cash on hand (DCOH), as calculated by Fitch. Fitch's baseline scenario is a reasonable forward look of financial performance over the next five years given current economic expectations. Fitch assumes an economic stress (to reflect financial market volatility), which is specific to Mayflower's asset allocation. The forward look shows the Mayflowers operating ratios stressed over the next two years, but then improving closer to historical levels as the occupancy in the Bristol Landing expansion reaches stabilization. Capital spending is expected to be below depreciation given the limited capital needs after the Bristol Landing project. Key base case leverage metrics remain consistent with the 'bb' financial profile, including DCOH remaining above 200 days. The stress case metrics are thinner, which supports the negative outlook, given the limited financial cushion and the need for the Mayflower to execute over the next two years. Asymmetric Additional Risk Considerations No asymmetric risks informed the rating assessment outcomes. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: - Weakening in the financial profile such that cash to adjusted debt falls below 25%, and Mayflower fails to cover its lower actual debt service; - Weaker than expected cash to adjusted debt and MADS coverage post-project stabilization. Factors that could, individually or collectively, lead to positive rating action/upgrade: - The revision of the Negative Outlook will depend on the Mayflower's performance in the next year and the timing on the Bristol Landing fill up, the electrical repair to the main IL building, and resolution of the insurance and FEMA funds; - Longer term, post-project stabilization, an improved financial profile such that cash to adjusted debt stabilizes above 40% and MADS coverage is consistently above 1.7x. CREDIT PROFILE Mayflower is a type-A LPC located on approximately 30 acres in Winter Park, Florida. The campus currently consists of 296 IL units (28 villas, the 50 Bristol Landing units, and 218 apartments), 31 assisted living units (all private), 24 memory support units (all private), and 60 private skilled nursing beds. Mayflower generated $27.2 million in total operating revenue in the fiscal year ended Dec. 31, 2022 (Unaudited). 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. MIAMI JET TOURS: Court OKs Final Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized Miami Jet Tours, Inc. to use cash collateral on a final basis in accordance with the budget, with a 10% variance. The Court said each creditor with a security interest in cash collateral will have a perfected postpetition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law. In addition, the Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the Secured Lenders. In addition, the Debtor will make an adequate protection payment to Northeast Bank equal to the regular monthly payment pursuant to the loan and security documents between the Debtor and Northeast Bank, which fluctuates based upon the applicable interest rate, per month, until confirmation of a reorganization plan or further Court order. As of the date of the Order, the monthly amount is $1,583. Upon entry of the Order, the Debtor will remit the February payment to Northeast Bank. In addition, the Debtor will pay the SBA an adequate protection payment of $731 per month, until confirmation or further Court order. A copy of the order is available at https://bit.ly/3nKkHES from PacerMonitor.com. About Miami Jet Tours, Inc. Miami Jet Tours, Inc. is a Miami transportation company specializing in private transportation for small and large groups; pre and post cruise transfers, corporate and sporting events, concerts, school trips, churches, weddings, and customized transportation needs. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-10569) on January 25, 2023. In the petition signed by Rafael Mulkay, president, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Robert A. Mark oversees the case. Zach B. Shelomith, Esq., at LSS Law, represents the Debtor as legal counsel. MICHAEL MCCORD: HRC Property Buying Columbus Real Estate for $2.2M ------------------------------------------------------------------ Michael McCord asks the U.S. Bankruptcy Court for the Southern District of Ohio to authorize the sale of the real estate located in the City of Columbus, Franklin County, Ohio, and more particularly described as follows: 6749 Tussing Road, parcel no. 530-206047-00; 6751 Tussing Road, parcel no. 530-206048-00; 6753 Tussing Road, parcel no. 530-206049-00; 6755 Tussing Road, parcel no. 530-206050-00; 6757 Tussing Road, parcel no. 530-206051-00; 6759 Tussing Road, parcel no. 530-206052-00; 6765 Tussing Road, parcel no. 530-206053-00; 6767 Tussing Road, parcel no. 530-206054-00; 6769 Tussing Road, parcel no. 530-206055-00; 6771 Tussing Road, parcel no. 530-206056-00; 6773 Tussing Road, parcel no. 530-206057-00; 6775 Tussing Road, parcel no. 530-206058-00; 2782 Continental Drive, parcel no. 530-206035-00; 2784 Continental Drive, parcel no. 530-206036-00; 2786 Continental Drive, parcel no. 530-206037-00; 2788 Continental Drive, parcel no. 530-206038-00; 2790 Continental Drive, parcel no. 530-206039-00; 2792 Continental Drive, parcel no. 530-206040-00; 2800 Continental Drive, parcel no. 530-206041-00; 2802 Continental Drive, parcel no. 530-206042-00; 2804 Continental Drive, parcel no. 530-206043-00; 2806 Continental Drive, parcel no. 530-206044-00; 2808 Continental Drive, parcel no. 530-206045-00; and 2810 Continental Drive, parcel no. 530-206046-00 (collectively, the "Real Estate") (Exhibit A), to HRC Property Development LLC for a total sales price of $2.2 million, free and clear of any and all claimed liens, interests or encumbrances. On Feb. 7, 2023, an Agreed Order Granting Motion of Debtor to Sell Real Estate Located at 2782-2792 Continental Drive, 2800-2810 Continental Drive, 6749-6759 Tussing Road and 6765-6775 Tussing Road, Columbus, Ohio Free and Clear of Any and All Claimed Liens, Interests or Encumbrances (Doc. 121) was entered on Feb. 7, 2023 authorizing the sale of 6749-6759 Tussing Road, 6765-6775 Tussing Road, 2782-2792 Continental Drive, and 2800-2810 Continental Drive, in Columbus, Ohio to Isaac Mizrahi. Mr. Mizrahi failed to close on the purchase of the real estate as authorized by the February 7 Order. A Motion for Relief from the February 7 Order pursuant to Federal Rule of Bankruptcy Procedure 9024 will be filed contemporaneously with the Motion. Among the assets of this estate is the Debtor's interest in certain real estate located in the City of Columbus, Franklin County, Ohio, and more particularly described as follows: 6749 Tussing Road, parcel no. 530-206047-00; 6751 Tussing Road, parcel no. 530-206048-00; 6753 Tussing Road, parcel no. 530-206049-00; 6755 Tussing Road, parcel no. 530-206050-00; 6757 Tussing Road, parcel no. 530-206051-00; 6759 Tussing Road, parcel no. 530-206052-00; 6765 Tussing Road, parcel no. 530-206053-00; 6767 Tussing Road, parcel no. 530-206054-00; 6769 Tussing Road, parcel no. 530-206055-00; 6771 Tussing Road, parcel no. 530-206056-00; 6773 Tussing Road, parcel no. 530-206057-00; 6775 Tussing Road, parcel no. 530-206058-00; 2782 Continental Drive, parcel no. 530-206035-00; 2784 Continental Drive, parcel no. 530-206036-00; 2786 Continental Drive, parcel no. 530-206037-00; 2788 Continental Drive, parcel no. 530-206038-00; 2790 Continental Drive, parcel no. 530-206039-00; 2792 Continental Drive, parcel no. 530-206040-00; 2800 Continental Drive, parcel no. 530-206041-00; 2802 Continental Drive, parcel no. 530-206042-00; 2804 Continental Drive, parcel no. 530-206043-00; 2806 Continental Drive, parcel no. 530-206044-00; 2808 Continental Drive, parcel no. 530-206045-00; and 2810 Continental Drive, parcel no. 530-206046-00 (collectively, the "Real Estate") (Exhibit A). The Debtor listed his interest in the Real Estate in his Schedule A/B as follows: 2782-2792 Continental Drive - $287,400; 2800-2810 Continental Drive - $287,400; 6749-6759 Tussing Road - $287,400; and 6765-6775 Tussing Road - $287,400. According to proofs of claim ("POC") filed, the following parties have a lien on the Real Estate in the following amounts: a. 2782-2792 Continental Drive, U.S. Bank, $304,857.30 (POC 11) b. 2800-2810 Continental Drive, U.S. Bank, $307,245.01 (POC 12) c. 6749-6759 Tussing Road, U.S. Bank, $307,559.38 (POC 9) d. 6765-6775 Tussing Road: U.S. Bank, $300,901.34 (POC 10) e. Current real estate taxes in an undetermined amount f. A filed mortgage interest of Columbus Ventures, LLC, instrument number 20190120008591. This mortgage interest is junior to the mortgage interest of U.S. Bank and only is a lien on the 6765-6775 Tussing Road, Columbus, OH. It is the position of that the Debtor that Columbus Ventures has been paid in full and is not owed any money on its filed mortgage interest. g. A judgment lien of Shameka Amison, which was filed on Feb. 15, 2022, and may be avoided pursuant to 11 U.S.C. 547. h. A judgment lien of the City of Columbus, which was filed on Jan. 28, 2022, and may be avoided pursuant to 11 U.S.C. 547. The Debtor previously obtained authority to employ Darryl W. Isabel of Premier Select Homes as a realtor to list the Real Estate for sale. Through the efforts of the Realtor, a purchase contract has been executed, contingent upon approval by the Court, to sell the Real Estate for a total sales price of $2.2 million to HRC Property Development LLC, in care of Hasan Ali, an unrelated third party. The Addendum extends the closing date to April 21, 2023, and provides for an earnest money deposit of $25,000 being deposited with the title company. The Debtor believes it is in the best interest of the bankruptcy estate to sell the Real Estate for the sum of $2.2 million, free and clear of any and all claimed liens, interest or encumbrances, including the judgment liens of Shameka Amison and the City of Columbus, as identified in the Motion, which liens will attach to the proceeds of sale in order of priority. The purchase price is considerably more than the value listed in the schedules by the Debtor and reduces the total claim of U.S. Bank. The Debtor has exercised his business judgment and determined that the sales price, for which approval is sought, is in the best interest of the bankruptcy estate. The Debtor seeks authorization to pay the expenses of sale from the proceeds of sale, with any realtor fees subject to further Order of the Court. Further, he has reached an agreement with U.S. Bank, as outlined in the February 7 Order, with the balance of the proceeds to be paid to U.S. Bank with the proceeds to be first applied to outstanding balances due on the following U.S. Bank Mortgages: (1) Instrument No. 201901230008588 of the Records of Franklin County, Ohio; (2) Instrument No. 201901230008590 of the Records of Franklin County, Ohio; (3) Instrument No. 201901230008579 of the Records of Franklin County, Ohio; and (4) Instrument No. 201901230008574 of the Records of Franklin County, Ohio. The remaining U.S. Bank mortgages that attach to other real estate owned by the Debtor will remain in full force and effect as to the real estate described therein. The remaining proceeds after the payment of the above four U.S. Bank Mortgages will be applied to the reinstatement of four commercial loans secured by the remaining cross-collateralized mortgages of U. S. Bank. After application of the remaining proceeds, U.S. Bank will reinstate and bring current the obligations owed on the other real estate owned by the Debtor. Prior to these payments being made to reinstate the commercial loans secured by the remaining U.S. Bank Mortgages on other real estate secured to U.S. Bank, the Debtor will be entitled to a carve-out of $25,000 to be applied toward approved administrative expenses. A copy of the Exhibit A is available at https://tinyurl.com/5bu4js99 from PacerMonitor.com free of charge. Michael McCord sought Chapter 11 protection (Bankr. S.D. Ohio Case No. 22-50762) on March 23, 2022. The Dbetor tapped Myron Terlecky, Esq., as counsel. MIDCAP FINCO: Fitch Affirms LongTerm IDR at 'BB+', Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) of MidCap FinCo Intermediate Holdings Limited (MidCap) and its debt-issuing subsidiary, MidCap Financial Issuer Trust at 'BB+'. The Rating Outlook is Stable. Concurrently, Fitch has affirmed MidCap Financial Issuer Trust's unsecured debt rating at 'BB'. KEY RATING DRIVERS The rating affirmation reflects MidCap's strong middle market franchise and relationship with Apollo Global Management, Inc. (Apollo; rated A/Stable), which provides access to industry relationships and deal flow; lower-risk portfolio profile; low portfolio concentrations; minimal exposure to equity investments; relatively strong asset quality historically; adequate liquidity profile; and an experienced management team. Rating constraints specific to MidCap include higher leverage than commercial lending peers, below-average core earnings metrics, a largely secured funding profile and the potential impact of meaningful portfolio company revolver draws on leverage and liquidity. Additionally, Fitch believes commercial lenders will experience weaker asset quality metrics in 2023 amid macroeconomic headwinds and higher debt service burdens and slower growth prospects at portfolio companies, but MidCap's focus on first lien investments should position it relatively well from a credit perspective. Fitch views MidCap's affiliation with Apollo as a rating strength, as it provides the company with access to industry knowledge, relationships with sponsors and banks, investment management resources and deal flow. Apollo is an alternative investment manager with approximately $548 billion of assets under management as of Dec. 31, 2022, including $392 billion in yield strategies. MidCap's credit performance has been solid historically, although this may be partially attributable to the relatively benign credit environment prior to the pandemic, and the focus on asset-based lending until more recently. Net charge-offs amounted to 0.31% of average loans in 2022, slightly below the four-year average of 0.36% from 2019 through 2022. At Dec. 31, 2022, approximately 1.3% of MidCap's loan portfolio was on non-accrual status; down from an average of 1.6% from 2019 to 2022 and flat yoy. MidCap's core earnings have been below peers, given the focus on lower-yielding senior debt investments. In 2022, pre-tax return on average assets (ROAA), excluding interest expense on profit participating notes, was 3.0%; up from 2.2% a year ago given higher rates on floating rate assets. Fitch expects earnings to benefit from the continued increase in interest rates in 2023, although a potential uptick in credit losses could be a headwind. Relative to peers, Fitch believes MidCap has a more stable earnings profile, as business development companies need to mark their portfolios to fair market value quarterly and generally have larger equity exposures that contribute to more earnings volatility over time. MidCap's leverage target, as measured by consolidated gross debt to tangible equity (including profit participating notes payable), is 3.75x-4.50x. Leverage was 4.3x at YE22; flat with the prior year, as additional borrowings to support origination activity were offset by increased earnings retention. An increase in leverage beyond the targeted range could result in negative rating actions. MidCap's funding is largely secured, although well-diversified. At YE22, the company had numerous credit facilities with aggregate capacity of $6.2 billion, eight securitizations with $4.5 billion of notes outstanding and $1.4 billion of unsecured notes across two issuances. Unsecured debt represented 13.6% of total debt at YE22, which is below Fitch's 'bb' category funding, liquidity and coverage benchmark range of 20%-75% for finance and leasing companies with an operating environment score in the 'bbb' category. Fitch does not expect a material change in the company's funding mix over the Outlook horizon. Fitch believes MidCap's liquidity profile is sound. At YE22, MidCap had $111.7 million of unrestricted cash, $1.8 billion of undrawn capacity on its credit facilities and $100 million of undrawn equity, which would be more than sufficient to fund historical peak revolver draws of approximately 70%. The credit facilities have maturities ranging from 2023 to 2034, and Fitch expects them to be renewed and extended, as necessary. The next term debt maturity is in 2028, when $1 billion of unsecured debt is due. MidCap has historically distributed the majority of its earnings to shareholders, but the firm began offering shareholders the opportunity to reinvest dividends in the company in 2022, which Fitch views favorably, as it will help fund portfolio growth. As a result, MidCap's payout ratio declined to 80% in 2022 from nearly 100% in 2021. The Stable Outlook reflects Fitch's expectation that MidCap will retain underwriting discipline, demonstrate relatively sound credit performance, manage leverage within the targeted range, and maintain sufficient funding diversity and liquidity to navigate the current economic environment. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: A sustained increase in leverage above 4.5x, a sustained reduction in unsecured debt below 10%, material deterioration in asset quality, an inability to maintain sufficient liquidity to fund interest expenses and revolver draws, a change in the perceived risk profile of the portfolio, material operational or risk management failures, and/or damage to the firm's franchise which negatively affects its access to deal flow and industry relationships could drive negative rating action. Factors that could, individually or collectively, lead to positive rating action/upgrade: A sustained reduction in leverage to below 3.0x, improved funding flexibility, including unsecured debt approaching 35% of total debt, and strong and differentiated credit performance of recent vintages could drive positive rating action. Any ratings upgrade would be contingent on the maintenance of consistent operating performance, a continued focus on first lien investments and a sufficient liquidity profile. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS The unsecured debt rating is one notch below the IDR given the high balance sheet encumbrance and the largely secured funding profile, which indicates weaker recovery prospects under a stress scenario. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The unsecured debt rating is expected to move in tandem with the Long-Term IDR. However, an increase in the proportion of unsecured funding, approaching 25%, assuming no change to the firm's leverage target, and/or the creation of a sufficient unencumbered asset pool, which alters Fitch's view of the recovery prospects for the debt class, could result in the unsecured debt rating being equalized with the IDR. SUBSIDIARY AND AFFILIATE RATINGS: KEY RATING DRIVERS The long-term IDR of MidCap Financial Issuer Trust is equalized with the long-term IDR of MidCap, which is a guarantor on its debt. SUBSIDIARY AND AFFILIATE RATINGS: RATING SENSITIVITIES MidCap Financial Issuer Trust's Long-Term IDR is expected to move in tandem with the Long-Term IDR of the parent. 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 Prior ----------- ------ ----- MidCap FinCo Intermediate Holdings Limited LT IDR BB+ Affirmed BB+ MidCap Financial Issuer Trust LT IDR BB+ Affirmed BB+ senior unsecured LT BB Affirmed BB MONTANA TUNNELS: Seeks to Extend Plan Exclusivity to June 5 ----------------------------------------------------------- Montana Tunnels Mining, Inc. (MTMI) asks the U.S. Bankruptcy Court for the District of Montana to extend its exclusivity periods to file a proposed chapter 11 plan and to obtain confirmation of the plan to June 5, 2023 and August 2, 2023, respectively. The Debtor explained that the following factors justify the extension: a. This is a complex case because of the interplay between MTMI's ability to reorganize its debts and the powers of the Montana Department of Environmental Quality (DEQ) which are not amenable to modification through a chapter 11 plan. b. MTMI requires time to analyze the economic practicability to reopening and operating its mill located within an area subject to the DEQ's environmental regulatory authority. c. MTMI is attempting to reorganize in a fashion that preserves its $18,000,000 reclamation bonding. d. MTMI is paying its bills as they become due. e. MTMI has not previously sought the enlargement of the exclusivity period. Montana Tunnels Mining, Inc. is represented by: James A. Patten, Esq. Molly S. Considine, Esq. PATTEN, PETERMAN, BEKKEDAHL & GREEN, P.L.L.C. 2817 Second Ave. North, Suite 300 Billings, MT 59103-1239 Tel: (406) 252-8500 Email: apatten@ppbglaw.com mconsidine@ppbglaw.com About Montana Tunnels Mining Montana Tunnels Mining, Inc., a company in Jefferson City, Mont., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mont. Case No. 22-20132) on Dec. 2, 2022. In the petition signed by its chief executive officer, Patrick Imeson, the Debtor disclosed $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Benjamin P. Hursh oversees the case. Patten, Peterman, Bekkedahl & Green, PLLC and Crowley Fleck, PLLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. MORGAN TURF: May 4 Plan Confirmation Hearing Set ------------------------------------------------ Judge Catherine Peel McEwen has entered an order conditionally approving the Disclosure Statement of Morgan Turf LLC. The Court will conduct a hearing on confirmation of the Plan, including timely filed objections to confirmation, objections to the Disclosure Statement, motions for cramdown, applications for compensation, and motions for allowance of administrative claims on May 4, 2023 at 1:30 p.m. in Tampa, FL - Courtroom 8B, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. Any written objections to the Disclosure Statement must be filed and served no later than 7 days prior to the date of the hearing on confirmation. Objections to confirmation must be filed and served no later than 7 days before the date of the Confirmation Hearing. The Plan Proponent must file a ballot tabulation no later than 96 hours prior to the time set for the Confirmation Hearing. About Morgan Turf LLC Morgan Turf LLC filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 8:22-bk-04620-CPM) on November 18, 2022. Judge Catherine Peek McEwen is assigned the case. The Debtor is represented by Pierce J Guard, Jr, Esq. at The Guard Law Group, PLLC. MOUNTAIN EXPRESS: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------ The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Mountain Express Oil Company and its affiliates. The committee members are: 1. The Necessity Retail REIT, Inc. Michael Anderson, General Counsel 38 Washington Square Newport, RI 02840 Phone: (212) 415-6507 Email: Manderson@ar-global.com Counsel: Karl Burrer Greenberg Traurig LLC 1000 Louisiana Street, Suite 6700 Houston, TX 77002 Phone: (713) 374-3612 Fax: (715) 583-9502 Email: burrerk@gtlaw.com 2. Total Image Solutions, LLC Jason Dawson 196 Theater Road South Hill, VA 23970 Phone: (434) 447-3347 Fax: (434) 447-3201 Email: jason@totalimagesolutions.com John H. Maddock, III McGuire Woods Gateway Plaza 800 East Canal Street Richmond, VA 23219 Phone: (804) 775-1178 Email: jmaddock@mcguirewoods.com 3. Coca-Cola Bottling Company United, Inc. Stephen Wood 4600 East Lake Boulevard Birmingham, AL 35217 Phone: (205) 612-4856 Email: stephenwood@ccbcu.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Mountain Express Oil Company Mountain Express Oil Company and its affiliates operate in the fuel distribution and retail convenience industry. As one of the largest fuel distributors in the American South, MEX and its affiliates serve 828 fueling centers and 27 travel centers across 27 states. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90147) on March 18, 2023. In the petition signed by Michael Healy, as chief restructuring officer, the Debtor disclosed up to $500 million in assets and liabilities. Judge David R. Jones oversees the case. Pachulski Stang Ziehl & Jones LLP represents the Debtor as legal counsel. The Debtors also tapped FTI Consulting, Inc. as financial advisor, Raymond James Financial, Inc. as investment banker, and Kurtzman Carson Consultants LLC as claims, noticing, and solicitation agent and administrative advisor. MURPHY OIL: S&P Upgrades ICR to 'BB+', Outlook Stable ----------------------------------------------------- S&P Global Ratings raised its issuer credit rating to 'BB+' from 'BB' and its issue-level ratings on its unsecured debt to 'BB+' from 'BB' on U.S.-based oil and gas exploration and production (E&P) company Murphy Oil Corp. S&P's recovery rating remains '3'. The stable outlook reflects S&P's expectation that the company will use the majority of its excess cash flow toward additional debt paydown, while maintaining funds from operations (FFO) to debt of about 75%-80% over the next two years. Murphy completed the Khaleesi, Mormont, Samurai field development project in the Gulf of Mexico with seven wells brought online. In 2022, the company completed its Gulf of Mexico project on schedule and within budget, contributing to a 5% increase in total production from 2021, to an average of 167,000 barrels of oil equivalent per day (boe/d, excluding noncontrolling interest volumes)) as of Dec. 31, 2022. With Samurai No. 5 coming online in the second quarter of 2023, Murphy expects production to plateau across these three fields for the next several years without any additional field development. Overall, S&P estimates average daily production of around 180,000 boe/d in 2023, with around 50% of expected total production coming from the Gulf of Mexico, along with total capital expenditures of around $950 million. Murphy achieved its 2022 debt reduction goal, reducing its debt by $650 million, with plans for further reduction this year. As of Dec. 31, 2022, the company's debt totaled around $1.8 billion, making progress toward its long-term debt target of $1 billion. Murphy plans to reduce its debt by an additional $500 million this year (using $75/bbl West Texas intermediate (WTI) pricing). The company's capital allocation framework, which is tied to its debt reduction goals, incorporates increased shareholder returns this year. Murphy is now positioned to begin the second phase of its capital allocation framework, allocating 75% of its adjusted free cash flow (after base dividends, noncontrolling distributions, and acquisitions) to debt reduction and 25% to additional shareholder returns. We expect the company's additional shareholder rewards to be in the form of share repurchases. The company maintains a board-authorized $300 million share repurchase program. Significant cash flow generation and further debt reduction will improve leverage metrics. S&P said, "We expect Murphy's FFO to debt to average around 75%-80% for the next two years, with debt to EBITDA well below 2.0x. "Our stable outlook reflects our expectation the company will use the majority of its excess cash flow toward additional debt paydown, further improving the sustainability of its credit ratios and enabling the company to better withstand commodity price volatility. We expect FFO to debt will improve to around 75%-80% within the next two years and we expect the company to use the remaining portion of its excess cash flow for additional shareholder returns. "We could lower ratings if Murphy's FFO to debt drops well below 60% on a sustained basis with no clear path for improvement. This would most likely occur if commodity prices decline below our expectations and the company does not reduce capital spending, if production falls short of expectations, or if the company were to pursue a debt-funded acquisition without adding to near-term cash flow." While highly unlikely, S&P could raise the rating if: -- The company brings its scale of reserves and production more in line with higher-rated peers while limiting proportional exposure to Gulf of Mexico; and -- FFO to debt remain well above 60% and be sustained at its midcycle price deck assumptions of $50/bbl WTI oil and $2.75 per million (mm) Btu Henry Hub natural gas. ESG credit indicators: E-4, S-3, G-2 S&P said, "Environmental factors are a negative consideration in our rating analysis on Murphy Oil Corp. as the E&P industry contends with an accelerating energy transition and adoption of renewable energy sources. We believe falling demand for fossil fuels will lead to declining profitability and returns for the industry as it fights to retain and regain investors that seek higher-return investments. Given its material deepwater exposure relative to overall assets, Murphy Oil faces higher environmental risks than that of onshore producers due to the greater susceptibility of offshore production to interruption and damage from hurricanes. Additionally, social factors are moderately negative as offshore operations are more subject to fatal accidents given the inherent risks of operating oil rigs and platforms, which involve air and water transportation of personnel, among other activities that could be life-threatening without proper care." MUSIC GETAWAYS: Case Summary & 17 Unsecured Creditors ----------------------------------------------------- Debtor: Music Getaways LLC f/d/b/a Evolution Music Inc. 31280 Oak Crest Drive, Suite 2 Westlake Village, CA 91361 Chapter 11 Petition Date: April 6, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-10256 Judge: Hon. Ronald A. Clifford III Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212 Tel: (310) 271-6223 Fax: (310) 271-9805 Email: michael.berger@bankruptcypower.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Warren D. Hill as managing member. A full-text copy of the petition is available for free at PacerMonitor.com at: A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CCS7MNA/Music_Getaways_LLC__cacbke-23-10256__0001.0.pdf?mcid=tGE4TAMA NAUTILUS POWER: $728.6M Bank Debt Trades at 33% Discount -------------------------------------------------------- Participations in a syndicated loan under which Nautilus Power LLC is a borrower were trading in the secondary market around 67.5 cents-on-the-dollar during the week ended Friday, April 7, 2023, according to Bloomberg's Evaluated Pricing service data. The $728.6 million facility is a Payment In Kind Term loan that is scheduled to mature on May 16, 2024. About $573.1 million of the loan is withdrawn and outstanding. Nautilus Power, LLC provides utility services. The Company generates, transmits, and distributes electric energy. NEWCO LLC: Seeks to Hire Ascendant Law Group as Bankruptcy Counsel ------------------------------------------------------------------ NewCo, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to employ Ascendant Law Group LLC as its counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties in the continued management and operation of its businesses and properties; (b) represent the Debtor at all hearings and matters pertaining to its affairs; (c) attend meetings and negotiate with representatives of the Debtor's creditors and other parties-in-interest, as well as responding to creditor inquiries; (d) take all necessary action to protect and preserve the Debtor's estate; (e) prepare on behalf of the Debtor all necessary legal papers; (f) review applications and motions filed in connection with the Debtor's bankruptcy case; (g) negotiate and prepare on the Debtor's behalf any plan of reorganization, disclosure statement, and all related agreements or documents, and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; (h) advise the Debtor in connection with any potential sale or sales of assets or its business, or in connection with any other strategic alternatives; (i) review and evaluate the Debtor's executory contracts and unexpired leases, and represent the Debtor in connection with the rejection, assumption or assignment of such leases and contracts; (j) represent the Debtor in connection with any adversary proceedings or automatic stay litigation which may be commenced by or against the Debtor; (k) review and analyze various claims of the Debtor's creditors and treatment of such claims, and prepare, file, or prosecute any objections thereto; and (l) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with its bankruptcy case. The hourly rates of the firm's counsel and staff are as follows: Jesse I. Redlener, Member $395 Lee Harrington, Member $395 Matthew Ginsburg, Member $395 In addition, the firm will seek reimbursement for expenses incurred. Lee Harrington, Esq., a partner at Ascendant Law Group, disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lee Harrington, Esq. Ascendant Law Group, LLC 2 Dundee Park Drive, Suite 102 Andover, MA 01810 Email: lharrington@ascendantlawgroup.com About NewCo LLC NewCo LLC owns property in Lincoln, New Hampshire. It owns duplex units 41, 53 and 54 in the Forest Woods Development and an undeveloped property in the Forest Gardens development for building three additional 12-unit buildings. The Properties have an aggregate appraised value of $8.5 million. NewCo LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 23-10123) on March 14, 2023. In the petition filed by Jared R. Elliott, manager and sole member, the Debtor reported total assets of $8,504,673 and total liabilities of $3,448,000. Judge Bruce A. Harwood oversees the case. Ascendant Law Group, LLC serves as the Debtor's counsel. NICK'S CREATIVE: May 2 Hearing on Disclosure Statement ------------------------------------------------------ Judge Mindy A. Mora has entered an order that the Disclosure hearing of Nick's Creative Marine, Inc. will be held on May 2, 2023 at 1:30 p.m. in 1515 N. Flagler Drive, 8th Floor, Courtroom A, West Palm Beach, FL 33401. The deadline for filing objections to the Disclosure Statement will be on April 25, 2023. Proponent's deadline for filing a motion under 11 U.S.C. Sec. 1121(e)(3) will be on April 25, 2023. About Nick's Creative Marine Nick's Creative Marine, Inc., owns a marine supply store in Riviera Beach, Florida. Nick's Creative Marine sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-17170) on Sept. 16, 2022. In the petition signed by Nicholas Scafidi, vice-president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Erik P. Kimball oversees the case. Craig I. Kelley, Esq., at Kelly, Fulton & Kaplan, P.L., is the Debtor's counsel. NOBLE CORP: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has assigned a 'BB-' first time Long-Term Issuer Default Rating (IDR) to Noble Corp plc and Noble Finance II LLC with a Stable Rating Outlook. Fitch has also assigned a 'BB-'/'RR4' rating to the proposed $600 million Noble Finance II LLC senior unsecured notes. Noble's rating reflects its low and improving leverage, strong liquidity and well-positioned fleet. The company has one of the largest fleets in the global floater market and has good visibility for 2023 and 2024 with strong contract coverage reflected in its $3.9 billion backlog. These strengths are offset by the high volatility in utilization and day rates inherent in the offshore drilling market. Noble completed a debt restructuring in February 2021, decreasing its gross debt level by 90%. The Stable Outlook is based on Fitch's expectation of broadly stable day rates in 2023-2024 with gradual decreases thereafter. Fleet utilization is expected to grow through 2024 before reversing modestly thereafter in line with Fitch's oil price assumptions. KEY RATING DRIVERS Leader in Offshore Drilling: Fitch views Noble's large and diverse fleet of drilling equipment as supportive of the credit. The company owns 18 floating rigs, including 15 drillships and three semisubmersible rigs, and 13 jackups. Noble operates in all major offshore oil and gas basins, such as the Gulf of Mexico, South America, West Africa, the North Sea and Southeast Asia. Contract backlog as of Dec. 31, 2022 totaled $3.9 billion. Noble expects to convert around 43% of backlog into revenue in 2023 and 29% into revenue in 2024. Customer Concentration: Fitch views the concentration of Noble's backlog with ExxonMobil and Aker BP (~63%) as modestly positive. The typical concern around customer concentration is offset somewhat by the credit strength of these two counterparties. ExxonMobil is the second largest integrated oil and gas company in the world and, while not rated by Fitch, would be commensurate with high investment grade credit quality. Aker BP is rated 'BBB' by Fitch. In addition, the relationships with ExxonMobil and Aker BP are both operating under long-term arrangements that allow for maintenance of market pricing and are focused on areas of great importance to both of the operators (Guyana and Suriname for ExxonMobil and Norway for Aker BP). Rebound in Floater Market: The recovery in floater day rates is a credit positive for Noble. As long-term forward oil prices started to increase in 2021, market day rates for floaters began growing at a fast pace and almost doubled between end-2020 and end-2022. Floater utilization also improved in 2022. Fitch does not assume any significant growth in market day rates in 2H23-2024 and expect rates to decline in 2025 based on its oil price deck. The number of contracted floaters has been largely stagnant worldwide in 2017-2022, and Fitch expects this number to increase in 2023-2024. Stacked floater rigs number peaked in early 2017 after oil prices collapsed in 2014. More than half of stacked rigs as of early 2017 exiting the market by end-2022. Two of Noble's 18 floaters are currently stacked. Lagging Rebound in Jackup Market: Noble's exposure in the jackup market is a modest near-term credit negative. The jackup market is lagging the recovery that is occurring in the floater market with both utilization and day rates recovering, but slowly. Fitch expects modest improvement in both measures in 2023 and a more substantial recovery in 2024. The low cost of reactivating jackup rigs relative the cost for floaters adds a level uncertainty to the recovery. Noble's cashflow is much more leveraged to floaters than jackups with floater-generated gross margin averaging around 90% of the total. Elevated Near-Term Capex: Elevated capex in 2023 and 2024 due to a high number of Special Periodic Surveys (SPS) is manageable within cashflow. In line with the age of vessels, Noble has a higher number of regulatorily required SPS work to do in 2023 and 2024. The capex in 2023 and 2024 is expected to be in the $350 million to $400 million range before declining to a normal run-rate of around $250 million. Conservative Financial Policy: Fitch views Noble's conservative financial policy as a credit positive. The company targets liquidity at or above $600 million and net leverage at or below 1.0x through the cycle with EBITDA heavily weighted towards the lower of LTM or NTM. While Noble has been acquisitive its purchases have been largely equity funded and balanced by offsetting, largely cash, divestitures. The company has an approved $400 million share buyback program which Fitch believes will be executed over the next several years in a manner that aligns with their financial policy. DERIVATION SUMMARY Noble's peers include Valaris Ltd., Nabors Industries, Ltd. (B-/Stable), Precision Drilling Corporation (B+/Stable), and KCA Deutag Alpha Limited (B+/Stable). Fitch expects Valaris to have similar scale to Noble but lower margins, less consistent generation of positive FCF, and modestly higher leverage. Nabors is larger than Noble with similar margins but meaningfully higher levered. Fitch expects Precision and KCA Deutag to generate significantly lower revenue than Noble and have lower EBITDA margins in 2024-2025. Their leverage is projected to be higher. Nabors, Precision and KCA Deutag are involved in onshore drilling segment, which is more stable than the offshore segment KEY ASSUMPTIONS Key Assumptions for Rating Case: - Brent oil price $85/bbl in 2023, $75/bbl in 2024, and $65/bbl in 2025 and $53/bbl thereafter; - Revenue growth of 70% in 2023 and 5% in 2024 followed by declines thereafter; - EBITDA margins expand into the mid-30% range in 203 and 2024 before returning to mid-20% range; - Capex increasing to $352 million in 2023 and $400 million in 2024 before returning to normalized $250 million; - Stock buybacks of $60 million in 2023 and $100 million per year thereafter. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Sustainably stronger offshore drilling market fundamentals as shown by decreased cashflow volatility across the cycle; - Track record of conservative financial policy that keeps gross debt in check; - Midcycle EBITDA leverage below 1.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Loss of material customer contracts; - Deteriorating market fundamentals such as a sustained decrease in day rates and offshore rig utilization; - Significant increase in gross debt; - Weakening liquidity; - Midcycle EBITDA leverage above 2.5x. LIQUIDITY AND DEBT STRUCTURE Ample Liquidity: With the proposed refinancing transaction Noble will push maturities from 2023, 2025 and 2028 to 2031 and extend the revolver from 2025 to 2028. Even with elevated capital spending in 2023 and 2024 for Special Periodic Survey work on several rigs Fitch expects the company to consistently generate positive FCF. As long as Noble remains disciplined in regards to capital spending, acquisitions and stock buybacks the company is expected to have ample liquidity. ISSUER PROFILE Noble Corporation plc (Noble) is a leading provider of offshore contract drilling services with operations around the globe. The company maintains a fleet of 31 offshore rigs consisting of 11 7G drillships, four 6G drillships, three 6G semisubmersibles, eight harsh environment jackups and five ultra-harsh environment jackups. 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 ----------- ------ -------- ----- Noble Corporation plc LT IDR BB- New Rating WD Noble Finance II LLC LT IDR BB- New Rating senior unsecured LT BB- New Rating RR4 NOBLE HEALTH: Seeks to Hire Berman as Bankruptcy Counsel -------------------------------------------------------- Noble Health Real Estate II, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to hire Berman, DeLeve, Kuchan & Chapman, LLC as its legal counsel. The firm's services include: (a) advising the Debtor regarding its rights and obligations, and compliance with the Bankruptcy Code; (b) preparing and filing schedules, statement of affairs and legal documents; (c) representing the Debtor at the meeting of creditors and court hearings; (d) solicitating consents to the Debtor's proposed plan of reorganization and securing confirmation of said plan; (e) representing the Debtor with respect to any matters that may arise in connection with its reorganization proceeding and the conduct and operation of its business; and (f) examining claims of creditors and advising the Debtor on legal issues, including securing debtor-in-possession financing, the use of cash collateral, the sale of property of the estate, the assumption or rejection of unexpired leases and executory contracts, and the protection of the Debtor's interests with respect to any contested or adversary matters. The hourly rate charged by Ronald Weiss, Esq., and Joel Pelofsky, Esq., is $350 per hour. Paralegals and document maintenance personnel charge $150 per hour and $75 per hour, respectively. Mr. Weiss disclosed in a court filing that he and his firm are "disinterested persons" as defined in Section 101(14) of the Bankruptcy Code. Berman can be reached through: Ronald S. Weiss, Esq. Joel Pelofsky, Esq. Berman, DeLeve, Kuchan & Chapman, LLC 1100 Main, Suite 2850 Kansas City, MO 64105 Phone: (816) 471-5900 Fax: (816) 842-9955 Email: rweiss@bdkc.com Email: jpelofsky@bdkc.com About Noble Health Real Estate II Noble Health Real Estate II, LLC is engaged in activities related to real estate. The company is based in Fulton, Mo. Noble Health Real Estate II filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-20100) on March 3, 2023, with up to $50,000 in assets and $10 million to $50 million in liabilities. Zev M. Reisman, general manager and corporate secretary of Noble Health Real Estate II, signed the petition. Judge Dennis R. Dow presides over the case. Ronald S. Weiss, Esq., and Joel Pelofsky, Esq., at Berman, DeLeve, Kuchan & Chapman, LLC serve as the Debtor's bankruptcy attorneys. NUMERICAL CONTROL: Selling Assets for $910K, Subject to Overbid --------------------------------------------------------------- Numerical Control Support, Inc., asks the U.S. Bankruptcy Court for the District of Kansas to approve the auction sale of assets for $910,000, subject to overbid. The Debtor previously filed a plan of reorganization but does not believe that a path of reorganization in in the best interest of its creditors. It has determined that, based on the current economic condition and the nature of its business operations and property of the estate available for sale, it is in the best interests of the bankruptcy estate and its creditors to liquidate its assets via an auction within 60 days from the Court's approval. Contemporaneously with the Motion, the Debtor is filing a motion to employ PPL Acquisition Group XVII, LLC as auctioneer. The Debtor seeks to employ PPL Acquisition Group XVII, LLC, 105 Revere Drive, Ste. C, Northbrook, IL 60062 to prepare, market, privately sell and conduct an auction of the Debtor's physical assets in accordance with the terms of the Guarantee Sales Agent Agreement entered into by and between the Debtor and the Auctioneer. In accordance with the terms of the Agreement, the Auctioneer will auction the physical assets wall-to-wall, floor-to-ceiling fence-to-fence, boundary-to-boundary of the Debtor's property in Shawnee, Kansas ("Premises"), including but not limited to those items listed in Exhibit 1 with related tooling packages, related items, all tooling, and miscellaneous contents of the building as further described in this Agreement, but specifically excluding all cash or amounts in Owner's bank accounts, account receivables, work-in-progress, inventory, and intellectual property "Assets"). The Debtor believes the value of the Assets will be maximized by the auction through the services of the Auctioneer under the terms of the Agreement. Pursuant to and more fully described in the Agreement, the Auctioneer will provide the Debtor with a Guarantee Price for the Assets. The Auctioneer will provide the Debtor a guarantee for the Assets, provided all machines remain under power or as originally inspected. The Guarantee Price will be paid as follows: a. Deposit equal to 10% of Guarantee Price ($91,000) will be held in the Debtor's attorney's IOLTA account until the balance is paid. The Deposit will be paid upon receipt by Sales Agent of: i. Bankruptcy court approval of Sales Agent's employment; ii. Satisfactory due diligence lien search conducted by Sales Agent; iii. Acknowledgement letter from all secured parties asserting a security interest or lien in the Assets confirming that such security interest or lien will be released upon receipt of the balance owed to such secured party; iv. Proof of Owner's insurance as per Section 12 of the Guarantee Sales Agent Agreement; b. The balance of $819,000 will be paid one day prior to the date of the Auction. Actual amounts collected from the sale of the Assets will be distributed as follows: a. The first to Auctioneer to reimburse the Guarantee Price already paid by Auctioneer; b. The next $40,000 to Sales Agent to cover expenses and risk; and c. All proceeds over $950,000 split 100% to Owner and 0% to Sales Agent (exclusive of sales tax and Buyer's Premium). d. The balance of the funds to be held in the Debtor's counsel's IOLTA trust account as Ordered by the Court. e. As Auctioneer conducts the Sales Process and from the actual amounts collected from the sale of the Assets (exclusive of sales tax and Buyer’s Premium), Auctioneer will be entitled to compensation and expenses in an amount equal to (i) 100% of all sale proceeds collected up to $950,000, plus the premium of any required Bond incurred by Auctioneer in excess of $500; (ii) 0% of any sale proceeds collected above $950,000. As Auctioneer conducts the auction and from the actual amounts collected from the sale of the Assets (exclusive of sales tax and Buyer’s Premium), it will be entitled to compensation and expenses in an amount equal to (i) 100% of all sale proceeds collected up to $950,000, plus the premium of any required Bond incurred by the Auctioneer in excess of $500; (ii) 0% of any sale proceeds collected above $950,000. As additional and further compensation, the Auctioneer will be entitled to a Buyer's Premium of 18%, as more fully described in the Agreement. In connection with the foregoing, the Debtor requests that the Court to authorize Debtor to pay the commission of Auctioneer as set forth in the Agreement without the need for the filing of a fee application and without further order of the Court. The Auctioneer will purchase, if required, a bond in accordance with the rules and regulations of the United States Trustee in an amount sufficient to protect the bankruptcy estate from loss. Pursuant to 11 U.S.C. Section 363(f), the Debtor seeks authority to sell and transfer its assets to the purchasers free and clear of all liens. Any such liens will attach to the proceeds of the sale of the assets. A copy of the Agent Agreement is available at https://tinyurl.com/2p93ru78 from PacerMonitor.com free of charge. About Numerical Control Support Numerical Control Support, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 22-21075) on Nov. 3, 2022, with $1,440,773 in assets and $3,097,661 in liabilities. Joshua Peterson, chief executive officer and president, signed the petition. Judge Robert D. Berger oversees the case. Colin Gotham, Esq., at Evans & Mullinix, P.A. serves as the Debtor's legal counsel while Taylor Group, LLC is the Debtor's accountant. OMNIQ CORP: Incurs $13.6 Million Net Loss in 2022 ------------------------------------------------- Omniq Corp has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $13.61 million on $102.54 million of total revenues for the year ended Dec. 31, 2022, compared to a net loss of $13.14 million on $78.25 million of total revenues for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $64.81 million in total assets, $75.34 million in total liabilities, and a total deficit of $10.53 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has a deficit in stockholders' equity, and has sustained recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. Management Commentary Shai Lustgarten, CEO of omniQ commented "As we focused our efforts during the year on driving revenue, we were rewarded with continued strong momentum. I am proud to announce that we experienced record breaking revenues of $102.5 million for 2022. Despite supply chain challenges faced around the globe, our revenue marked a monumental achievement as we reached over $100 million for the first time. In addition, we recorded positive cash flow from operations of $1.2 million, another historic result. This growth came from a wide group of customers and variety of sectors including safe city, supply chain, hospitals, restaurant and retail. This diversity proves once again that our technology has demand and success from multiple large verticals who depend on our technology and services to improve their day-to-day operations. As we look into 2023, we are off to a strong start and look forward to a year of continued growth and profitability. We are especially excited about the progress and opportunity we see in our AI Machine Vision segment which we expect to positively impact our profitability. After seeing significant success in our Safe City vertical we expect the growth of cities contracted and deployed to continue to gain momentum as our backlog expands. I would like to thank our employees for their efforts, wisdom and innovative spirit that place us as a preferred supplier to the most demanding customers in the world and special thanks to our investors and partners for their continuous support." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/278165/000149315223009866/form10-k.htm About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic and parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. OPTIV INC: Moody's Rates New 1st Lien Term Loan 'B3' ---------------------------------------------------- Moody's Investors Service affirmed Optiv, Inc.'s B3 Corporate Family Rating, B3-PD Probability of Default and assigned a B3 rating to the proposed 1st lien term loan and a Caa2 to the proposed 2nd lien term loan, and affirmed these same ratings respectively on the existing loan facilities. The proposed loans will be used to refinance the existing debt. Contemporaneously with the refinancing, Optiv will refinance and upsize the unrated ABL facility. The ABL along with cash on hand will effectively be used to fund a pending acquisition, fees and expenses related to the combined transactions, and general corporate purposes. The outlook remains stable. The affirmation of Optiv's ratings reflects the extension of maturities of the debt, particularly the 1st lien debt which matures in February 2024. The new 2026 maturity is somewhat limited in duration, but nonetheless credit positive. Although a portion of the ABL will be used to effectively fund the acquisition, the ABL is also being upsized by a similar amount resulting in only a modest impact to overall liquidity from the combined transactions. The acquisition is expected to be leverage neutral given the positive EBITDA of the acquired entity, a provider of security solutions to government departments. RATINGS RATIONALE The B3 CFR is primarily driven by Optiv's high leverage and low margins. The ratings benefit from Optiv maintaining a leading position as a supplier of security solutions and in-house security service offerings. Optiv is one of the largest value-added resellers ("VAR") of security software and hardware with likely the broadest sales and engineering coverage in the US. Moody's adjusted debt to EBITDA was approximately 7.6x for the year ending December 31, 2022, pro forma for the pending acquisition. Although growth will be impacted by recessionary pressures, security spending should be relatively resilient. Leverage will remain high given the slowing macro environment but has the potential to de-lever to under 7x over the next 12-18 months in the absence of debt funded acquisitions. EBITDA margins are expected to remain in the 4% range of gross revenue reflecting the company's distribution model. The stable outlook reflects Moody's expectation that growth will moderate from recent years as macro-economic concerns slow growth in security spending. Security budgets should remain somewhat resilient however and drive low single digit revenue and EBITDA growth at Optiv over the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Optiv's ratings could be downgraded if revenues decline and margins deteriorate or Moody's Adjusted leverage is greater than 8x on other than a temporary basis. The ratings could also be downgraded if liquidity deteriorates. The ratings could be upgraded if Optiv sustains Moody's Adjusted leverage below 6x while producing free cash flow to debt greater than 5%. Liquidity is adequate supported by an estimated $25 million of cash at closing of the transactions, approximately $200 million of availability under the proposed $300 million ABL facility, and minimal but positive free cash flow over the next year. Optiv's ESG credit impact score (CIS-4) is highly negative, primarily driven by governance risks. Governance risks arise from high leverage levels and associated aggressive financial policies of private equity owner, KKR. Moderately negative social risks stem from data security concerns and access to skilled talent. The following ratings were affected: Assignments: Issuer: Optiv Inc. Proposed Senior Secured 1st Lien Bank Credit Facility, Assigned B3 (LGD3) Proposed Senior Secured 2nd Lien Bank Credit Facility, Assigned Caa2 (LGD5) Affirmations: Issuer: Optiv Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Existing Senior Secured 1st Lien Bank Credit Facility, Affirmed B3 (to LGD3 from LGD4) Existing Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa2 (LGD5) Outlook Actions: Issuer: Optiv Inc. Outlook, Remains Stable Optiv is a value-added-reseller of cybersecurity technology and provider of cybersecurity services. The company, headquartered in Denver, CO, had gross revenue of about $3.2 billion for the twelve months ended December 31, 2022. The company was acquired by private equity firm KKR in 2017. The principal methodology used in these ratings was Software published in June 2022. ORCHID FINCO: $400M Bank Debt Trades at 21% Discount ---------------------------------------------------- Participations in a syndicated loan under which Orchid Finco LLC is a borrower were trading in the secondary market around 78.8 cents-on-the-dollar during the week ended Friday, April 7, 2023, according to Bloomberg's Evaluated Pricing service data. The $400 million facility is a Term loan that is scheduled to mature on January 27, 2029. About $366 million of the loan is withdrawn and outstanding. The Company's country of domicile is the United States. OUTDOOR HOME SERVICES: S&P Downgrades ICR to 'B-', Outlook Stable ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Lawn, tree, and shrub service provider Outdoor Home Services Holdings LLC's (doing business as TruGreen) to 'B-' from 'B'. S&P said, "At the same time, we lowered our rating on the company's first-lien senior secured debt to 'B-' from 'B'. The recovery rating remains '3', reflecting our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. We also lowered our rating on its second-lien senior secured debt to 'CCC' from 'CCC+'. The recovery rating remains '6', reflecting our expectation for negligible recovery (0%-10%; rounded estimate: 0%). "The stable outlook indicates our expectation that leverage will remain elevated at over 7x amid cost headwinds with labor and chemicals, with challenging industry dynamics continuing to dampen consumer demand for lawn care." Leverage will remain elevated in 2023 after high costs of labor, chemicals, and fuel eroded profitability in 2022 and stressed free operating cash flow (FOCF) for a historically good cash flow generator. S&P said, "TruGreen's leverage increased to 7.8x at the end of 2022, above our expectations of 6.5x compared to 5.9x at the end of 2021. This is due in part to the company's $60 million incremental add-on to its term loan B due in 2027 to fund a $164 million shareholder distribution in February 2022, as well as approximately $84 million of inflationary cost pressures during the year. Key costs of fuel and chemicals weakened TruGreen's S&P Global Ratings-adjusted EBITDA margin to 14.6% at the end of 2022 from 18.6% at the end of 2021. Despite signs of moderation since the latter half of 2022, we now forecast leverage will remain above 7x in 2023 as continued weaker customer demand, wage pressures, and the recent slow increase in pesticide/insecticide prices will offset some relief from chemical and fuel prices returning closer to historical levels." TruGreen's historical generation of FOCF has been significantly hampered this year, with only approximately $1 million of FOCF in 2022 compared to $84.6 million in 2021. Though this was partially due to the aforementioned struggles, TruGreen also had significantly higher working capital usage during the year as a result of incentive compensation and its Coronavirus Aid, Relief, and Economic Security Act repayment in the latter half of 2022. As both these items roll off in 2023, we believe TruGreen will return to generating approximately $25 million of FOCF, which will be sufficient to support its operations and investment needs during the year. S&P expects weaker consumer demand in 2022 to continue into 2023 as the macroeconomic backdrop remains soft, resulting in relatively muted revenue growth over the next 12 months that will rely on higher prices. TruGreen's business is highly seasonal and discretionary. It generates approximately 65% of revenues in the summer and spring. In 2022, TruGreen's customer count declined approximately 6% from fewer new customers and lower customer retention due to a combination of a cooler, wetter spring and inflation that weighed on consumer discretionary spending. The disadvantageous spring conditions also led to more intense competition for new sales, particularly in digital marketing channels, further limiting the company's ability to gain new customers during the first half. To combat persistent cost inflation and its diminishing customer base, TruGreen raised prices 6%-7%, resulting in overall revenue growth of approximately 1.4%. S&P expects the company will further increase prices approximately 5%-6% to achieve low-single-digit percent revenue growth in 2023. It has begun to see a slight rebound in demand from more favorable weather since the beginning 2023, with a warmer-than-average February and colder-than-expected March. However, we continue to expect that overall customer count will remain somewhat lower as consumer discretionary spending pressures continue into this year, fewer customer acquisitions from continued sluggish new customer inquiries, and a planned pause of mergers and acquisitions activity in the first half. Despite their recent moderation, chemical costs and wage pressures remain constraints that will limit substantial near-term growth, but TruGreen should maintain margins in the next year. The supply and price of urea, a key chemical in the fertilizer products the company uses, were significantly affected by the Russia-Ukraine conflict. During the first half of 2022, urea prices increased more than expected, above 100%, as conflict-related supply shortages peaked. This had a significant impact on the company's cost dynamics, as TruGreen typically buys its chemical inputs at spot with an additional margin to a distributor and normally keeps only approximately 6-8 weeks of supply on hand. Though TruGreen attempted to rectify this by adjusting prices during the year, the uncertainty of supply and cost dynamics resulted in pricing lag throughout the year. Price increases at times were insufficient to keep up with the volatility of urea costs. Beginning in the second half, spot prices of urea and fuel costs began to moderate from their peaks and continue to fall closer to historical levels. The ongoing Russia-Ukraine conflict continues to add an element of uncertainty for S&P's forecast. TruGreen has recovered from its struggles with staff retention and turnover from prior years, and is now adequately staffed following some hiring initiatives and increasing annual wages across its workforce last year. However, the rebuild comes on the heels of wage inflation that remains high, following its peak in 2022. We expect the company's continued price increases in 2023 will offset most of this pressure. TruGreen will additionally benefit from its recent investments to improve employee retention, productivity, and engagement. This should also allow it to recapture some of the loss related to its pricing lag in 2022 when chemical costs peaked and to maintain EBITDA margin of about 15% over the next year. The stable outlook indicates S&P's expectation that leverage will remain elevated at over 7x as TruGreen still faces some cost headwinds with labor and chemicals and challenging industry dynamics continue to dampen consumer demand for lawn care. S&P could lower its ratings if performance weakens such that the company's capital structure becomes unsustainable or liquidity becomes constrained. This could occur if: -- Operating performance and profitability deteriorate further than expected; and -- Result in negative cash flow and interest coverage due to continued weaker consumer demand or higher-than-anticipated cost inflation. S&P could raise the rating if the company's leverage falls back below 7x on a sustained basis. This could occur if it: -- Increases EBITDA by managing volatile and inflationary costs in light of the macroeconomic backdrop while demand remains healthy; and -- Adopts a financial policy consistent with maintaining leverage below 7x. ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis of Outdoor Home Services. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns." PACIFIC BEND: Seeks Approval to Hire Wilson Ivanova as Accountant ----------------------------------------------------------------- Pacific Bend, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Wilson Ivanova Certified Public Accountants, Inc., APAC. The Debtor requires an accountant to: (a) provide monthly bookkeeping services; (b) prepare the Debtor's financial statement; (c) assist the Debtor in preparing monthly operating reports and other financial documents during the pendency of its bankruptcy case; and (d) assist the Debtor in the preparation of its tax returns. The firm will charge these hourly fees: Matthew Wilson, CPA, MSA, CGMA $500 Todd Lawrence, CPA, CGMA $400 Cheryl Van Veluwen, EA $240 Staff accountants (data entry) $120 The accountant requested a post-petition retainer of $20,000. As disclosed in court filings, Wilson Ivanova is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew Wilson, CPA Wilson Ivanova Certified Public Accountants, Inc., APAC 451 E Vanderbilt Way #325 San Bernardino, CA 92408 Phone: +1 909-379-0296 Email: mwilson@wicpas.net About Pacific Bend Pacific Bend, Inc. is a manufacturer of pallet racking in Hemet, Calif. Pacific Bend sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10761) on Feb. 28, 2023, with up to $50 million in both assets and liabilities. Darlene Barios, president and chief executive officer of Pacific Bend, signed the petition. Judge Wayne Johnson oversees the case. The Debtor tapped Vanessa M. Haberbush, Esq., at Haberbush, LLP as legal counsel and Wilson Ivanova Certified Public Accountants, Inc., APAC as accountant. PACIFICCO INC: Court OKs Interim Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Pacificco Inc., Catalina Marketing Corporation and their debtor-affiliates to use cash collateral on an interim basis in accordance with the budget. The Debtors require the use of cash collateral to fund working capital obligations, administer the estates, pay operating expenses, maintain assets, and effectuate the contemplated sale of the Debtors' Japanese business. Catalina Marketing Corporation, as borrower, and certain of the other Debtors, as guarantors, GLAS USA LLC, as administrative agent, GLAS AMERICAS LLC, as collateral agent, and the lender parties thereto are parties to the Super Priority Senior Term Loan Credit Agreement, dated as of February 27, 2023, under which the Super Priority Lenders agreed to provide to CMC a $20 million term loan facility. The Super Priority Term Loan matures on June 30, 2023. On March 23, 2023, the Company and the lenders party to the Super Priority Term Loan entered into the Amendment No. 1 to Senior Term Loan Credit Agreement, which provided an incremental $10 million in term loans on the same terms as the initial Super Priority Term Loan. The Super Priority Term Loan is secured by a first-priority lien on, and security interest in, the collateral under that certain Security Agreement, dated as of February 27, 2023. As of the Petition Date, $36 million (plus accrued and unpaid interest) is outstanding under the Super Priority Term Loan. CMC, as borrower, and certain of the other Debtors, as guarantors, GLAS USA LLC, as administrative agent, GLAS Americas LLC, as collateral agent, the holders of first-out tranche debt, and the holders of last-out tranche debt are parties to the Senior Term Loan Credit Agreement, dated as of February 15, 2019 under which the subordinated First-Out Lenders were deemed to provide to the borrower a $125 million term loan facility and the Subordinated Last-Out Lenders were deemed to provide to the borrower a $150 million term loan facility. The Subordinated First-Out Term Loan matured on February 15, 2023, and the Subordinated Last-Out Term Loan matures on August 15, 2023. There is significant overlap among the Subordinated First-Out Lenders and Subordinated Last-Out Lenders, and all of the Subordinated Term Loan Lenders are party to the Subordinated Credit Agreement. The Subordinated Term Loan is secured by a lien on, and security interest in, the collateral under that certain Security Agreement, dated as of February 15, 2019. To the extent the collateral under the Subordinated Security Agreement is also collateral under the Super Priority Security Agreement, the liens securing the Subordinated Term Loan rank junior to the liens securing the Super Priority Term Loan. The Subordinated Last-Out Term Loan ranks junior to the Subordinated First-Out Term Loan in right of payment. As of the Petition Date, approximately $110.4 million is outstanding under the Subordinated First-Out Term Loan, and approximately $224.0 million is outstanding under the Subordinated Last-Out Term Loan. As adequate protection for the use of cash collateral, among other things, the Prepetition Secured Parties are granted: a. Adequate Protection Liens. To the Prepetition Secured Parties, an additional and replacement postpetition security interests in and liens on, subject to limited exceptions, all present and after-acquired property of the Debtors. b. Superpriority Claims. To the Super Senior Agent, for the benefit of the Super Priority Lenders, and the Subordinated Agent, for the benefit of the Subordinated Term Loan Lenders, an allowed superpriority administrative expense claim that is junior only to (i) the Carve Out and (ii) in the case of Superpriority Claims granted to the Subordinated Agent, the Superpriority Claims granted to the Super Senior Agent. The Debtors' authorization, and the Prepetition Secured Parties' consent, to use cash collateral will terminate on the earliest to occur of: * May 31, 2023, subject to extension. * The termination or non-consensual modification of the Interim Order or the failure of the Interim Order to be in full force and effect. * The entry of a Court order terminating the Debtors' right to use cash collateral. * The dismissal of the chapter 11 cases or the conversion of the chapter 11 cases to cases under chapter 7 of the Bankruptcy Code. * The appointment of a trustee or an examiner with expanded powers. * The delivery of a Termination Date Declaration upon the occurrence and at any time during the continuation of an Event of Default. * The first business day that is 40 days after the Petition Date if the Final Order, in form and substance acceptable to Required Super Senior Lenders, has not been entered by the Court on or before such date. * The consummation of the Prepackaged Plan or an Acceptable Plan. A final hearing on the matter is set for April 28 at 10 a.m. A copy of the order is available at https://bit.ly/3Gazq22 from PacerMonitor.com. The Debtor projects total operating disbursements, on a weekly basis, as follows: $7,841,000 for the week ending April 7, 2023; $123,000 for the week ending April 14, 2023; $3,701,000 for the week ending April 21, 2023; and $854,000 for the week ending April 28, 2023; About Catalina Marketing Catalina Marketing Corporation provides an extensive network of in-store, point-of-sale data acquisition and promotional delivery systems, present in approximately 22,000 retail locations in the U.S. Catalina is currently party to agreements with approximately 59 retailer partners to utilize Catalina's networked servers and high-speed printers at multiple POS locations in each of the retailers' stores. Catalina Marketing and 14 affiliated entities sought Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York on March 28, 2023. Affiliate PacificCo Inc. (Bankr. S.D.N.Y. Case No. 23-10470) is the lead case. The Debtors listed $100 million to $500 million in estimated assets and liabilities on a consolidated basis. The petitions were signed by Michael Huffmaster as chief financial officer. The Hon. Philip Bentley oversees the cases. Garty T. Holtzer, Esq., Kevin Bostel, Esq., and Rachael Foust, Esq., at Weil, Gotshal & Manges LLP, serve as the Debtors' counsel. FTI Consulting, Inc., serves as the Debtors' financial advisor. Houlihan Lokey is the Debtors' investment banker. Kurtzman Carson Consultants LLC is the Debtors' claims, noticing and solicitation agent. Catalina and several affiliates previously sought Chapter 11 bankruptcy protection on Dec. 12, 2018 with a prepackaged plan that would reduce debt by $1.6 billion. The 2018 lead case was In re Checkout Holding Corp. (Bankr. D. Del. Case No. 18-12794). In the 2018 petition, Catalina disclosed funded debt of $1.9 billion as of the bankruptcy filing. Assets were in the range of $1 billion to $10 billion. On January 31, 2019, the Hon. Kevin Gross confirmed the company's Plan of Reorganization allowing Catalina to reduce debt by more than 80% from about $1.9 billion to about $280 million upon emergence. In the 2018 Plan, first lien lenders owed $55 million on a first lien revolver and $1.02 billion on a first lien term loan were slated to receive their pro rata share of 90% of the equity in the reorganized Debtors, subject to dilution by a contemplated management incentive plan. Second Lien Lenders owed $460 million on a second-lien term loan will receive their pro rata share of 10% of the New Common Stock, subject to dilution. Allowed general unsecured claims were paid in the ordinary course and otherwise unimpaired. PARTY CITY: Unsecureds to Get Share of GUC Allocation in Plan ------------------------------------------------------------- Party City Holdco, Inc. and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement for the Joint Chapter 11 Plan dated April 4, 2023. PCHI is a global leader in the celebrations industry, with its products sold in more than 70 countries. The Company's business is comprised of two primary business lines: (i) retail operations, and (ii) consumer products, which involves design, manufacturing, sourcing, and distribution operations that ultimately result in sales to third-party wholesale customers and retailers, including the Company's retail business. Among other efforts to combat market and industry headwinds, in November 2022, PCHI commenced discussions with the advisors to an ad hoc group of holders of Secured Notes (the "Ad Hoc Noteholder Group"). After thoroughly evaluating all options available to the Company, PCHI determined that a pre-negotiated, in-court restructuring predicated on the equitization of the Secured Notes and the rationalization of its real estate lease portfolio would best position the Company for future success. Following extensive negotiations with the Ad Hoc Noteholder Group, on January 17, 2023, the Company entities which would become the Debtors in these Chapter 11 Cases and the members of the Ad Hoc Noteholder Group, who represented, at the time, more than 70% of the holders of the principal amount outstanding under the Secured Notes, entered into a restructuring support agreement (the "Restructuring Support Agreement"), which, among other things, outlined the terms of the Company's proposed restructuring. Later that day, the Debtors commenced these Chapter 11 Cases to implement an expeditious, pre-negotiated restructuring that will shore up the Company's long-term viability. Per the terms of the Restructuring Support Agreement, the Debtors have pursued a swift resolution of these Chapter 11 Cases. Under the terms of the Restructuring Support Agreement, which are documented in the DIP Credit Agreement, the Plan, and this Disclosure Statement, the Company expects to deleverage its balance sheet and gain access to significant new capital to fund its going-forward, post-emergence operations through (i) the equitization of the Secured Notes, (ii) the sale of equity in Reorganized PCHI through the Equity Rights Offering, (iii) the DIP Equitization, and (iv) entry into the ABL Exit Facility. This reduction in funded debt will allow the Reorganized Debtors to focus on long-term growth and, in turn, strengthen their competitive position in the market. The key terms of the Plan are as follows: * The full equitization of Secured Notes Claims pursuant to the Plan, under which Holders of Allowed Secured Notes Claims shall receive 100% of the New Common Stock, subject to dilution on account of any DIP Equitization Shares, any New Common Stock issued in connection with the Equity Rights Offering, the Backstop Commitment Premium, and the MIP Equity Pool; * The sale of $75 million of equity in Reorganized PCHI via the Equity Rights Offering, which will be fully-backstopped by the Equity Commitment Parties pursuant to the terms of the Backstop Agreement; and * The equitization of up to $149 million of Allowed DIP Claims held by DIP Backstop Lenders pursuant to the DIP Equitization Option. Through the Restructuring Transactions, the Debtors expect to emerge from chapter 11 with a sustainable capital structure that will position the Reorganized Debtors for future success in the ever-evolving retail market in which they operate. The Debtors also believe that the Restructuring Transactions will maximize the value of their business and allow them to capitalize on near-term opportunities in a highly competitive and consolidating industry, ahead of key seasonal sales windows. Moreover, this restructuring provides a framework for the long-term sustainability of the Debtors' business for the benefit of their employees, vendors, and customers, and ample liquidity to fund the post-emergence business. As part of the Debtors' efforts to ensure this continued viability, the Debtors and their professionals will secure the ABL Exit Facility which, in conjunction with the new money provided through the sale of equity in the Equity Rights Offering and the DIP Equitization, will provide the Debtors with the liquidity necessary to fund their going-forward operations. The Debtors have been engaged in a weeks-long process, led by Moelis in its capacity as the Debtors' investment banker and financial advisor, to obtain and negotiate the terms of the ABL Exit Facility. Class 5 consists of General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of the GUC Cash Allocation. This Class is impaired. Class 8 consists of all Interests in PC Holdco. On the Effective Date, each Holder of an Interest in PC Holdco shall have its Interest in PC Holdco cancelled, released, and extinguished without any distribution. From and after the Effective Date, the Reorganized Debtors, subject to any applicable limitations set forth in any post Effective Date agreement, shall have the right and authority without further Order of the Bankruptcy Court to raise additional capital and obtain additional financing, subject to the New Organizational Documents, as the boards of directors of the applicable Reorganized Debtors deem appropriate. The Debtors and the Reorganized Debtors, as applicable, shall fund distributions under the Plan with: (1) Cash on hand, including Cash from operations and the proceeds from the DIP Facility, the Equity Rights Offering, and the ABL Exit Facility; and (2) the New Common Stock. Counsel to the Debtors: Paul M. Basta, Esq. Kenneth S. Ziman, Esq. Michael M. Turkel, Esq. Grace C. Hotz, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 Email: pbasta@paulweiss.com kziman@paulweiss.com mturkel@paulweiss.com ghotz@paulweiss.com Co-Counsel to the Debtors: John F. Higgins, Esq. M. Shane Johnson, Esq. Megan Young-John, Esq. Porter Hedges LLP 1000 Main St., 36th Floor Houston, TX 77002 Telephone: (713) 226-6648 Facsimile: (713) 226-6248 Email: jhiggins@porterhedges.com sjohnson@porterhedges.com myoung-john@porterhedges.com About Party City Holdco Party City Holdco, Inc. (NYSE: PRTY) is the global leader in the celebrations industry, with its offerings spanning more than 70 countries around the world. It is also the largest designer, manufacturer, distributor and retailer of party goods in North America. Party City Holdco had 761 company-owned stores as of September 2022 and is headquartered in Woodcliff Lake, N.J., with additional locations throughout the Americas and Asia. Party City Holdco and its domestic subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. 23-90005) on Jan. 17, 2023. As of Sept. 30, 2022, Party City Holdco had total assets of $2,869,248,000 against total debt of $3,022,960,000. Judge David R. Jones oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal counsel; Moelis & Company, LLC as investment banker; AlixPartners, LLP as financial advisor; A&G Realty Partners as real estate advisor; and Kroll as the claims agent. PricewaterhouseCoopers LLP (PwC) provides accounting and valuation advisory services, tax-related services, and internal audit Sarbanes-Oxley Act support services. Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and investment banker, respectively, to the ad hoc group of first lien holders. 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 Pachulski Stang Ziehl & Jones, LLP. PARTY CITY: Will Sell Party Supply Unit for $5.4 Million -------------------------------------------------------- Alex Wolf of Bloomberg Law reports that Party City Holdco Inc. asked for bankruptcy court authorization to sell its equity in Granmark, S.A. de C.V. for $5.4 million, after paying $22 million in 2017 for a controlling stake in the Mexico-based party supply company. The proposed sale of Granmark to Impulsora Euro, S.A. de C.V. and Articulos Creativos de México, S.A. de C.V. will enable Party City "to obtain the most competitive price available" for its non-bankrupt subsidiary, the retailer said in a March 31 filing with the US Bankruptcy Court for the Southern District of Texas. About Party City Holdco Party City Holdco, Inc. (NYSE: PRTY) is the global leader in the celebrations industry, with its offerings spanning more than 70 countries around the world. It is also the largest designer, manufacturer, distributor and retailer of party goods in North America. Party City Holdco had 761 company-owned stores as of September 2022 and is headquartered in Woodcliff Lake, N.J., with additional locations throughout the Americas and Asia. Party City Holdco and its domestic subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. 23-90005) on Jan. 17, 2023. As of Sept. 30, 2022, Party City Holdco had total assets of $2,869,248,000 against total debt of $3,022,960,000. Judge David R. Jones oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal counsel; Moelis & Company, LLC as investment banker; AlixPartners, LLP as financial advisor; A&G Realty Partners as real estate advisor; and Kroll as the claims agent. PricewaterhouseCoopers LLP (PwC) provides accounting and valuation advisory services, tax-related services, and internal audit Sarbanes-Oxley Act support services. Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and investment banker, respectively, to the ad hoc group of first lien holders. 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 Pachulski Stang Ziehl & Jones, LLP. PEAR THERAPEUTICS: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------------- Lead Debtor: Pear Therapeutics, Inc. 200 State Street 13th Floor Boston MA 02109 Business Description: Pear is a commercial-stage healthcare company pioneering a new class of software- based medicines, sometimes referred to as Prescription Digital Therapeutics ("PDTs"), which use software to treat diseases directly. The Debtors operate through Pear US, which wholly owns one non-debtor, non- operating subsidiary, Pear Therapeutics Securities Corporation, a Massachusetts tax-advantaged subsidiary established for the sole purpose of receiving and maintaining proceeds from the Debtors' capital raising activities. Chapter 11 Petition Date: April 7, 2023 Court: United States Bankruptcy Court District of Delaware Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Pear Therapeutics, Inc. 23-10429 Pear Therapeutics (US), Inc. 23-10430 Judge: Hon. Thomas M. Horan Debtors' Delaware Counsel: Chantelle D. McClamb, Esq. GIBBONS P.C. 300 Delaware Avenue, Suite 1015 Wilmington, Delaware 19801 Tel: (302) 518-6300 E-mail: cmcclamb@gibbonslaw.com - and - Robert K. Malone, Esq. Kyle P. McEvilly, Esq. GIBBONS P.C. One Gateway Center Newark, New Jersey 07102 Tel: (973) 596-4500 E-mail: rmalone@gibbonslaw.com kmcevilly@gibbsonlaw.com Debtors' General Bankruptcy Counsel: Alison D. Bauer, Esq. Jiun-Wen Bob Teoh, Esq. FOLEY HOAG LLP 1301 Avenue of the Americas, 25th Floor New York, New York 10019 Tel: (212) 812-0400 Email: abauer@foleyhoag.com jteoh@foleyhoag.com - and - Euripides Dalmanieras, Esq. Christian Garcia, Esq. Jasmine Brown, Esq. FOLEY HOAG LLP 155 Seaport Boulevard Boston, Massachusetts 02210 Tel: (617) 832-1000 Email: edalmani@foleyhoag.com cgarcia@foleyhoag.com jnbrown@foleyhoag.com Debtors' Special Counsel: WILMER CUTLER PICKERING HALE AND DORR LLP Debtors' Financial Advisors: SONORAN CAPITAL ADVISORS, LLC - and - MTS HEALTH PARTNERS, L.P. Debtors' Claims, Noticing, Solicitation & Balloting Agent: STRETTO, INC. Total Assets as of April 5, 2023: $65,565,520 Total Debts as of April 5, 2023: $50,951,936 The petitions were signed by Christopher Guiffre as chief financial officer/chief operating officer. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EZ64XSA/Pear_Therapeutics_Inc__debke-23-10429__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/3N2XPNI/Pear_Therapeutics_US_Inc__debke-23-10430__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Perceptive Advisors LLC Loan Debt $10,400,000 51 Astor Place, 10th Floor New York, NY 10003 Attn: Sandeep Dixit Tel: (646) 205-5300 Sandeep@perceptivelife.com; PCOFReporting@perceptivelife.com 2. Entree Health, LLC Trade Claim $213,898 104 Carnegie Center, Suite 300 Princeton, NJ 08540 Attn: Andrew Gottfried, CEO Tel: (212) 907-6929 Fax: (212) 867-2644 Email: jrozario@omnicomhealthgroup.com 3. Fingerpaint Marketing Inc Trade Claim $179,332 395 Broadway Saratoga Springs, NY 12866 Attn: Ed Mitzen, CEO Tel: (518) 693-6960 Email: kwichelns@fingerpaint.com 4. Academy of Managed Care Trade Claim $167,500 Pharmacy 675 N. Washinton Street, Suite 220 Alexandria, VA 22314 Attn: Paula J. Eichenbrenner, Executive Director Tel: (703) 684-2600 ext. 605 Fax: (703) 684-2651 Email: paula@amcpfoundation.org 5. Truepill, Inc Trade Claim $142,380 3121 Diablo Avenue Hayward, CA 94545 Attn: Umar Afridi, CEO Tel: (925) 412-3130 Fax: (866) 889-0117 Email: AR@truepill.com 6. SVASUM AB Trade Claim $125,000 Esbjornsgatan 4 Orebro, 702 17 Sweden Attn: CEO or General Counsel Tel: +46 702 524 480 Email: hollandare@hotmail.com 7. Golin Harris International Trade Claim $124,819 909 3rd Avenue New York, NY 10022 Attn: Matt Neale, CEO Tel: (212) 373-6000 Email: CMGRemits@interpublic.com; dlangeland@golin.com 8. Hannaford & Dumas Corporation Trade Claim $123,798 26 Conn St Woburn, MA 01801 Attn: Steve Bryer, Owner Tel: (781) 503-0100 Fax: (781) 503.0103 Email: jdavis@hannaforddumas.com 9. CP MA REIT LLC Lease Claim $117,059 dba CP 200 State LLC c/o Carr Properties Washington, DC 20036 Attn: John A. Schissel, President & Director Tel: (202) 355-1880 Email: jmitek@carrprop.com 10. Covington & Burling LLP Professional $104,042 One CityCenter Services 850 Tenth Street, N.W. Washington, DC 20001 Attn: Doug Gibson, Chair of Mgmt Committee Tel: (202) 662-6709 Email: dgibson@cov.com 11. Amazon Web Services Trade Claim $100,467 PO Box 84023 Seattle, WA 98124-8423 Attn: Adam Selipsky, CEO Tel: (206) 266-1000; (206) 266-4064 Email: aws-receivables- support@email.amazon.com 12. TTEC Holdings, Inc. Trade Claim $96,936 dba TTEC Government Solutions, LLC 9197 South Peoria Street Englewood, CO 80112 Attn: Kenneth Tuchman, CEO Tel: (800) 835-3832 Email: AR_Global@TTEC.com 13. Sugata Research Trade Claim $88,837 3F Ishiyama Bldg 1-58-1 Yoyogi Shibuya-ku Tokyo, 151-0053 Japan Attn: Andrew Darton, Managing Director Tel: +81-3-5304-0339 Fax: +81-3-5304-0340 Email: fukasawa@sugataresearch.com 14. HealthVerity, Inc Trade Claim $81,625 1818 Market Street, Suite 700 Philadelphia, PA 19103 Attn: Andrew Kress, CEO Tel: (267) 262-6776 Email: accounting@healthverify.com 15. Definitive Healthcare LLC Trade Claim $79,805 492 Old Connecticut Path Framingham, MA 01701 Attn: Robert Musslewhite, CEO Tel: (866) 679-6461 Email: billing@definitivehc.com 16. Q2i LLC Trade Claim $70,588 134 Birch Drive Rindge, NH 04361 Attn: Steven Jenkins, CEO Tel: (617) 812-2602 Email: RuthAnn@q2i.com 17. Oxford University Press Trade Claim $63,709 2001 Evans Road Cary, NC 27513 Attn: Nigel Portwood, CEO Tel: (919) 677-0977 Fax: (919) 677-1714 Email: cynthia.nowell@oup.com 18. ABio Clinical Trade Claim $51,377 Research Partners, LLC 13926 Hull Street Road, #160 Midlothian, VA 23112 Attn: Andrea Brown, President Tel: (804) 638-8598 Email: bbrown@abioclinical.com 19. Pendo.io Inc. Trade Claim $50,000 301 Hillsborough St, Suite 1900 Raleigh, NC 27603 Attn: Todd Olson, CEO Tel: (919) 275-5477 Email: billing@pendo.io 20. Schellman & Company LLC Professional $47,500 4010 West Boy Scout Blvd, Suite 600 Services Tampa, FL 33607 Attn: Avani Desai, CEO Tel: (866) 254-0000 Fax: (888) 504-0967 Email: schellman@myworkday.com 21. Deloitte Tax LLP Professional $46,500 4022 Sells Drive Services Hermitage, TN 37076 Attn: Steve Kimble, CEO Tel: (615) 882-7600 Fax: (615) 882-6600 Email: deloittepayments@deloitte.com 22. Brownstein Hyatt Professional $46,000 Farber Schreck LLP Services 410 17th Street, Suite 200 Denver, CO 80202 Attn: Richard Benenson, Managing Partner Tel: (303) 223-1417 Fax: (303) 223-8003 Email: svogler@bhfs.com 23. Panalgo LLC Trade Claim $41,000 265 Franklin Street, Suite 1101 Boston, MA 02110 Attn: Tiffany Siu Woodworth, President Tel: (781) 290-0808 Email: AR@Panalgo.com 24. Managed Markets Insight & Trade Claim $37,400 Technology dba MMIT 1040 Stony Hill Road, Suite 300 Yardley, PA 19067 Attn: Diana Watson, CEO Tel: (267) 753-6800 Email: AR-MMIT@mmitnetwork.com 25. Auditboard, Inc Trade Claim $36,875 12900 Park Plaza Drive, Suite 200 Cerritos, CA 9070 Attn: Scott Arnold, President & CEO Tel: (877) 769-5444 Email: accountsreceivable@auditboard.com 26. Gardner Resources Trade Claim $32,976 Consulting LLC 110 Cedar Street, Suite 20 Wellesley, MA 02481 Attn: Steve Naha, CEO Tel: (781) 997-5239 Email: finance@grgc.com 27. McGrath Consulting Trade Claim $30,150 Group, Inc. 2077 2nd Street Dr NW Hickory, NC 28601 Attn: John P McGarth, President Tel: (828) 238-6785 Email: jmcgrath10@gmail.com 28. Tropic Technologies, Inc. Trade Claim $28,750 920 Broadway, 2nd Floor New York, NY 10010 Attn: David Campbell, CEO Tel: (800) 981-6303 Email: accounting@tropicapp.io 29. Manning Personnel Group Trade Claim $27,500 211 Congress St, 10th Floor Boston, MA 02110 Attn: Jack Manning, President Tel: (617) 523-8866 Email: rbagge@manningpg.com 30. EP Mediate Co., Ltd. Trade Claim $27,053 1-8 Tsukudo-cho Shinjuku-ku Tokyo, 1620821 Japan Attn: Masanori Tanji, President Tel: +81-3-5657-9131 Fax: +81-3-5657-9129 Email: uchida.keiko247@eps.co.jp PEAR THERAPEUTICS: Files for Chapter 11 Bankruptcy to Pursue Sale ----------------------------------------------------------------- Pear Therapeutics, Inc. (Nasdaq: PEAR), a company focused on developing and commercializing software-based medicines called prescription digital therapeutics (PDTs), on April 7 disclosed that the Company and its wholly owned subsidiary, Pear Therapeutics (US), Inc. (collectively, the "Debtors") each voluntarily filed for protection under chapter 11 ("Chapter 11") of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware and they intend to pursue a sale of the business or assets under section 363 of the Bankruptcy Code. Prior to the filing of the Chapter 11 cases, the Debtors evaluated a wide range of strategic alternatives to maximize value for all stakeholders. The Debtors also significantly reduced operating expenses. With the protections afforded by the Bankruptcy Code, the Debtors intend to continue their marketing efforts to potential purchasers interested in specific assets as well as continuing to seek a sale of the whole business. Any of those sales would be subject to review and approval by the Bankruptcy Court and compliance with bidding procedures to be approved by the Bankruptcy Court. The Company intends to continue scaled-down operations during the Chapter 11 as it seeks to execute an expedited sale process. Having reached a settlement prior to the filing with its lender, Pear intends to use available cash to fund post-petition operations and costs in the ordinary course of its business. The Debtors intend to file various "first day" motions with the Bankruptcy Court requesting customary relief that will enable them to transition into Chapter 11 without material disruption to their ordinary course operations. Such motions are typical in the Chapter 11 process and the Debtors anticipate that they will be heard in the first few days of their Chapter 11 cases. Pear is represented by Foley Hoag LLP as counsel, Gibbons P.C. as co-counsel, Sonoran Capital Advisors as restructuring advisor, and MTS Health Partners, L.P. as restructuring investment banker. Additional information about the Chapter 11 case, including access to Bankruptcy Court documents, is available online at https://cases.stretto.com/PearTherapeutics; or call our hotline at 855.944.1910 (for toll-free U.S. and Canada calls) or 714.252.6860 (for tolled international calls) or via email at TeamPearTherapeutics@stretto.com. PEARL INC: Seeks to Hire Patrick Gros CPA APAC as Accountant ------------------------------------------------------------ Pearl Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Patrick Gros CPA, APAC as accountant. The firm will render these services: (a) prepare monthly operating reports for the Debtor; (b) prepare the exhibits and other financial analysis for the Debtor's proposed plan; and (c) may also prepare other financial documents and provide testimony necessary to confirm the plan or as otherwise needed in the case. The hourly rates of the firm's counsel and staff are as follows: Patrick Gros, CPA $250 Manager $175 Seniors $140 Staff $95 The Debtor paid the accountant a retainer in the amount of $3,000. Mr. Gros 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: Patrick Gros, CPA Patrick Gros CPA, APAC 651 River Highlands Blvd. Covington, LA 70433 Telephone: (985) 898-3512 Email: info@PJGrosCPA.com About Pearl Inc. Pearl, Inc., a seafood wholesaler in Chauvin, La., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 23-10276) on Feb. 28, 2023, with $262,118 in assets and $1,248,246 in liabilities. Andrew Blanchard, chief operating officer and president, signed the petition. Judge Meredith S. Grabill oversees the case. The Debtor tapped Robin R. De Leo, Esq., at The De Leo Law Firm, LLC as counsel and Patrick Gros, CPA as accountant. PHOENIX SERVICES: Unsecureds to Get Nothing in Joint Plan --------------------------------------------------------- Phoenix Services Topco, LLC and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement for Joint Chapter 11 Plan of Reorganization dated April 4, 2023. The Company maintains a global footprint -- the Company services steel mills in North America, Europe, South Africa, and South America. The primary service that the Debtors provide to the Customers is slag handling, or the removal and handling of molten slag that has been separated from steel. The Debtors commenced these Chapter 11 Cases to implement a comprehensive financial restructuring (the "Restructuring") that, among other things, delevers the Company's balance sheet and repairs their portfolio of Customer Contracts. The Restructuring is expected to leave the Debtors with a delevered balance sheet and sufficient liquidity, and the Company better positioned to maintain its market leading position as a service provider to steel mills domestically. The Plan contemplates the consummation of a "Restructuring Transaction" which generally provides for the following treatment on the Effective Date for holders of Claims and Interests: * DIP Claims. All Allowed DIP Claims shall, in full satisfaction, settlement, release, and discharge of the Allowed DIP Claims, be exchanged, subject in all respects to the terms of the Acceptable Plan Agreement and pursuant to the Acquisition Transaction, for (i) on account of the Roll-Up DIP Loans, its Pro Rata share (based on such holder's proportionate share of all Allowed DIP Claims on account of the Roll-Up DIP Loans) of 99.0% of the New Interests that are issued and outstanding on the Effective Date, subject to dilution by the Management Incentive Plan, the Participation Premium, and the Backstop Premium; (ii) on account of the New Money DIP Loans, its Pro Rata share (based on such holder's proportionate share of all Allowed DIP Claims on account of the New Money DIP Loans) of the principal amount of the Takeback Debt; and (iii) on account of the New Money DIP Loans, its Pro Rata share (based on such holder's proportionate share of all Allowed DIP Claims on account of the New Money DIP Loans) of the Newco Participation Contract Right. * Priority Claims. All Administrative Expense Claims (which excludes DIP Claims and Intercompany Claims), Priority Tax Claims, Other Secured Claims, and Allowed Priority Non-Tax Claims are unimpaired by the Plan. * Prepetition Lender Claims. All Allowed Prepetition Lender Claims will be released and extinguished, and each holder of an Allowed Prepetition Lender Claim shall receive, in full and final satisfaction of such Allowed Prepetition Lender Claim its Pro Rata share (based on such holder's proportionate share of all Allowed Prepetition Lender Claims) of 1.0% of the New Interests that are issued and outstanding on the Effective Date, subject to dilution by the Management Incentive Plan, the Participation Premium, and the Backstop Premium. * General Unsecured Claims. Each Allowed General Unsecured Claim will be released and extinguished, and each holder of an Allowed General Unsecured Claim shall not receive any distribution on account of its General Unsecured Claim. Accomplishing an efficient and expeditious resolution of the Restructuring and the Chapter 11 Cases is essential to preserving and maximizing the going-concern value of the Debtors' estates and successfully restructuring the Company. Accordingly, the Debtors intend to continue to prosecute their Chapter 11 Cases in a measured, efficient manner. The terms of the Debtors' postpetition financing arrangements reflect that intention, through the inclusion of milestones. As of the date hereof, the Debtors estimate that the aggregate amount of undisputed General Unsecured Claims outstanding is approximately $73.4 million, though additional amounts, including amounts disputed by the Debtors, may be asserted by potential claimants. Estimated amounts do not include claims (i) that are expected to be cured through the assumption of executory contracts and unexpired leases, or (ii) for which there may be coverage under the Debtors' insurance policies to cover such claims. Class 4 consists of General Unsecured Claims, including any Rejection Damages Claim. On the Effective Date, each Allowed General Unsecured Claim will be released and extinguished, and each holder of an Allowed General Unsecured Claim shall not receive any distribution on account of its General Unsecured Claim. Class 4 is Impaired. Class 7 consists of Existing Equity Interests. On the Effective Date, all Existing Equity Interests will be cancelled, released, and extinguished and will be of no further force and effect. No holders of Existing Equity Interests will receive a distribution under the Plan. On the Effective Date, the Restructuring Transactions will be implemented as follows, subject to modification as agreed in the Transaction Steps or otherwise agreed to by the Debtors and the Required Consenting Lenders: * all holders of Allowed Claims will receive the treatment provided under the Plan, and each of the Debtors will receive a discharge of all Claims (except for the DIP Claims) pursuant to 11 U.S.C. § 1141(d)(1)(A); * the DIP Agent shall direct Newco through the Acquisition Transaction to acquire 100% of the assets of Reorganized Phoenix Holdings and/or Reorganized Phoenix Services as a credit bid of the DIP Claims and in exchange for the New Interests, the Takeback Debt, the Newco Participation Contract Right (as to the New Money Debt); * Reorganized Phoenix Services shall distribute (a) the New Interests, Takeback Debt, and Newco Participation Contract Right as follows: (i) holders of the Roll-Up DIP Loans will receive their Pro Rata share of 99.0% of the New Interests and (ii) holders of the Prepetition Lender Claims will receive their Pro Rata share of 1.0% of the New Interests on account of the Prepetition Lender Claims, with each (i) and (ii) subject to dilution by the Management Incentive Plan, the Participation Premium, and the Backstop Premium; (b) holders of New Money DIP Loans shall receive their Pro Rata amount of Takeback Debt, which Takeback Debt shall be in the principal amount of the outstanding amount of the New Money DIP Loans; and (c) holders of DIP Claims on account of the New Money DIP Loans receive a Newco Participation Contract Right to participate in the New Money Exit Debt; * the New Money Exit Debt Syndication will be conducted with respect to $45,000,000 of New Money Exit Debt, which will be included in the principal amount of the First Lien Exit Facility; and * Newco Grandparent shall contribute additional New Interests (in an amount equal to or equivalent of the Backstop Premium and Participation Premium) to Newco Parent, which shall in turn contribute such additional New Interests to Newco, following which the DIP Lenders participating in the New Money Exit Facility (pursuant to the Newco Participation Contract Right) will pay cash in the amount of $45,000,000 to Newco pursuant to the New Money Exit Debt Syndication in exchange for the New Interests (in an amount equal to or equivalent to the Backstop Premium and Participation Premium) and the New Money Exit Debt. A full-text copy of the Disclosure Statement dated April 4, 2023 is available at https://bit.ly/3UmpFUr from Stretto, Inc., claims and noticing agent. Attorneys for Debtor: Jeffrey D. Saferstein, Esq. Garrett Fail, Esq. Ray C. Schrock. P.C. Weil Gotshal & Manges, LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Email: ray.schrock@weil.com jeffrey.saferstein@weil.com garrett.fail@weil.com - and - Daniel DeFranceschi, Esq. Richards, Layton & Finger, P.A. One Rodney Square, 920 North King Street Wilmington, DE 19801 Tel: (302) 651-7816 Email: defranceschi@rlf.com About Phoenix Services Topco Phoenix Services Topco, LLC provides services to global steel-producing companies, including the removal, handling, and processing of molten slag at customer sites, and the preparation and transportation of metal scraps, raw materials, and finished products. Phoenix Services Topco and eight affiliates, including Phoenix Services Holdings Corp., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10906) on Sept. 27, 2022. In the petitions signed by its chief financial officer, Robert A. Richard, Phoenix Services Topco disclosed $500 million to $1 billion in both assets and liabilities. Judge Mary J. Walrath oversees the cases. The Debtors tapped Weil, Gotshal, and Manges, LLP and Richards Layton & Finger, P.A. as legal counsels; AlixPartners, LLP as financial advisor; PJT Partners, Inc. as investment banker; and Stretto, Inc. as claims and noticing agent and administrative advisor. Barclays Bank PLC, as DIP and First Lien Group lender, is represented by Gibson, Dunn & Crutcher LLP while Credit Suisse Loan Funding LLC, as DIP lender, is represented by Pachulski Stang Ziehl & Jones, LLP. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Oct. 11, 2022. Squire Patton Boggs (US), LLP, Cole Schotz, P.C. and FTI Consulting, Inc. serve as the committee's lead bankruptcy counsel, Delaware counsel and financial advisor, respectively. PIEDMONT DRAGWAY: Court OKs Cash Collateral Access Thru April 25 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized Piedmont Dragway of NC LLC to use cash collateral on an interim basis in accordance with the budget, with a 5% variance, through April 25, 2023. The Debtor needs to use the funds in the bank account to continue normal operations and maintain its going concern value. The Debtor has represented that a UCC search at the North Carolina Secretary of State's web portal revealed the following UCC-1 filings which may reflect perfected liens on cash collateral: a. File # 20170026066A recorded March 14, 2017, in favor of Bank of North Carolina, 3239 South Church Street, Burlington, NC 27215, with a continuation filed as file # 20210128555B; b. File # 20190040733M recorded April 18, 2019, in favor of CT Corporation System, as representative, 330 N Brand Blvd, Suite 700, Attn: SPRS, Glendale, CA 91203; and c. File # 20200082212M recorded June 18, 2020, in favor of U.S. Small Business Administration, 2 North Street, Suite 320, Birmingham, AL 35203. Pinnacle Bank, formerly Bank of North Carolina, consented to the Debtor's use of cash collateral but the other Potential Secured Creditors have not. As adequate protection, and to the extent that cash collateral is used, the Potential Secured Creditors will receive a post-petition lien on the Debtor's accounts receivable and inventory and products and proceeds thereof to the extent of the use and to the extent that the prepetition lien in the same type of collateral was valid, perfected, enforceable, and non-avoidable as of the petition date. The Debtor will pay $3,400 to Pinnacle Bank on or before April 10, 2023, and no later than the 10th day of each month thereafter until a plan of reorganization is confirmed by the Court, the case is dismissed or converted to a chapter 7 case, or otherwise ordered by the court as further adequate protection for its the use of its cash collateral. The Debtor's use of cash collateral will expire or terminate on the earlier of: (i) The Debtor ceasing operations of its business; (ii) Dismissal or conversion of this case to a proceeding under Chapter 7 of the Bankruptcy Code; (iii) Entry of an order granting Pinnacle Bank relief from the automatic stay; (iv) Entry of an order terminating the use of cash collateral; or (v) The non-compliance or default of the Debtor with any terms and provisions of the Order. A copy of the Court's order is available at https://bit.ly/3nLfRXT from PacerMonitor.com. About Piedmont Dragway of NC LLC Piedmont Dragway of NC LLC is a dragway that hosts drag racing and dirt drag racing competitions and offers concessions. On January 12, 2023, WFO Racing, LLC merged with Piedmont. Piedmont is the surviving company after the merger. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-00422) on February 15, 2023. In the petition signed by Ron Senecal as member manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Joseph N. Callaway oversees the case. William P. Janvier, Esq., at Stevens Martin Vaughn & Tadych, PLLC, represents the Debtor as legal counsel. PLUTO ACQUISITION I: $873.4M Bank Debt Trades at 32% Discount ------------------------------------------------------------- Participations in a syndicated loan under which Pluto Acquisition I Inc is a borrower were trading in the secondary market around 67.9 cents-on-the-dollar during the week ended Friday, April 7, 2023, according to Bloomberg's Evaluated Pricing service data. The $873.4 million facility is a Term loan that is scheduled to mature on June 20, 2026. About $855.8 million of the loan is withdrawn and outstanding. Pluto Acquisition I, Inc. provides health care services. The Company operates in the United States. PREMIER CAJUN: Committee Seeks to Tap Christian & Small as Counsel ------------------------------------------------------------------ The official committee of unsecured creditors appointed in the Chapter 11 case of Premier Cajun Kings, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Christian & Small, LLP as its counsel. The firm will render these services: (a) assist, advise, and represent the committee in its consultations with the Debtor regarding the administration of this case; (b) assist, advise, and represent the committee in analyzing the Debtor's assets and liabilities, investigate the extent and validity of liens, and participate in and review any proposed asset sales, any asset dispositions, financing arrangements, and cash collateral stipulations or proceedings; (c) assist, advise, and represent the committee in any manner relevant to reviewing and determining the Debtor's rights and obligations under leases and other executory contracts; (d) assist, advise, and represent the committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtor, the Debtor's operations, and the desirability of the continuance of any portion of those operations, and any other matters relevant to this case or to the formulation of a plan; (e) assist, advise, and represent the committee in its participation in the negotiation, formulation and drafting of a plan of liquidation or reorganization; (f) advise the committee on the issues concerning the appointment of a trustee or examiner under Section 1104; (g) assist, advise, and represent the committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the committee; (h) assist, advise, and represent the committee in the evaluation of claims and on any litigation matters, including avoidance actions; and (i) provide such other services to the committee as may be necessary in this case. The hourly rates of the firm's professionals are as follows: Partners $450 - $550 Associates $300 - $350 Paralegals $200 - $250 In addition, the firm will seek reimbursement for expenses incurred. Bill D. Bensinger, Esq., member at Christian & Small, 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: Bill D. Bensinger, Esq. Christian & Small LLP 1800 Financial Center 505 North 20th Street Birmingham, AL 35203 Telephone: (205) 250-6626 Facsimile: (205) 328-7234 Email: bdbensinger@csattorneys.com About Premier Cajun Kings 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. The Debtor tapped Holland and Knight, LLP and Cole Schotz PC as legal counsel and Aurora Management Partners as financial advisor. The official committee of unsecured creditors appointed in the Chapter 11 case of Premier Cajun Kings, LLC tapped Christian & Small, LLP as its counsel. QUALITY HEATING: Seeks to Hire SC&H Group as Investment Banker -------------------------------------------------------------- Quality Heating & Air Conditioning Company, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ SC&H Group, Inc. as its investment banker. The firm will render these services: (a) undertake a study in order to better understand the business and inspect the assets of the business to determine their physical condition; (b) identify potential buyers based on information to be provided by the Debtor and make recommendations to prepare the assets and the business for proper investigation by potential buyers; (c) prepare an information memorandum or other materials about the assets and the business for consideration by prospective buyers and prepare sales materials; (d) prepare a program which may include marketing a potential transaction through newspapers, magazines, journals, letters, fliers, signs, telephone solicitation, the Internet and/or such other methods as SC&H may deem appropriate. (e) contact potential buyers for your consideration and evaluation and require potential buyers to execute confidentiality agreements in favor of the Debtor; (f) facilitate the development of a Virtual Data Room (VDR) with detailed information including financial statements, marketing materials, customer and supplier lists, management CVs, facilities, and other information the Debtor deems relevant; (g) circulate any information memorandum and marketing materials, provide access to the VDR or send materials to interested parties regarding the assets, after completing confidentiality documents; (h) respond, provide information to, coordinate site visits, communicate and negotiate with and obtain offers from interested parties; (i) in connection with a bankruptcy proceeding governing a potential transaction, assist with the submission of bid procedures to the court and conduct the auction that may result therefrom; (j) if requested by the Debtor, negotiate with various stakeholders concerning the possible financial restructuring of the existing claims of the creditors and/or equity stakeholders; (k) assist in transaction structuring and pricing discussions with potential buyers, on an as-needed basis. The firm will be compensated as follows: (a) an initial fee of $30,000; (b) a transaction fee of: i. $300,000, plus ii. 2 percent of Total Consideration greater than $5 million but less than $8 million, plus iii. 4% of Total Consideration greater than $8 million. (c) a reorganization fee of $225,000. Kenneth W. Mann, a member at SC&H Group, 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: Kenneth W. Mann SC&H Group, Inc. 910 Ridgebrook Rd. Sparks, MD 21152 Telephone: (410) 403-1500 Email: kmann@schgroup.com About Quality Heating & Air Conditioning Company Quality Heating & Air Conditioning Company, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10354) on March 27, 2023, listing up to $50 million in both assets and liabilities. Judge Karen B. Owens oversees the case. The Debtor tapped Gellert Scali Busenkell & Brown, LLC as counsel and SC&H Group, Inc. as investment banker. QUALTEK LLC: Moody's Lowers CFR to Caa3 & Rates New $75MM Loan B3 ----------------------------------------------------------------- Moody's Investors Service has downgraded QualTek LLC's Corporate Family Rating to Caa3 from Caa1, its Probability of Default Rating to Caa3-PD/LD from Caa1-PD, and its remainder senior secured first-lien term loan B to Ca from Caa1. At the same time, Moody's has assigned B3 to the new $75 million incremental term loan (including a $55 million senior secured term loan and $20 million senior secured delayed drawn portion) and Caa2 to the $100 million senior secured rollover term loan. Both the incremental and rollover term loans were newly established by the amended credit agreements as of March 16, 2023. The outlook remains negative. The SGL-4 Speculative Grade Liquidity Rating remains unchanged. "The rating downgrade reflects the high likelihood of a financial restructuring or default, given QualTek's weak earnings, high debt leverage, delayed filing of its 10-K as well as its ongoing negotiation with lenders regarding its capital structure. While the $75 million incremental term loan will support short-term liquidity, the company's pursuit of recapitalization will compromise the promised payments to lenders," said Jiming Zou, Moody's Vice President and lead analyst on QualTek. Moody's has appended the Caa3-PD PDR with the "/LD" designation to signal a "limited default" on the credit amendments. Moody's will remove the "/LD" from the PDR after three business days. The designation results from Moody's practice of interpreting circumstances in which a debt holder accepts a compromise offering of a diminished financial obligation as an indication of an untenable debt capital structure. In QualTek's case, the remainder first-lien term loan B was primed by the incremental and rollover term loans in right of payment following the credit amendments, which was executed to aid liquidity and avoid default in Moody's view. Downgrades: Issuer: QualTek LLC Corporate Family Rating, Downgraded to Caa3 from Caa1 Probability of Default Rating, Downgraded to Caa3-PD /LD from Caa1-PD (/LD appended) Senior Secured Bank Credit Facility, Downgraded to Ca (LGD4) from Caa1 (LGD3) Assignments: Issuer: QualTek LLC Senior Secured Incremental Term Loan, Assigned B3 (LGD2) Senior Secured Delayed Draw Term Loan, Assigned B3 (LGD2) Senior Secured Rollover Term Loan, Assigned Caa2 (LGD3) Outlook Actions: Issuer: QualTek LLC Outlook, Remains Negative RATINGS RATIONALE The downgrade of QualTek's CFR to Caa3 reflects the company's weakened earnings profile, increasing financial obligations after recent credit amendments, and the very high likelihood of a recapitalization or a default depending on its negotiation with the lenders and its auditor's opinion. The recent credit amendments present an interim solution by providing the company with $75 million incremental term loan as liquidity support and requiring the company to negotiate a restructuring support agreement by April 14, 2023, which may be extended with lenders' consent. The company has delayed the filing of its 2022 10-K and alluded to the possibility of a going concern qualification by its auditor, which would constitute a default absent a waiver pursuant to its credit agreements. The $75 million incremental term loan will provide liquidity for business operation in the next 12 months, as most of the company's ABL revolver was drawn, cash balance was minimal and its free cash flow is expected to be negative in 2023. The newly assigned B3 rating on the $75 million incremental term loan reflects its seniority in right of payment against the Caa2-rated $100 million rollover term loan, which was carved out of the legacy first-lien term loan B and ranks in turn ahead of the remaining portion of the now Ca rated first-lien term loan B. QualTek's credit metrics and liquidity profile deteriorated in 2022. Although the company increased its revenues by 18% year on year in the first nine months of 2022 thanks to 5G and fiber rollouts, its EBITDA declined to $30 million from $55 million a year ago due to wage and fuel inflation, and muted storm recovery activities. Debt/EBITDA increased to nearly 10x and interest coverage declined to about 1x for the last twelve months ending September 2022. Weak earnings and high working capital requirements, coupled with additional expenses for being a listed company, resulted in significant cash outflow in the first nine months. The company reported a large order backlog mostly related to the 5G and fiber rollout projects by the telecom majors. These projects provide revenue visibility, but could be delayed due to permitting or technical issues, or if the company doesn't have enough liquidity. Earnings potential from the order backlog remains to be seen. While the company is taking price actions, examining payment terms and reducing operating expenses, its profitability remains significantly impacted by the persistent inflation in labor and fuel costs. Risks arise from project execution quality, potential changes in scope for large projects and the unpredictable nature of its most profitable storm recovery business. Lack of liquidity also deterred the company from deploying capital for new projects. QualTek's rating also reflects its relatively small scale and limited end market and customer diversity, with the majority of its revenues generated by providing services to several major telecommunications, media and power companies. The company benefits from its solid market position as a provider of services to blue chip customers in the North American telecommunications and power sectors, which provide growth opportunities as capital spending rises in these sectors. In particular, the company has a large order backlog and is expected to benefit from the accelerated 5G deployment by telecom majors. The negative outlook reflects the likelihood of a recapitalization that will compromise the promised payments to lenders, given its weak credit metrics and untenable capital structure. ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS Qualtek's CIS-5 mainly reflects its governance risks, such as highly leveraged capital structure, tight liquidity, aggressive acquisitions, a history of earnings performance below management guidance. It also reflects the risk exposure to health and safety, as well as human capital, as it provides infrastructure services to telecom operators and power companies. Environmental related risks are relatively low. QualTek benefits from the growing demand for infrastructure services to the 5G wireless, telecom, and renewable energy sectors across North America. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upgraded is unlikely given the possible financial restructuring or default. However, an upgrade could be considered, if the company improves its earnings, credit metrics and liquidity, potentially via a recapitalization. The rating could be downgraded, if the company defaults on its debt obligations or expected loss is greater than expected. QualTek LLC, headquartered in Blue Bell, PA, provides engineering, infrastructure assessment, installation, project management, fulfillment, business continuity and disaster recovery services to the North American telecommunications and power sectors. The company generated revenues of about $754 million in 2022. Brightstar Capital Partners is the majority owner of QualTek. The principal methodology used in these ratings was Construction published in September 2021. QUEBECOR MEDIA: Moody's Affirms Ba1 CFR & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service changed Quebecor Media, Inc. (QMI) outlook to stable from positive, affirmed the Ba1 corporate family rating and Ba1-PD probability of default rating, and maintained the speculative grade liquidity rating at SGL-1. At the same time, Moody's downgraded QMI's wholly-owned operating subsidiary, Videotron Ltee's (Videotron) senior unsecured notes ratings to Ba2 from Ba1. Videotron's outlook was also changed to stable from positive. On April 3, 2023, QMI announced that it had closed the acquisition of Freedom Mobile Inc. (Freedom) for C$2.85 billion on an enterprise value basis [1]. "The outlook was changed to stable to reflect increased financial leverage with the Freedom acquisition", said Peter Adu, Moody's Vice President and Senior Credit Officer. "The downgrade of Videotron's unsecured notes reflects increased secured debt in the capital structure to fund the Freedom acquisition", Adu added. Affirmations: Issuer: Quebecor Media, Inc. Corporate Family Rating, Affirmed Ba1 Probability of Default Rating, Affirmed Ba1-PD Downgrades: Issuer: Videotron Ltee Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2 (LGD5) from Ba1 (LGD4) Outlook Actions: Issuer: Quebecor Media, Inc. Outlook, Changed To Stable From Positive Issuer: Videotron Ltee Outlook, Changed To Stable From Positive RATINGS RATIONALE QMI's Ba1 CFR benefits from: (1) its position as Canada's fourth largest telecommunications service provider together with enhanced diversity of its wireless footprint with the Freedom acquisition; (2) a strong track record of execution, including competing well with larger peers; (3) rational, oligopolistic competition, supported by a regulatory framework that favors facilities-based competition, provides the company with favorable bidding conditions for spectrum auctions, and restricts foreign ownership; and (4) moderate growth expectations through 2024 despite weakening macroeconomic conditions. However, the rating is constrained by: (1) Debt/EBITDA that increases to 3.9x from 3.3x at LTM Q3/2022, and potentially declining to 3.5x two years after closing the acquisition; (2) risks associated with integrating large acquisitions; (3) smaller scale relative to peers; and (4) execution risks of managing ongoing pressure in its wireline/cable business while simultaneously expanding wireless capabilities; and (5) governance concerns around family control. QMI has an unrated secured revolving credit facility and Videotron has two classes of debt; (1) unrated secured revolving credit facility and unrated new secured term loans; and (2) Ba2-rated unsecured notes. The unsecured notes are rated Ba2, one notch below the CFR, to reflect the increased level of secured debt that rank ahead of them in the capital structure. QMI has very good liquidity (SGL-1) through 2023, with sources approximating C$2.2 billion while the company has no debt maturities in this time frame. Sources of liquidity include revolver availability of about C$1.5 billion, C$7 million of cash at December 31, 2022 and expected free cash flow of about C$700 million through the next four quarters. Videotron has a C$2 billion secured revolving credit facility that expires in July 2026 (upsized by C$500 million in January 2023). Availability is about C$1.2 billion after closing the Freedom acquisition. QMI has almost full availability under its C$300 million secured revolving credit facility that expires in July 2025. Moody's expects compliance with financial covenants under the revolving credit facilities over the next four quarters (more than 15% cushion). QMI has limited ability to generate liquidity from asset sales. QMI's refinancing risk is high as the company has debt maturities every year till 2031. The outlook is stable because the company is expected to manage pressures in its wireline business well and continue to expand its wireless business, including good execution on the Freedom assets, while bringing financial leverage to 3.5x within two years after closing. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if QMI commits to an investment grade rating through a publicly stated capital structure target while sustaining leverage below 3.25x and FCF/TD toward 10%. The ratings could be downgraded if QMI faces challenges integrating the Freedom acquisition, if cable/wireline revenue decline accelerates or if it sustains Debt/EBITDA above 3.75x and FCF/Debt below 0%. The principal methodology used in these ratings was Telecommunications Service Providers published in September 2022. Headquartered in Montreal, Quebec, Canada, Quebecor Media Inc. is a holding company whose primary operations involve wireline and wireless telecommunications conducted by its wholly-owned operating subsidiary, Videotron Ltee, with secondary operations involving newspaper publishing, television broadcasting, music production and distribution, sports, and entertainment. QUEST PATENT: Incurs $754K Net Loss in 2022 ------------------------------------------- Quest Patent Research Corporation has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $753,516 on $451,194 of revenues for the year ended Dec. 31, 2022, compared to a net loss of $4.15 million on $2.05 million of revenues for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $1.23 million in total assets, $9.79 million in total liabilities, and a total stockholders' deficit of $8.56 million. Somerset, New Jersey-based Rosenberg Rich Baker Berman, P.A., the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/824416/000121390023025520/f10k2022_questpatent.htm About Quest Patent Rye, New York-based Quest Patent Research Corporation -- http://www.qprc.com-- is an intellectual property asset management company. The Company's principal operations include the development, acquisition, licensing and enforcement of intellectual property rights that are either owned or controlled by the Company or one of its wholly owned subsidiaries. The Company currently owns, controls or manages eleven intellectual property portfolios, which principally consist of patent rights. R.P. RUIZ: Says Disclosures Amended to Address Objections --------------------------------------------------------- R.P. Ruiz Corporation, Inc., filed a reply to the objections to the Disclosure Statement describing the Chapter 11 Plan and proposed modifications to Disclosure Statement and Plan. A. First Objection - DUSI's Claim Amount. Diversified Utility Services, Inc., ("DUSI") has filed two Objections. The first concerns the amount of its claim. In its initial proof of claim, filed July 20, 2022, Claim 3-1, DUSI stated a claim for $2,300,000. Claim 3-1 lacked supporting documentation but DUSI states an amount in the form. R.P. Ruiz points out that in its first Objection, DUSI states that the reconciled amount of its claim is not $2,300,000 (as per Claim 3-1), the figure the Debtor indicates in its listing of claims, but actually is a higher figure - $3,463,690.84. DUSI states Claim 3-2 states this amount. In fairness, the $3,463,690,84 figure is stated somewhere but not in Claim 3-2. The higher figure can be found only if one pulls up the listing in the claims register via PACER and review the descriptive text there, not in the proof of claim. R.P. Ruiz further points out that DUSI's filing of Claim 3-2 creates certain difficulties. First, filed proofs of claim, not external descriptive text, control as to amounts asserted. Second, DUSI should not expect parties to read an amended claim and figure out a claim amount from an agreement and insurance papers. Third, the higher claim amount may be what DUSI is asserting but without a proper proof of claim, one does not know. The Debtor is willing to amend its Disclosure Statement and Plan in the treatment box for unsecured creditors to state the following: Diversified Utility Services, Inc. ("DUSI") asserts that its claim amount is not $2,300,000 but is $3,463,690,84. If DUSI files an amended claim that is sustained at the higher figure, then unsecured creditors will be paid 3.5% based on scheduled claims, 1.8% based on total claims filed and 1.5% based on reconciled claims. If the claim at the higher figure is overruled, then unsecured creditors will be paid as follows: 1.8% of reconciled claims; 3.5% of total scheduled claims; or 2.2% of total claims filed. B. DUSI's Supplemental Objection - the Insurance Policies R.P. Ruiz asserts that DUSI objects to the adequacy of information in the Disclosure Statement alleging it does not reflect all insurance policies the Debtor holds which, per DUSI, could be used to satisfy claims against the Debtor, here really meaning DUSI's stayed litigation claims. According to R.P. Ruiz, under DUSI's insurance objection, DUSI filed its Motion for Relief From Stay. (ECF 108) The Debtor filed its Opposition. (ECF 120). The Debtor attached to its (at page 22 and through page 34 of 88) a letter containing a comprehensive analysis by the insurance carrier of the applicable policies that may be available to compensate DUSI, what events may or may not be covered, the carrier's reservation of rights, etc. DUSI has the carrier's own analysis of its potential liability to DUSI. As a convenience for the record, the same letter is attached here as Exhibit "B." R.P. Ruiz points out that DUSI does not really explain how providing additional information about insurance policies will assist other creditors. While DUSI would seem to assert that identifying the policies constitutes adequate disclosure, the Debtor already provided the information to DUSI. Identifying the policies again will make no difference. R.P. Ruiz further points out that DUSI already has the information about the policies it wants, e.g. coverage limits and the carrier's own analysis of the policies. This is not an issue of adequate disclosure; this is DUSI seeking to confirm information it already has. The Debtor's counsel was contacted by counsel for Commercial Credit Group ("CCG"), the sole member of Class 1. CCG noted that the payment schedule in the treatment box in the Disclosure Statement and in the Plan differed from the payment schedule in the projection attached to the Disclosure Statement. CCG's observation was correct. The Debtor intends that the payment schedule in the treatment boxes control over the projection. The Debtor intends to provide an updated projection prior to the hearing on April 5th. R.P. Ruiz asserts that in discussions with CCG, the Debtor has agreed to make the $1,500 monthly pan payments with the loan to be paid in full at month 36. The Disclosure Statement and Plan need to be modified to state that the balance then owed will be due in full at month 36. For the reasons stated above, the Debtor requests that the Court approve the Disclosure Statement as containing adequate information subject to (1) the Debtor adding the language above about DUSI's claim amount and its impact on the percentage to be paid to unsecured creditors, and (2) the Debtor making the change to the treatment of CCG's claim in the Disclosure Statement and the Plan. Attorneys for the Debtor: Steven R. Fox, Esq. THE FOX LAW CORPORATION, INC. 17835 Ventura Blvd., Suite 306 Encino, CA 91316 Tel: (818)774-3545 Fax: (818)774-3707 E-mail: srfox@foxlaw.com About R.P. Ruiz Corporation R.P. Ruiz Corporation Inc., a concrete subcontractor, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-10501) on July 5, 2022. In the petition signed by Richard Ruiz, Jr., president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Ronald A. Clifford III oversees the case. Steven R. Fox, Esq., at The Fox Law Corporation, Inc., is the Debtor's counsel. RADIOSHACK: In Trouble Again After Creditors Start Forced Auction ----------------------------------------------------------------- Amelia Pollard and Erin Hudson of Bloomberg Law report that the husk of storied electronics retailer RadioShack is for sale once again as its owner finds itself on shaky financial footing. A holder of debt backed by RadioShack's intellectual property has moved to force a sale of the brand after owner Retail Ecommerce Ventures, or REV, missed interest payments in recent months, according to people familiar with the situation. The debt holder is trying to force the sale through a so-called Article 9 auction, which allows secured creditors to find a buyer for their collateral. About General Wireless Operations Based in Fort Worth, Texas, General Wireless Operations Inc., doing business as RadioShack -- http://www.RadioShack.com-- operates a chain of electronics stores. Its predecessor, RadioShack Corp., then with 4,000 locations, sought Chapter 11 protection (Bankr. D. Del. Case No. 15-10197) in February 2015 and announced plans to close underperforming stores. In March 2015, Standard General affiliate General Wireless won court approval to purchase RadioShack Corp.'s assets, gaining ownership of around 1,700 RadioShack locations. Two years later, General Wireless commenced its own bankruptcy case, announcing plans to close 200 of 1,300 remaining stores. General Wireless Operations Inc., and its affiliates based in Ft. Worth, TX, filed a Chapter 11 petition (Bankr. D. Del. Lead Case No. 17-10506) on March 8, 2017. In its petition, the Debtor estimated $100 million to $500 million in both assets and liabilities. Pepper Hamilton LLP served as counsel to the Debtors, Jones Day as co-counsel, and Prime Clerk, LLC as claims and noticing agent. RAINBOW LAND: Taylor Buying Caliente and Lincoln County Properties ------------------------------------------------------------------ Rainbow Land & Cattle Co., LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada for it: (1) to exchange 35.56 acres of its real property and 5.34 acre-feet per annum of associated ground water rights located in Caliente, Nevada, with F. Heise Land & Live Stock Co.'s 88.09 acres of real property located across highway 17 from the Debtor's real property in Lincoln County, Nevada ("Heise Property"); and (2) to sell 333.032+/- acres of land (including the Heise Property), together with approximately 332.51+/- acre-feet per annum of associated water rights located in Caliente and Lincoln County, State of Nevada, for the price of $2.4 million payable in cash at close of the dual escrow, to Ronald Taylor or his permitted assignee, subject to overbid. The Debtor owns certain real property located in Caliente, Nevada known as Assessor's Parcel Numbers 003-121-01 (19.14 acres) and 003-151-24 (16.42 acres) ("RLC Exchange Parcels") totaling 35.56 acres. Parcel 003-151-24 has 5.34-acre feet of affiliated ground water rights per permit 28934, certificate 10491 ("RLC Exchange Water Rights). The Debtor seeks a court order for authority for it to exchange the RLC Exchange Property with the following real property currently owned by F. Heise located in Lincoln County, Nevada, which is: Assessor’s Parcel Numbers 013-140-20 (20 acres); 013-140-21 (25.857 acres); and 013-140-22 (42.235 acres) together the Heise Property totaling 88.09 acres of real property. The parties believe the exchanged property is of like kind and equivalent value. Exhibit A is a copy of the Real Estate Exchange Agreement. Additional material terms of the Real Estate Exchange Agreement between the Debtor and F. Heise include that: the agreement is being made to effectuate the Real Estate Purchase Agreement entered into between the Debtor and Taylor; that F. Heise will agree to a partial release of its second deed of trust on the real property owned by the Debtor to be sold to Taylor in exchange for the payment of $100,000 at close of escrow; and F. Heise will move to a first position deed of trust on the remainder of the collateral it currently holds a second deed of trust on. The Debtor owns certain real property located in Caliente, Nevada known as Assessor's Parcel Numbers 003-220-04, 003-220-05, 003-220-06, 003-220-07, 003-220-10 ("Parcels"). It also owns certain water rights known as: Proof No. 01076; Permit No. 9935, Certificate No. 2483; Permit No. 10614, Certificate No .3211. Exhibit B is a copy of the Real Estate Purchase Agreement. Taylor also seeks to purchase from the Debtor the Heise Property. The property to be sold by the Debtor to Taylor includes the Parcels, the WaterRights, and the Heise Property for the purchase price of $2.4 million. The Purchase Agreement provides that the Property will be sold for the $2.4 million cash, payable upon close of escrow. Close of escrow is to occur by April 25, 2023. The Buyer is to delivered a deposit of $100,000.00 to Cow County Title Company, which will be the title company for the transaction. The Property is to be sold "as is, where is" condition, without warranties, either express or implied, as to its/their condition, functionability or suitability for any purpose. Overbidding will be allowed at the hearing on approval of the Motion. There following are claims that have a security interest against the Property: a. H.H. Land & Cattle Co. (First Position Deed of Trust on Parcels and Water Rights) ($2,218,116.54) - Paid upon close of escrow; and b. F. Heise (Second Position Deed of Trust on Parcels and Water Rights) ($980,000) - $100,000 will be paid upon close of escrow. All of the proceeds from the sale will be distributed first to costs of sale and then an estimated $2,218,116.54 to H.H. Land and $100,000 to F. Heise as set forth in the Exchange Agreement. Zions First National Bank was H.H. Land's predecessor in interest, and its claim and security interest were sold and transferred to H.H. Land pursuant to that Transfer of Claim other than for Security on Jan. 29, 2013, and that Notice of Assignment of Claim and Order Thereon. Accordingly, Zions First no longer has a claim or lien against the Debtor or on the Debtor's property, and the Property must be sold free and clear of any lien, claim, or interest of Zions First National Bank. F. Heise agreed to release its liens on the Property upon the close of escrow, and it has agreed to accept $100,000 from the Purchase Agreement and sale of the Property. F. Heise will continue to retain its liens on Rainbow Land's other real property that is not being sold to Taylor as security for its claims against the Debtor. The Debtor will also be required to pay approximately $6,000 for title insurance, approximately $9,360 in transfer taxes, approximately $400 document fee, and approximately a $400 escrow fee. The Debtor requests court approval to pay these amounts. The remaining funds will be those available for the Debtor's plan of reorganization, or for a structured dismissal of the Debtor’s case, and will be held by the Debtor until further order of the Court. The Property is listed for sale by Janice Cole, a Nevada licensed real estate broker since 1991. Ms. Cole is also a member of the Debtor. The Debtor believes the Purchase Agreement price is fair. In December of 2018, the Debtor sold 13.1 acres of land and 20 afa of water rights for $486,500.00, or $30,267.18 per acre. The Prior Sale was for property very near the current Property for sale. Clarence Burr, a member of the Debtor, is also the President and a shareholder of F. Heise. The books and records of the Debtor are not to be sold under the proposed sale and will be retained by the Debtor in order to assist in administering the bankruptcy estate. The Debtor submits that the proposed sale and exchange of property and additional terms set forth herein should be approved. The sale is for fair value. The sale is subject to overbid, and other entities that might express an interest have been provided notice of a sale. Additionally, the Debtor requests such additional relief as is just and proper. About Rainbow Land & Cattle Company Rainbow Land & Cattle Company, LLC, a privately held company engaged in activities related to real estate, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 19-50627) on May 30, 2019. The petition was signed by John H. Huston, its managing member. The Debtor previously sought bankruptcy protection (Bankr. D. Nev. Case No. 12-14009) on April 4, 2012. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The case has been assigned to Judge Bruce T. Beesley. The Debtor tapped Holly E. Estes, Esq., at Estes Law, P.C., as legal counsel, Timothy W. Nelson as an interest rate expert, Arthur J. Hill as a feasibility expert, and B. Kent Vollmer as real estate appraiser and valuation expert. REALPAGE INTERMEDIATE: Fitch Alters Outlook on 'B' IDR to Negative ------------------------------------------------------------------ Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) for RealPage Intermediate Holdings, Inc. and its wholly owned subsidiary, RealPage, Inc. at 'B'. Fitch has also affirmed RealPage Inc.'s first-lien secured revolver and term loan at 'B+'/'RR3' and the second-lien term loan at 'CCC+'/'RR6'. The Rating Outlook has been revised to Negative from Stable. The Negative Outlook reflects Fitch's concerns about elevated leverage and the company's ability to significantly reduce operating expenses. The company benefits from its liquidity position which is also supported by strong FCF generation. Fitch previously stated it would take negative rating action if RealPage's leverage was above 7x beyond 2023. Fitch is now concerned about the company's ability to achieve lower costs and realize significant margin expansion which would drive down leverage. Fitch is also concerned about the investigation into the company's software, YieldStar. KEY RATING DRIVERS Aggressive Financial Structure: Based on results seen in the first nine months of 2022, Fitch estimates that leverage at the end of 2022 was approximately 8.7x. Fitch expects very modest EBITDA margin expansion as a result of the company's efforts to reduce operating expenses. This along with modest revenue growth and mandatory amortization payments should lead to lower leverage over the forecast horizon absent any large debt funded acquisitions. The company has a history of generating strong FCF which supports the company's liquidity position. Fitch also notes that the sticky nature of the company's software solutions provide comfort about future cash flows. Ongoing Investigation and Lawsuits: RealPage's software solution, YieldStar, is used to recommend rent prices to is customers and last year, U.S. Senators asked for the Department of Justice to look into the company's rent-setting algorithms. In addition, there are class action lawsuits filed in multiple states. The outcome for RealPage is unclear. Debt Funded Acquisitions: In 4Q22, RealPage acquired Knock CRM, a provider of customer relationship management (CRM) and front office technology for the multifamily industry. Part of that acquisition was funded with debt drawn on the revolver. Approximately a year earlier, RealPage acquired HomeWiseDocs (HWD) which served approximately 1,300 home owner association (HOA) property management companies (PMCs) that manage approximately 9 million units in the U.S. During 3Q21, the company acquired G5 Search Marketing, a digital marketing, advertising and analytics solution provider for real estate and debt was also used to fund that. That was also funded with an add-on term loan. Fitch assumes that RealPage will continue to make tuck-in acquisitions. Defensible Market Position: RealPage customers manage over 19 million units through North America, Europe and Asia. The company has grown to its current size by making well over 50 acquisitions. As the system of record for property managers, akin to an ERP, RealPage's solution is difficult (and often not economically justified) to replace. Renewal rates are consistently in the high, the majority of revenues are subscription based and contracts are generally multi-year with mid-single digit price escalators. Significant Growth Opportunities: Total revenue have grown organically and through acquisitions. It has also grown through contractual price increases, rent payment inflation, and increased down market penetration (RealPages's SMB segment, defined as managing 5k or fewer units is just under 40% of revenue). Secular shifts towards increased electronic payments and digital leasing and resident management practices (which the overall sector had historically been slow to adopt but accelerated due to COVID-19) will likely drive RealPage's growth profile going forward. Management believes it has only penetrated 6% of the $19 billion TAM. Fitch conservatively assumes RealPage's growth over the rating horizon will be mid-single digit. DERIVATION SUMMARY RealPage compares with vertical software and data analytics providers. A direct competitor and rated peer is CoStar Group, Inc. (BBB/Stable), which generates twice as much revenue as RealPage. CoStar's leverage is forecast to be low and in the range of 1.6x to 1.1x over the rating horizon whereas Fitch expects RealPage's leverage to decline to between 6.5x and 7.5x over the rating horizon. While not direct peers, RealPage's financial and business profile is comparable to vertical software providers that have been taken private including Constant Contact (B/Stable), Magenta Buyer (B/Stable) and QBS Parent, Inc. (d/b/a Quorum Business Solutions, B-/Stable). RealPage competes directly with a host of software providers to the real estate sector including property management software, cloud services, and software-enabled value-added services (e.g. applicant screening, CRM, marketing, Internet listing services and payment processing). In addition to CoStar, direct competitors include Yardi, Inc., Entrata, Inc. MRI Software LLC and AppFolio. RealPage has the largest end-market coverage spanning single/multifamily, affordable, senior, student, military, HOA and vacation. RealPage's software comprises approximately 30% of nationwide units under management. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - High single digit growth in 2023 followed by mid-single growth; - Adjusted EBITDA margins in the low 30's over the forecast horizon; - Approximately $500 million spent on acquisitions to innovate the company's software offerings through 2026 largely funded with FCF; - To calculate interest expense, Fitch assumes that the average floating rate in 2023 and each of the following years is as follows: 4.5%, 3.8%, 3.2% and 3.2%; - Mid-single digit capex intensity; - No assumptions are made for dividends to the sponsor. KEY RECOVERY RATING ASSUMPTIONS Fitch's recovery analysis assumes RealPage would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has also assumed a 10% administrative claim. Fitch forecasts that RealPage's going concern (GC) EBITDA is $375 million, which is unchanged from Fitch's last Recovery Rating analysis. Fitch assumes that the company loses clients to AppFolio and Yardi and that operating efficiencies are lost, reducing RealPage's EBITDA margins. An enterprise value (EV) multiple of 7.0x EBITDA is applied to the GC EBITDA to calculate a post-reorganization EV. The choice of this multiple considered the following factors the historical bankruptcy case study exit multiples for technology peer companies, which ranged from 2.6x to 10.8x. Of these companies, only three were in the software sector: Allen Systems Group, Inc.; Avaya, Inc.; and Aspect Software Parent, Inc., which received recovery multiples of 8.4x, 8.1x and 5.5x, respectively. The highly recurring nature of RealPage's revenue and mission-critical nature of the product support the multiple being on the high end of the range. Fitch arrived at an EV of $2.6 billion. After applying the 10% administrative claim, an adjusted EV of $2.4 billion is available for claims by creditors. Fitch assumes a full draw on RealPage's proposed $250 million revolver. The resulting recovery for the first lien revolver and term loan is 'RR3' which notches the instrument rating up one from the IDR to 'B+'. For the second lien term loan, the recovery rating is 'RR6' which results in the instrument being notched down two from the IDR to 'CCC+'. RATING SENSITIVITIES Factors that could, individually or collectively, lead to Stable Outlook: - Should RealPage make meaningful progress expanding its EBITDA margins and reducing leverage down to approximately 7.0x, Fitch may Stabilize the Outlook. Factors that could, individually or collectively, lead to positive rating action/upgrade: - EBITDA leverage sustained below 5.5x; - (CFO-capex)/total debt with equity credit expected to be sustained above 7%; - Expectation of sustained growth and/or margin outperformance to Fitch's expectation. Factors that could, individually or collectively, lead to a downgrade: - EBITDA leverage expected to be sustained above 7x beyond 2024; - (CFO-capex)/total debt with equity credit expected to sustained below 3%; - EBITDA interest coverage expected to be sustained below 2.5x; - Material decline in market share or emergence of significant competitor or disruptor; - Failure to demonstrate timely progress towards expected margin expansion; - An adverse outcome for YieldStar which has a material impact on the credit profile. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch expects RealPage to have adequate liquidity. As of Sept. 30, 2022, the company had $299 million of cash on hand and full access to its $250 million revolver. The company's liquidity also benefits from the company's FCF generation. All of the company's debt is floating and it is substantially unhedged. To calculate interest expense, Fitch assumes that the average floating rate in 2023 and each of the following years is as follows: 4.5%, 3.8%, 3.2% and 3.2%. ISSUER PROFILE RealPage, Inc., founded in 1998 and headquartered in Richardson, TX, is a leading global provider of software and data analytics to the real estate industry. Thoma Bravo acquired RealPage on April 22, 2021. 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 ----------- ------ -------- ----- RealPage, Inc. LT IDR B Affirmed B senior secured LT B+ Affirmed RR3 B+ Senior Secured 2nd Lien LT CCC+ Affirmed RR6 CCC+ RealPage Intermediate Holdings, Inc. LT IDR B Affirmed B RODAN & FIELDS: Moody's Downgrades PDR to Ca-PD, Outlook Negative ----------------------------------------------------------------- Moody's Investors Service affirmed Rodan & Fields, LLC's (R + F) Caa3 Corporate Family Rating and downgraded the company's Probability of Default Rating to Ca-PD from Caa3-PD. The Caa3 ratings of the first lien senior secured revolving credit facility and term loan, and the negative outlook are unchanged at this time. On April 5, 2023, R + F announced a transaction to exchange the existing revolver and term loan into new facilities that mature in May 2027. Holders of approximately 65% of the existing term loans and 100% of the revolving commitment have already agreed with the proposed transaction. R + F proposed to exchange the existing term loans at a 27.5% discount for lenders consenting by April 17, 2023 and at a 32.5% discount for lenders consenting by April 26, 2023 in exchange for a new extended super priority third out term loan. Loans already consented to exchange into the new super priority third out term loan by the holders of approximately 65% of the existing term loans are assumed to be exchanged at a 17.5% discount. As part of the transaction, $50 million of the existing revolver balance will also be rolled into the new third out term loan, and the company will issue a new $136.5 million super priority second out term loan. The second out term loan will consist of $30 million of new money loans, $105 million of existing term loans exchanged at par. The remaining approximately $16 million balance on the existing revolver will be exchanged at par into borrowings under a new downsized $50 million super priority first out revolving credit facility expiring in May 2027. Any existing term loans that are not exchanged will remain in place with a subordinated collateral position relative to the new first out revolver and the new second and third out term loans. Moody's considers the transactions to be a distressed exchange default and will append a /LD designation to the PDR upon completion of the transaction. Moody's expects to withdraw the Caa3 rating on the existing revolver, and to downgrade the rating on any remaining non-extended term loans to Ca from Caa3 at the transaction close. The distressed exchange reflects that the lenders will incur a loss relative to the original principal to exchange existing term loans at a significant discount into a new term loan with a longer maturity. Moody's will remove the "/LD" designation from the company's PDR in approximately three business days after appending. The affirmation of the Caa3 CFR reflects Moody's expectation for declining revenue and earnings, negative free cash flow, and relatively high leverage in the next 12 to 18 months, hurt by declines in the company's independent sales consultants and notwithstanding strategic initiatives to turn around the business. Moody's estimates the company's financial leverage was estimated at 6.0x debt-to-EBITDA as of December 31, 2022 pro forma for the refinancing. Higher interest expense associated with the new term loan notwithstanding a reduction in debt as part of the refinancing will limit free cash flow generation. Although the refinancing will reduce the total debt by roughly $71 million assuming full existing term loan lender participation and the earliest debt maturity will be extended to May 2027, Moody's believes the company will face another potential liquidity strain if R + F cannot stabilize its consultant base, improve earnings or restore positive free cash flow. With full participation from the remaining lenders, interest costs will increase by approximately $13.5 million following the transactions and further constrain the company's free cash flow. Moody's views changes in consumer shopping patterns and the reduced attractiveness of the business opportunity as an independent consultant are negatively affecting the company's direct selling model. R + F is also facing ongoing competition from large well capitalized competitors as well as a large number of independent brands. R + F is executing on plans to stabilize the consultant base including recent category expansion to haircare. Governance risk including use of high leverage, concentrated control under private equity ownership, and willingness to pursue exchange transactions at a significant discount to par is a key driver of the rating action. As a result, Moody's changed the company's financial strategy and risk management score to 5 from 4, the governance issuer profile score to G-5 from G-4, and the credit impact score to CIS-5 from CIS-4. The rating outlook is likely to change to stable from negative following the transaction, as R + F will have adequate liquidity for the next 12-18 months to continue its business turnaround plans. The adequate liquidity will be supported by an estimated $20-25 million of cash at closing and $34 million availability under the $50 million committed new revolver following the refinancing. The company also has the option to pay-in-kind interest on up to 40% of the extended third priority term loan for three quarters subsequent to the closing, which will also preserve cash. The liquidity will be sufficient to cover $10-15 million projected negative free cash flow (assuming full cash pay) as well as about $6 million term loan annual amortization in the 12 months following closing. Moody's estimates free cash flow would be temporarily break even or slightly positive if the company exercises the PIK option. Moody's took the following rating actions: Affirmations: Issuer: Rodan & Fields, LLC Corporate Family Rating, Affirmed Caa3 Downgrades: Issuer: Rodan & Fields, LLC Probability of Default Rating, Downgraded to Ca-PD from Caa3-PD Outlook Actions: Issuer: Rodan & Fields, LLC Outlook, Remains Negative RATINGS RATIONALE The Caa3 CFR reflects R + F's reduced revenue scale of below $700 million, flat to declining earnings, and relatively high debt-to-EBITDA leverage estimated at 6.0x for fiscal 2022 proforma for the proposed refinancing. The company has limited geographic diversity and faces high and increasing competition from larger and better capitalized competitors. Products are somewhat discretionary and vulnerable to consumer spending pullbacks and focused largely within the skincare segment. While R + F is implementing strategies to turn around the business, the consultant base has not stabilized yet. The rating is supported by the company's good brand name recognition in niche markets and well-regarded skincare products. The company's recent category expansion to haircare is credit positive and expands its total addressable market. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The current negative outlook continues to reflect the elevated risk of a default within the next few months due to weak operating trends, high leverage, negative free cash flow and the proposed exchange offer. The ratings could be downgraded if R + F does not stabilize sales representative counts, revenue and earnings. A deterioration in liquidity could also lead to a downgrade. Before Moody's would consider an upgrade, R + F would need to materially improve its operating performance, restore positive free cash flow, and maintain at least adequate liquidity. The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. Based in San Francisco, CA, Rodan & Fields, LLC is a direct seller of skin and hair care products. The company operates through a multi-level marketing system that consists of about 163,000 consultants, largely in the US. R + F is majority owned by TPG Capital since November 2022 following an increase in TPG's ownership position. The founders of the business, Dr. Katie Rodan and Dr. Kathy Fields, own a minority interest and are actively involved in the business. The company generated $674 million for the twelve-month ending September 30, 2022. RODAN & FIELDS: S&P Cuts ICR to 'D' on Recapitalization Agreements ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on San Francisco-based skin care company Rodan & Fields LLC (R+F) to 'D' (default) from 'CCC-'. S&P also lowered its issue-level rating on the company's existing senior secured $200 million revolving credit facility due in June 2023 and $600 million term loan facility due in June 2025 to 'D' from 'CCC-'. S&P said, "We view the definitive agreements to restructure its existing capital structure in its entirety as a default. Participating lenders have agreed to extend the maturities of its revolving credit facility to 2027 from 2023 and term loan to 2027 from 2025 in exchange for a security position ahead of nonconsenting lenders. The participating lenders and extended term loans will receive a super priority and additional collateral, including 100% of the equity of the foreign subsidiaries, the intellectual property associated with new products or assets, and the company's portion of non-wholly owned joint ventures and subsidiaries. R+F will also purchase on the open market $50 million of its revolver balance which will be converted into the third-out tranche of the extended term loan. The previous $600 million term loan will be divided into potentially three tranches, including a $137 million super-priority, second-out term loan (consisting of lenders who contributed new money totaling $30 million) and $269 million extended third-out term loan, with nonconsenting lenders representing about $200 million receiving a fourth-priority position and no maturity extension. Nonconsenting lenders now have the option to have debt purchased by the company at a 27.5% discount through April 17 for equity interests and a consent fee or a 32.5% discount and no equity interest or consent fee from April 17-April 26. We consider these transactions to be a default as nonconsenting lenders are being disadvantaged and receiving less than originally promised either through agreeing to have its debt purchased at a discount or via its shift to a lower priority security position. "We expect to reevaluate our rating on R+F and the company's capital structure soon. We will likely raise our rating on the company to the 'CCC' category given the expectation for unsustainable leverage and risks pertaining to the final terms of the revised capital structure." RV DOCTOR: Seeks to Hire McGuire Law & Title as Litigation Counsel ------------------------------------------------------------------ RV Doctor, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ McGuire Law & Title, PA as its special litigation counsel. The firm will represent the Debtor in all matters involved in, or associated with, the litigation or settlement of the commercial eviction action filed in the Twentieth Judicial Circuit Lee County, entitled SFG ISF Fort Myers Lee, LLC v. RV Doctor, Inc. (Case No. 22-CA-004863). As disclosed in court filings, McGuire is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Stephen McGuire, II, Esq. McGuire Law & Title, PA 12670 New Brittary Blvd, Suite 101 Fort Myers, FL 33907 Phone: 239-939-2222 Fax: 239-939-2280 Email: smcguire@cmw.law About RV Doctor RV Doctor, Inc., a company in Fort Myers, Fla., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00256) on March 8, 2023, with up to $50,000 in assets and up to $10 million in liabilities. Janice M. Akard, president of RV Doctor, signed the petition. Judge Caryl E. Delano oversees the case. Richard Johnston, Jr., Esq., at Johnston Law, PLLC and McGuire Law & Title, PA serve as the Debtor's bankruptcy counsel and special litigation counsel, respectively. SCHAFFNER PUBLICATIONS: Taps Diller and Rice as Legal Counsel ------------------------------------------------------------- Schaffner Publications Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Diller and Rice, LLC as its bankruptcy counsel. The firm will consult with and assist the Debtor in the preparation and implementation of a plan of reorganization and represent the Debtor in all matters relating to its Chapter 11 proceedings. Eric Neuman, Esq., an associate attorney at Diller and Rice, will lead in the representation of the Debtor. His hourly rate is $300. As disclosed in court filings, Diller and Rice is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eric R. Neuman, Esq. Diller & Rice, LLC 124 E Main Street Van Wert, OH 45891 Phone: 419-238-5025 Email: Eric@drlawllc.com About Schaffner Publications Schaffner Publications, Inc. is the publisher of a local newspaper, The Beacon. The Beacon began publishing in February of 1983. Schaffner Publications sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-30489) on March 27, 2023, with up to $10 million in assets and up to $500 in liabilities. John Schaffner, president of Schaffner Publications, signed the petition. Judge Mary Ann Whipple oversees the case. Eric Neuman, Esq., at Diller and Rice, LLC, represents the Debtor as legal counsel. SCIENTIFIC GAMES: Fitch Affirms IDR at 'B', Outlook Stable ---------------------------------------------------------- Fitch Ratings has affirmed Scientific Games Holdings LP's (SG Lottery) Issuer Default Rating (IDR) at 'B' with a Stable Rating Outlook. Fitch has also affirmed SG Lottery's senior secured credit facility at 'BB-'/'RR2' and its unsecured notes at 'B'/'RR4'. The 'B' IDR reflects SG Lottery's high but improving leverage, as well as its solid market position in the lottery industry that generates high margins, durable cashflows and discretionary FCF. KEY RATING DRIVERS Deleveraging Slightly Delayed: Fitch expects gross leverage to reach mid-7x by YE2023 and below 7.0x by YE2024, compared to previous expectations of high-6x by YE2023. The delay is due to lower EBITDA margins resulting from cost inflation related primarily to COGS and supply chain issues. SG Lottery paid off its revolver balance and modest debt amortization will occur in 2023, supporting deleveraging. Leverage is set to improve more meaningfully in 2024 as EBITDA grows from recent contract wins, including the U.K. fourth license. The somewhat delayed deleveraging trajectory compared with last year remains consistent with the 'B' IDR. Fitch believes the lottery business can withstand higher leverage than traditional casino gaming, given favorable industry characteristics. Solid Operating Profile: SG Lottery has a full-suite of lottery products, including instant games, lottery systems, iLottery products and retail lottery service solutions. It is a leading operator in the global instant ticket business, with a company-estimated market share of about 70% globally. A long-term operating record is a competitive advantage when bidding on new concessions. SG Lottery is diversified by both customer (around 150) and location (operating in 60 countries). Lottery Exposure a Credit Strength: Lottery exhibits favorable characteristics relative to other forms of gambling. Lottery is convenient and has broad appeal, exhibits less cash flow volatility, and has delivered stable, low-to-mid single-digit growth rates. The industry is less exposed to competitive threats seen elsewhere in the gaming industry. Moreover, the industry has exhibited positive lottery spend-per-capita trends despite meaningful casino development over the last 20 years, including in states that have legalized traditional casino gaming (e.g. Illinois, Massachusetts, Ohio, Pennsylvania). iLottery presents an additional growth driver to the extent jurisdictions legalize and Fitch expects SG Lottery to achieve consistent market share as its traditional lottery segments. High but Manageable Capital Intensity: Lottery is capital intensive as concessions can require meaningful upfront capex for systems/equipment installation and some jurisdictions mandate material, one-time payments as a condition to be awarded long-term concessions. Capital intensity for the instant tickets segment is relatively less. Capital intensity will be heightened in the near term, due to new contract wins, and Fitch expects this to decrease to the mid-to-high single digits thereafter (which includes some assumed future growth capex). This is manageable given SG Lottery's solid EBITDA margins and strong operating cash flows. Fitch forecasts SG Lottery to generate discretionary FCF (cash flow from operations less capex) margins at around 10%, which are solid for the gaming industry. Reasonable Concession Payment Risk: SG Lottery's exposure to one-time concession payments is manageable as its ownership percentage in JVs that had to pay large upfront payments does not exceed 30%. Positively, the JVs pay meaningful recurring distributions to the owners (Fitch includes these distributions in its EBITDA calculation). Flexibility to Distributions and Leverage: SG Lottery's debt agreements provide the company and its sponsor significant flexibility as to how they manage leverage and distribute cashflows given no discernible requirements to meaningfully de-leverage and flexibility with restricted payments. The company establishing a record of operating with gross leverage below 6.5x, in conjunction with the other Rating Sensitivities, could be more consistent with a higher rating (all things equal). Standalone Lottery Company: SG Lottery was divested by Light & Wonder, Inc (LNW, BB/Stable), a large diversified gaming supplier with traditional slot machine, table games, and digital segments and there is no rating linkage between the companies. The incremental SG&A costs as a standalone company are manageable given SG Lottery's strong EBITDA margins. There was no cash flow disruption from the separation from LNW as the benefits from being part of a larger, diversified gaming supplier were not meaningful outside of shared services. DERIVATION SUMMARY SG Lottery's 'B' IDR reflects a high leverage profile, solid discretionary FCF generation, and favorable exposure to global lottery versus traditional casino gaming peers. SG Lottery has strong market positions in both instant tickets and draw lotteries and benefits from medium- to long-term operating concessions with its governmental partners. The company has ended 2022 with leverage of approximately 7.8x and will de-leverage to the high-6.0x range by 2024 through modest EBITDA growth and some voluntary debt paydown. SG Lottery's credit profile is positioned similarly with mid-to-high 'B' category peers, Bally's Corp (B+/Negative), Great Canadian Gaming Corp. (B+/Stable), and Caesars Entertainment, Inc., albeit with higher leverage. The ratings reflect Fitch's view that the lottery business can withstand higher leverage than similarly-rated land-based casino operators and higher-rated gaming supplier peers Light & Wonder (BB/Stable), Aristocrat Leisure (BBB-/Stable) and Everi Holdings (BB-/Stable). SG Lottery is weaker than its lottery peer International Game Technology plc (BB+/Stable) primarily due to meaningfully higher leverage. KEY ASSUMPTIONS - Total revenue increase in single digits through the forecast, assuming continued growth in the global lottery business and additional contract wins. Growth is also supported by solid growth in instant tickets and, to a somewhat lesser degree, by lottery services, iLottery, and product sales; - EBITDA margins (excluding JVs) are in the mid-30% range and include incremental standalone SG&A costs; EBITDA margin increases in 2024 due to a normalization of print ticket COGS and other supply chain issues; - Capital intensity is assumed to be mid-to-high single digits, which includes some degree of upfront capex for potential new contract wins. No major one-time concession payments are forecast in the medium term (Italy expires in 2028 and New Jersey in 2029); - Distributions from JVs consistent with the historical range; - Gross debt declines marginally from planned amortization and Fitch assumes modest voluntary debt paydown in 2023 and 2024; - No material M&A. Excess cash flow is reinvested in the business or distributed to shareholders to extent permissible under debt covenants. KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that SG Lottery would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim, and has assumed the $440 million revolver to be fully drawn at the time of recovery. The current recovery ratings contemplate nearly $3.0 billion of secured debt claims. Fitch forecasts a post-reorganization enterprise value of roughly $2.8 billion. Going-concern EBITDA of $330 million, which is before distributions from minority investments (e.g. Lotterie Nazionali S.r.l), assumes the loss of at least two major lottery contracts and marginal cyclical pressures on consumer discretionary spending. It also assumes a forward assumption from the time of distress of mid-single digit growth for the underlying business given lottery's historical healthy secular growth rates and SG Lottery's customer diversification. The collateral package consists of only the U.S.-based subsidiaries, which represent 60%-65% of total cash flows and assets (midpoint used for analysis). The secured lenders and unsecured noteholders will benefit from the same guarantors, which are only the U.S.-based subsidiaries. All value estimated for the foreign subsidiaries is shared on a pro-rata basis between any deficiency claims of secured lenders and the unsecured notes. Fitch used an EV/EBITDA multiple of 8.0x for the U.S.-based cash flows, which is the maximum permitted under Fitch's recovery criteria. The multiple considers SG Lottery's strong market position and operating track record, as well as the industry's favorable characteristics like high, regulated barriers to entry, low customer churn, less cyclical cash flows and high margins. This is in-line with the recovery multiples used for other gaming operators with similarities of high barriers to entry and exclusivity. Fitch uses a 7.0x multiple for the foreign cash flows, the maximum permitted under Fitch's recovery criteria for non-U.S. based assets. The lower multiple, despite similar business characteristics, reflects lower transparency of insolvency valuation outside of the U.S. and historical public market trading multiple differentials. Fitch also includes about $315 million of value for SG Lottery's minority and JV investments that pay recurring distributions, which historically have ranged from $30 million to $60 million. Fitch uses the mid-point of this range and applies a 7.0x multiple given substantially all is generated outside of the U.S. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - The company demonstrating a track record of sustaining gross debt/EBITDA below 6.5x; - Discretionary FCF margin at or above 10% on a sustained basis. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Gross debt/EBITDA above 7.5x on a sustained basis; - Discretionary FCF margin below 5% and/or becoming more volatile on a sustained basis; - The company indicating a more aggressive financial policy, which could be demonstrated by shareholder returns or debt-funded JV investments; - Loss of a material lottery contract(s). LIQUIDITY AND DEBT STRUCTURE SG Lottery had $86 million in cash as of Sept. 30, 2022 (excluding restricted cash) and near full availability under its $440 million revolver (small balance paid off as of Dec. 31, 2022). The company generates a discretionary FCF margin of around 10%, which is solid for the gaming industry. It also benefits from about $40 million in annual JV distributions. This compares with manageable annual amortization of $25 million and no material upfront concession payments/investments until its JV's Italy Scratch and Win contract expires in 2028. SG Lottery contributed $180 million in 2018 to the JV as part of the prior concession, and Fitch believes the company's liquidity sources are sufficient for potential upfront payments. Fitch assumes capital allocation will primarily be maintaining a more conservative level of leverage, reinvestment and shareholder returns, to the extent covenants permit. Roughly 75% of SG Lottery's interest rate exposure is fixed via swap contracts that were entered into during 2022. The company's all-in cost of debt is slightly less than 7% and Fitch's Base Case assumes no material reduction in reference rates through the forecast. ISSUER PROFILE SG Lottery is a global lottery operator. The company provides solutions for instant ticket and draw lotteries that include instant ticket manufacturing and management, lottery systems, retail solutions and iLottery platforms. 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 ----------- ------ -------- ----- Scientific Games Holdings LP LT IDR B Affirmed B senior unsecured LT B Affirmed RR4 B senior secured LT BB- Affirmed RR2 BB- SENECAL CONSTRUCTION: Wins Final OK on Cash Collateral Access ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized Senecal Construction Co., Inc. to use cash collateral on a final basis in accordance with the budget, with a 5% variance, through April 25, 2023. The Debtor needs to use cash collateral to pay ordinary operating expenses. A review of the North Carolina Secretary of State's UCC filings reveals the following financing statements that might perfect a lien on the cash collateral: a. File # 20150117465C recorded December 15, 2015, in favor of Pinnacle Bank, PO Box 1148, Thomasville, NC 27361, with a continuation recorded as file # 20200083468E on June 22, 2020. b. File # 20190040733M recorded April 18, 2019, in favor of CT Corporation System, as representative, 330 N Brand Blvd, Suite 700, Attn: SPRS, Glendale, CA 91203. c. File # 20200081903G recorded June 18, 2020, in favor of U.S. Small Business Administration, 2 North Street, Suite 320, Birmingham, AL 35203. d. File # 20200148836F recorded September 24, 2020, in favor of Corporation Service Company, as representative, P.O. Box 2576, Springfield, IL 62708. As adequate protection, and to the extent that cash collateral is used, the Potential Secured Creditors will receive a post-petition lien on the Debtor's accounts receivables and inventory and products and proceeds thereof to the extent of the use and to the extent that the prepetition lien in the same type of collateral was valid, perfected, enforceable, and non-avoidable as of the petition date. The Debtor will pay $3,400 to Pinnacle Bank on or before April 10, 2023 and no later than the 10th day of each month thereafter until a plan of reorganization is confirmed by the Court, the case is dismissed or converted to a chapter 7 case, or otherwise ordered by the court as further adequate protection for its the use of its cash collateral. The Debtor's use of cash collateral shall expire or terminate on the earlier of: (i) The Debtor ceasing operations of its business; (ii) Dismissal or conversion of the case to a proceeding under Chapter 7 of the Bankruptcy Code; (iii) Entry of an order granting Pinnacle Bank relief from the automatic stay; (iv) Entry of an order terminating the use of cash collateral; or (v) The noncompliance or default of the Debtor with any terms and provisions of the Order. A copy of the Court's order is available at https://bit.ly/3KfbADw from PacerMonitor.com. About Senecal Construction Co., Inc. Senecal Construction Co., Inc. provides complete management services for New Home Construction, Home Renovations & Additions, and Commercial Construction Projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-00421) on February 15, 2023. In the petition signed by Roland E. Senecal, Jr., president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Joseph N. Callaway oversees the case. William P. Janvier, Esq., at Stevens Martin Vaughn and Tadych, PLLC, represents the Debtor as legal counsel. SERTA SIMMONS: $1.95B Bank Debt Trades at 97% Discount ------------------------------------------------------ Participations in a syndicated loan under which Serta Simmons Bedding LLC is a borrower were trading in the secondary market around 3.4 cents-on-the-dollar during the week ended Friday, April 7, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.95 billion facility is a Term loan that is scheduled to mature on November 8, 2023. About $838.4 million of the loan is withdrawn and outstanding. Serta Simmons Bedding, LLC manufactures bedding products. The Company offers blankets, sheets, bed frames, mattress protectors, and accessories. SHAWN JENSEN: No Change in Patient Care, 10th PCO Report Says ------------------------------------------------------------- Cori Loomis, the patient care ombudsman for Shawn Jensen DDS, P.A., filed with the U.S. Bankruptcy Court for the District of Kansas a tenth report to monitor the quality of care provided to Shawn Jensen patients. Since the previous report in January 2023, there have not been any changes in the status of Dr. Jensen's practice that suggest a negative impact on patient care. PCO requested, and Dr. Jensen provided, the names and contact numbers for three patients. PCO contacted the patients to verify they were satisfied with the care provided by Dr. Jensen. Dr. Jensen's responses to other questions PCO submitted, do not indicate any changes in the status of his practice that would negatively impact patient care. Dr. Jensen reported that in the past 60 days: * No employees have left or been hired. * There have been no issues obtaining dental and medical supplies. * He is not aware of any patient complaints, licensure board complaints, or professional negligence lawsuits. * The office hours have remained the same and patient volume has increased. * There have been no significant equipment failures, breakdowns, or need for replacement. A copy of the tenth ombudsman report is available for free at https://bit.ly/3U6zs0D from PacerMonitor.com. Attorney for the patient care ombudsman: J. Clay Christensen, Esq. Jonathan M. Miles, Esq. Brock Z. Pittman, Esq. Christensen Law Group, P.L.L.C. 3401 N.W. 63rd St., Suite 600 Oklahoma City, OK 73116 Telephone: (405) 232-2020 Facsimile: (405) 228-1113 Email: clay@christensenlawgroup.com jon@christensenlawgroup.com brock@christensenlawgroup.com About Shawn Jensen DDS Shawn Jensen DDS, PA sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 21 10699) on July 26, 2021, with $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Mitchell L. Herren oversees the case. Forker Suter, LLC serves as the Debtor's legal counsel. Cori Loomis, the patient care ombudsman appointed in the Debtor's case, is represented by Christensen Law Group, P.L.L.C. SHIFRIN & ASSOCIATES: Taps Carmody MacDonald as Bankruptcy Counsel ------------------------------------------------------------------ Shifrin & Associates seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to hire Carmody MacDonald P.C. as its bankruptcy counsel. The firm's services include: a. advising the Debtor with respect to its rights, power, and duties in its Chapter 11 case; b. assisting and advising the Debtor in its consultations with any appointed committee related to the administration of its bankruptcy case; c. assisting the Debtor in analyzing the claims of creditors and negotiating with such creditors; d. assisting the Debtor in investigating its assets, liabilities, financial condition and business; e. advising the Debtor in connection with the sale of its assets or business; f. assisting the Debtor in its analysis of and negotiation with any appointed committee or any third-party concerning matters related to, among other things, the terms of a plan of reorganization; g. assisting and advising the Debtor with respect to any communications with the general creditor body regarding significant matters in its case; h. commencing and prosecuting necessary and appropriate actions or proceedings on behalf of the Debtor; i. reviewing, analyzing or preparing legal documents; j. representing the Debtor at all hearings and other proceedings; k. conferring with other professional advisors in providing advice to the Debtor; l. advising the Debtor regarding pending arbitration and litigation matters in which it may be involved, including continued prosecution or defense of actions and negotiations; and m. performing all other necessary legal services. The hourly rates of the firm's counsel and staff are as follows: Partners $305 - $460 Associates $225 - $295 Paralegals/Law clerks $150 - $195 In addition, the firm will seek reimbursement for expenses incurred. As of the petition date, the firm has been paid the sum of $6,330 for pre-bankruptcy services. Robert Eggmann, Esq., a partner at Carmody MacDonald, 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: Robert E. Eggmann, Esq. Thomas H. Riske, Esq. Carmody MacDonald, PC 120 South Central Avenue, Suite 1800 St. Louis, MO 63105 Telephone: (314) 854-8600 Facsimile: (314) 854-8660 Email: ree@carmodymacdonald.com thr@carmodymacdonald.com About Shifrin & Associates Shifrin & Associates sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 23-40921) on March 17, 2023, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Brian C. Walsh oversees the case. Robert E. Eggmann, Esq., at Carmody Macdonald P.C. is the Debtor's legal counsel. SHUTTERFLY LLC: $1.11B Bank Debt Trades at 53% Discount ------------------------------------------------------- Participations in a syndicated loan under which Shutterfly LLC is a borrower were trading in the secondary market around 46.8 cents-on-the-dollar during the week ended Friday, April 7, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.11 billion facility is a Term loan that is scheduled to mature on September 25, 2026. About $1.09 billion of the loan is withdrawn and outstanding. Shutterfly, LLC is an American photography, photography products, and image sharing company, headquartered in Redwood City, California. SIO2 MEDICAL: Has Oaktree-Backed Debt-for-Equity Plan ----------------------------------------------------- SIO2 Medical Products, Inc., et al., submitted a Joint Chapter 11 Plan of Reorganization and a Disclosure Statement. The Debtors commenced Chapter 11 cases with a clear path to emergence and support from 100% of their first lien lenders, Oaktree Capital Management, L.P. and certain affiliates and funds (together, the "Initial Plan Sponsors" or "Oaktree"). The restructuring support agreement enjoys the support of Oaktree and its affiliates as holders of 100% of the Debtors' first lien term loan facility (the "First Lien Term Loan," and such holders, the "Consenting First Lien Term Loan Lenders"). Pursuant to the Restructuring Support Agreement, Oaktree, collectively with its affiliated investment funds and affiliates, will serve as the Initial Plan Sponsors and support the restructuring transactions embodied in the Restructuring Support Agreement and the Plan (the "Restructuring Transactions"). Effectuating such Restructuring Transactions will enable the Debtors to substantially reduce their funded-debt obligations and to emerge from the Chapter 11 Cases on an expedited basis with a right-sized balance sheet and a streamlined business model poised for success in a dynamic environment. The Restructuring Transactions contemplate saving the SiO2 business—including nearly 250 jobs—through these chapter 11 cases. The Restructuring has three main components: First, Oaktree has agreed to provide a $120 million ($60 million new-money) superpriority debtor-in-possession financing facility (the "DIP Facility," and the claims created by the DIP Facility, the "Allowed DIP Claims"), to fund these chapter 11 cases. Second, Oaktree committed to serve as the Initial Plan Sponsors and equitize its Allowed DIP Claims and Allowed First Lien Term Loan Claims into 100% ownership of Reorganized SiO2 through the Plan, subject to the Company meeting certain milestones. Third, Oaktree agreed to subject its recovery under the Plan to an auction process pursuant to courtapproved bidding procedures, whereby any party may submit a bid to acquire 100% of the New Common Stock of Reorganized SiO2 through the Plan. Oaktree has agreed that it will not participate in the auction process. The floor for bids is therefore approximately $349.1 million, which is the anticipated amount of Oaktree's Allowed DIP and First Lien Term Loan Claims, or such lower amount agreed by Oaktree. Nonetheless, Oaktree has indicated that it may consent to a recovery different than what is currently contemplated under the Plan, and the Debtors therefore encourage all interested parties to engage in the process, even if they may have a lower preliminary bid. There is no break-up fee or expense reimbursement contemplated to be paid to Oaktree in its role. The Company's proposed investment banker in these chapter 11 cases, Lazard Frères & Co. LLC ("Lazard"), has already started a robust marketing process for the sale of the Company As further described in the Declaration of Yves Steffen, Chief Executive Officer of SiO2 Medical Products, Inc., in Support of Chapter 11 Filing and First Day Motions (the "First Day Declaration") filed contemporaneous herewith, SiO2 was formed in 2012, when Company founder Robert S. Abrams was approached by the Children's Hospital at Stanford University to utilize cutting edge research to produce a solution to sub-visible particles found in traditional glass syringes and vials. Such particles produced severe adverse reactions in pre-mature babies, and a solution would have the potential to save the lives of 20-25 babies each year at that hospital alone. As a result of SiO2's efforts over the next ten years, the Company now has produced chemically and thermally (up to 121°C) stable materials with leading durability and purity standards, decreasing sub-visible particles to virtually zero. Since its inception, the Company has quickly grown its portfolio of innovative solutions, expanded its highquality range of products, and increased its reach within the pharmaceutical and biotechnological industries. The Company holds 245 patents for innovative solutions across applications including: hybrid materials, barrier coating, molecular biology preservation, and quality control processes. The Company's technologies are utilized in the consumer healthcare, pharma and biotech, and molecular diagnostics industries and allow increased beneficial properties including: increased strength, decreased extractables and particles, and adaptability for extreme temperatures and high pH levels. In its relatively short history, SiO2 has made significant strides in bringing its proprietary pharmaceutical and biotechnological materials to market. But, like many high-growth companies, SiO2 has required significant funding to support operations, which has been exacerbated by additional expenses and strategy shifts after SiO2 entered into large-scale contracts with the U.S. Government to pursue the domestic development and distribution of a vaccine in the wake of the COVID-19 pandemic. The expenses related to these contracts, the rapid shifts in product demands, and the Company's unsustainable capital structure, among other things, resulted severely limited liquidity. The Company's early technological breakthroughs in the pharmaceutical and biotechnological industries led to a massive expansion of its intellectual property portfolio, from one patent in 2012 to nearly 250 today. This development has been capital intensive. Since its founding, the Company has raised and invested more than $800 million to support its business. The Company's funding approach was atypical for high-growth, pre-revenue companies, which generally obtain early stage funding through equity-linked capital raises. Rather, SiO2 has a significant amount of secured and convertible debt with cash interest obligations. Additionally, the Company's various series of preferred equity and related rights mean that stakeholders have potentially competing interests and consent rights with respect to corporate actions and ability to raise additional capital. Despite the significant promise of the Company's technology, the Company's revenue at this stage is insufficient to cover cash-based debt obligations and fund operations. Additionally, the Company has debt payments of approximately $42.1 million upcoming in 2023. In the last 12 months, the Company has had negative cash flow of $83 million. The Company has spent much of the last year trying to solve capital structure issues, which has resulted in a failure to meet obligations to suppliers and customers. With only approximately $4.1 million in cash on hand, including restricted amounts, the Debtors ultimately determined that commencing the Chapter 11 Cases represented the best path forward to implement a restructuring that will maximize the value of the Debtors' assets and realign the Debtors' capital structure to better account for liquidity constraints resulting from their rapid growth. In the weeks leading up to the Petition Date, the Debtors, with the assistance of their proposed investment banker in these chapter 11 cases, Lazard Frères & Co. LLC ("Lazard"), began an extensive marketing process to solicit proposals for plan sponsorship and for going-concern sales of the Debtors' businesses (the "Marketing Process"), from strategic and financial purchasers. Simultaneously, the Debtors worked to build consensus for the Restructuring Transactions contemplated by the Restructuring Support Agreement and the Plan, which are supported by the Initial Plan Sponsors and the Consenting First Lien Term Loan Lenders (collectively, the "Consenting Parties"). The Restructuring Support Agreement contemplates that the Restructuring Transactions will be consummated through the Chapter 11 Cases under the Bankruptcy Code in the Bankruptcy Court (a) on a prearranged basis pursuant to the Plan on the terms and subject to the conditions set forth in the Restructuring Support Agreement and the Restructuring Term Sheet; or (b) if there is a "Toggle Trigger", a sale of substantially all of the Debtors' assets pursuant to section 363 of the Bankruptcy Code, each as more fully described below. The Plan contemplates a sale of 100% of the New Common Stock to the Initial Plan Sponsors, issued as of the Plan Effective Date through an equitization of some or all of the Allowed DIP Claims and Allowed First Lien Term Loan Claims pursuant to the Plan (at the discretion of the Initial Plan Sponsors, with any portion of the Allowed DIP Claims and Allowed First Lien Term Loan Claims not so equitized rolled into the Exit Financing) (the "Equitization Restructuring"). In the event of a Toggle Trigger4 the Initial Plan Sponsors may elect, in consultation with the Debtors, to implement the Restructuring Transactions through a credit bid of some or all of the Allowed DIP Claims and Allowed First Lien Term Loan Claims to purchase all, substantially all, or one or more subsets of the assets of the Debtors through a sale pursuant to section 363 of the Bankruptcy Code on terms and conditions satisfactory to the Initial Plan Sponsors (the "Credit Bid Sale Restructuring"). In the event the Initial Plan Sponsors determine to toggle to a Credit Bid Sale Restructuring, the Initial Plan Sponsors and the Debtors shall determine an amount of cash to remain in the proposed Debtors' estates, (or for the Initial Plan Sponsors to fund to the Debtors' estates), at or prior to closing of the Credit Bid Sale Restructuring for purposes of winding down the Debtors' estates (through a chapter 11 plan or otherwise), which amounts shall include, at a minimum, (1) all accrued and reasonably estimated professional fees (as of the closing of the Credit Bid Sale Restructuring) subject to the Carve-Out (as defined in the DIP Order), which amounts shall be funded into an escrow and held in trust for the benefit of the applicable professionals, and other agreed reasonable and ordinary expenses necessary to effectuate a wind down, , and (2) all accrued and unpaid wages (and related employee claims), taxes, and other ordinary course of business costs and expenses incurred by the Debtors prior to the closing of Credit Bid Sale Restructuring in the chapter 11 cases that are not otherwise assumed as part of the Credit Bid Sale Restructuring. Any such remaining funds not used by the Debtors after satisfaction of all costs contemplated to be paid in the previous sentence shall be returned to the Initial Plan Sponsors as soon as reasonably practicable after the effective date of the wind-down. Through the Chapter 11 Cases, the Debtors will, among other things: (a) undertake a robust market check for the potential sale of all of the New Common Stock through the Marketing Process, (b) obtain a new-money commitments (the "DIP New Money Loans"), in addition to the roll-up of $60 million of the First Lien Term Loan (from a tranche of the First Lien Term Loan to be determined by the Required DIP Lenders) (the "DIP Roll-Up Loans") to fund working-capital needs under the debtor-in-possession financing facility (the "DIP Facility," and claims arising under, derived from, or based upon the DIP Credit Agreement Documents, the DIP Facility, and the DIP Orders, the "DIP Claims") funded by the Initial Plan Sponsors (in their capacities as lenders under the DIP Facility, the "DIP Lenders"); (c) except to the extent that a Holder of an Allowed DIP Claim agrees to less favorable treatment, on the Effective Date, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for all Allowed DIP Claims, provide each Holder of an Allowed DIP Claim (which shall include fees and interest) with: (i) where an Initial Plan Sponsor is the Plan Sponsor, at the election of the Initial Plan Sponsors, its Pro Rata share of New Common Stock and/or its Pro Rata share of the Exit Financing, or such other treatment agreed by the Debtors and the DIP Lenders; or (ii) where any other party is the Plan Sponsor, payment in full, in Cash, on the Effective Date or such other terms agreed by the DIP Lenders in their sole discretion. Based on the milestones contained in the DIP Credit Agreement, the Debtors intend to move expeditiously through chapter 11 with a target emergence by the end of June. The primary objective of the Plan is to maximize the value of recoveries to all Holders of Allowed Claims and Allowed Interests and generally to distribute all property of the Estates that is or becomes available for distribution according to the priorities established by the Bankruptcy Code and applicable law. The Debtors believe that this objective is best served by means of the Marketing Process, which provides for substantial baseline value in the form of the Equitization Restructuring, and may result in Additional Value through offers from third-party purchasers. In late 2022, the Company retained Lazard to assist with capital raise and marketing process. Lazard worked closely with the Capital Raise Committee to procure an out-of-court solution. Since turning to a chapter 11 process, the Capital Raise Committee asked Lazard to expand its efforts toward a more wide-spread marketing process. Lazard, with the assistance of the Capital Raise Committee, developed a Confidential Information Memorandum and began contacting "tier 1" potential buyers prior to the chapter 11 cases. Now that the Company's chapter 11 process is public and the Company is seeking approval of bidding procedures to conduct a marketing process, Lazard intends to expand its marketing efforts to a fulsome list of potential buyers and will speak to any party interested in purchasing the Company, within the confines of the bidding procedures. The marketing process proposed in these chapter 11 cases will ensure that the Debtors maximize the value of their estates. Under the Plan, holders of Class 5 General Unsecured Claims will receive its Pro Rata share of Additional Value (if any), after all Claims in Classes 1, 2, 3, and 4 have been paid in full or otherwise satisfied; provided, however, that in no event shall any Holder of a General Unsecured Claim receive, on account of such Claim, a recovery greater than 100% of the Allowed amount of such Claim. Class 5 is impaired. The Plan and distributions thereunder will be funded by or consist of the following sources of consideration: (i) Cash on hand, (ii) the Exit Financing, as applicable, and (iii) any Additional Value, as applicable, to fund distributions to certain Holders of Allowed Claims and Interests, consistent with the terms of the Plan. The voting deadline is June 8, 2023, at 4:00 p.m., prevailing Eastern Time. Proposed co-counsel to the Debtors: Seth Van Aalten, Esq. Justin R. Alberto, Esq. Patrick J. Reilley, Esq. Stacy L. Newman, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Telephone: (302) 652-3131 Facsimile: (302) 652-3117 E-mail: jalberto@coleschotz.com preilley@coleschotz.com snewman@coleschotz.com svanaalten@coleschotz.com Brian Schartz, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 E-mail: bschartz@kirkland.com - and - Joshua M. Altman, Esq. Dan Latona, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 E-mail: josh.altman@kirkland.com dan.latona@kirkland.com A copy of the Disclosure Statement dated March 29, 2023, is available at https://bit.ly/3JW8qo6 from PacerMonitor.com. About SiO2 Medical Products SiO2 Medical Products, Inc., is a material life sciences company that is at the precipice of mass-commercialization of its breakthrough materials science technology that is poised to revolutionize the pharmaceutical industry. Major pharmaceutical players are testing the Company's vials, syringes, tubes, and other offerings, and the Company anticipates large-scale adoption in the relative near term. SiO2 Medical and its debtor-affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10366) on March 29, 2023. In the petition signed by Yves Steffen, as chief executive officer, the Debtor disclosed up to $500 million in assets and up to $1 billion in liabilities. Judge John T. Dorsey oversees the case. The Debtors tapped Cole Schotz P.C. as local bankruptcy counsel, Kirkland Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Alvarez & Marshal North America, LLC as financial and restructuring advisor, Lazard as investment banker, and Donlin, Recano and Co., Inc. as claims, noticing, solicitation and administrative agent. SIO2 MEDICAL: Sets Bidding Procedures for All New Common Stock -------------------------------------------------------------- SIO2 Medical Products, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for approval of bidding procedures in connection with the auction sale of some or all of New Common Stock. The Debtors commenced these chapter 11 cases with a single objective: reorganizing its business as quickly as possible in a manner that maximizes value for all of its stakeholders. To that end, the Debtors entered into the Restructuring Support Agreement and negotiated the Plan, contemplating that the Initial Plan Sponsors -- affiliates of Oaktree Capital Management, L.P. -- would equitize some or all of the Allowed First Lien Term Loan Claims and Allowed DIP Claims of the DIP Lenders in exchange for 100% of the equity of the reorganized Debtors ("New Common Stock," and such transaction, "Equitization Restructuring") through the Plan. The Equitization Restructuring serves as a baseline restructuring proposal. The Plan contemplates, however, that the Debtors will continue their prepetition marketing and bidding process pursuant to the procedures. These Bidding Procedures authorize the Debtors to consummate an alternative sale Transaction in the event that they receive an offer that represents a higher or otherwise better bid compared to the value provided by the Equitization Restructuring. The Debtors have already started the marketing process to create as competitive an auction as possible. In the months leading up to the Petition Date, the Debtors with the assistance of their investment banker, Lazard Frères & Co. LLC pursued all incremental financing options to address their acute liquidity issues and extend their runway. Having received no actionable proposals, in early 2023, the Debtors expanded their efforts and initiated a marketing process to find potential strategic or financial purchasers of the Debtors’ businesses as a going concern. The Debtors, with the assistance of Lazard, have invested substantial time and effort in the Marketing Process. The Debtors intend to continue market testing the Equitization Restructuring to maximize value for all stakeholders. To the extent that the Marketing Process results in viable competing bids, the Debtors will hold an auction pursuant to the Bidding Procedures to maximize the value of their estates. Should the Debtors ultimately select a bid as the winning bid, the Winning Bidder will become the Plan Sponsor. Any value in the Winning Bid above the value provided through the Equitization Restructuring ("Additional Value") will be distributed as set forth in the Plan. In the event that such a bid does not materialize, the Debtors will consummate the Equitization Restructuring subject to the terms of the RSA. Completing the Marketing Process on a postpetition basis will ensure the Debtors' ability to fulfill their fiduciary duties, as it will serve as a market check on the value of the proposed recoveries to holders of Claims and Interests under the Equitization Restructuring. The salient terms of the Bidding Procedures are: a. Bid Deadline: May 29, 2023, at 4:00 p.m. (ET) b. Initial Bid: An incremental value in Cash consideration of at least $1 million or such other amount as determined by the Debtors in consultation with the Consultation Parties to ensure the Plan Sponsor fulfills all obligations under the Plan c. Deposit: 10% of the aggregate Purchase Price d. Auction: The Auction will occur, if necessary, on June 5, 2023, at (TBD) (ET), via remote video or in-person at the Debtors' election. e. Bid Increments: $1 million f. Credit Bid: A Secured Creditor will have the right to credit bid all or a portion of the value of such Secured Creditor's claims. The Debtors seek entry of an order (a) authorizing and approving the Bidding Procedures, by which they will solicit and select the highest or otherwise best offer(s) for the New Common Stock, at the Auction, if needed, (b) scheduling certain dates with respect thereto, (c) approving the form and manner of notice thereof, and (d) granting related relief. To implement the foregoing successfully, the Debtors seek a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). A copy of the Bidding Procedures is available at https://tinyurl.com/mr35yezs from PacerMonitor.com free of charge. About SiO2 Medical Products, Inc. SiO2 Medical Products, Inc. is a material life sciences company that is at the precipice of mass-commercialization of its breakthrough materials science technology that is poised to revolutionize the pharmaceutical industry. Major pharmaceutical players are testing the Company's vials, syringes, tubes, and other offerings, and the Company anticipates large-scale adoption in the relative near term. The Debtor and its debtor-affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10366) on March 29, 2023. In the petition signed by Yves Steffen, as chief executive officer, the Debtor disclosed up to $500 million in assets and up to $1 billion in liabilities. Judge John T. Dorsey oversees the case. The Debtors tapped Cole Schotz P.C. as local bankruptcy counsel, Kirkland Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Alvarez & Marshal North America, LLC as financial and restructuring advisor, Lazard as investment banke, and Donlin, Recano and Co., Inc. as claims, noticing, solicitation and administrative agent. SKINNY & CO: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Skinny & Co., Inc. PO 68445 Indianapolis IN 46268 Business Description: Skinny & Co. is a skincare company offering chemical-free products for skin, hair, and body. Chapter 11 Petition Date: April 7, 2023 Court: United States Bankruptcy Court Southern District of Indiana Case No.: 23-01410 Judge: Hon. Jeffrey J Graham Debtor's Counsel: Wendy Brewer, Esq. FULTZ MADDOX DICKENS, PLC 333 N. Alabama Street 350 Indianapolis IN 46204 Tel: 317-567-9048 Email: wbrewer@fmdlegal.com Total Assets: $390,275 Total Liabilities: $2,954,157 The petition was signed by Luke Geddie 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/7LVQ62A/Skinny__Co_Inc__insbke-23-01410__0001.0.pdf?mcid=tGE4TAMA SPARKLES BEAUTY: Unsecureds Will Get 3.86% of Claims in Plan ------------------------------------------------------------ Sparkles Beauty Bar LLC submitted an Amended Disclosure Statement for Small Business dated April 4, 2023. General unsecured creditors are classified in Class 7, and will receive a distribution of 3.86% of their allowed claims, to be distributed pro-rata. The Plan Proponent's financial projections show that the Debtor will have an aggregate annual average cash flow, after paying operating expenses and post-confirmation taxes, of $53,642. The final Plan payment is expected to be paid on June 1, 2033. The Plan Proponent believes that the Debtor will have enough cash on hand on the effective date of the Plan to pay all the claims and expenses that are entitled to be paid on that date. Class 7 consists of General Unsecured Claims estimated in the amount of $129,690.75. This Class shall be paid on a pro rata basis a total of $5,000 which shall be paid from the Equity Interest of Stacey Bledsoe. This Class will receive a distribution of 3.86% of their allowed claims. Equity security holder(s) shall not receive any distributions under the plan, shall retain their interest in the Debtor, and shall pay "new value" to the Debtor in the amount of $5,000. All payments shall be funded by income or profit from the debtor, and each disbursement shall be disbursed by the debtor directly to the creditor. A full-text copy of the Amended Disclosure Statement dated April 4, 2023 is available at https://bit.ly/3KhAJ0A from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Seth D. Ballstaedt, Esq. Ballstaedt Law Firm dba Ball Bankruptcy 8751 W. Charleston Blvd., Suite 220 Las Vegas, NV 89117 Telephone: (702) 715-0000 Facsimile: (702) 666-8215 Email: help@bkvegas.com About Sparkles Beauty Bar LLC Sparkles Beauty Bar LLC is a Limited Liability Company. Since 2021, the Debtor has been in the business of offering salon services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bakr. D. Nev. Case No. 22-13453) on September 26, 2022. In the petition signed by Stacey Bledsoe, managing member, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge August B. Landis oversees the case. Seth D. Ballstaedt, Esq., at Fair Fee Legal Services, is the Debtor's legal counsel. SPEEDBOAT JV: Seeks to Hire The Fuller Law Firm as Counsel ---------------------------------------------------------- Speedboat JV Partners LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ The Fuller Law Firm, PC as its legal counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties; (b) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the case; (c) take all necessary action to protect and preserve the Debtor's estate; (d) prepare on behalf of the Debtor all legal papers; (e) negotiate and prepare on the Debtor's behalf a plan for reorganization, disclosure statement, and all related agreements and/or documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan.; (f) advise the Debtor in connection with the possible sale or any possible re-finance of its assets; (g) appear before the court and the U.S. Trustee and protect the interest of the Debtor's estate before such courts and the U.S. Trustee; and (h) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Lars T. Fuller, Attorney $505 Joyce Lau, Attorney $395 Rodrigo Franco, Certified Paralegal $125 In addition, the firm will seek reimbursement for expenses incurred. Lars Fuller, Esq., an attorney at The Fuller Law Firm, 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: Lars T. Fuller, Esq. The Fuller Law Firm, PC 60 No. Keeble Ave. San Jose, CA 95126 Telephone: (408) 295-5595 Facsimile: (408) 295-9852 About Speedboat JV Partners Speedboat JV Partners LLC is a limited liability company in California. Speedboat JV Partners LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-30111) on Feb. 28, 2023. In the petition filed by Marc Shishido, managing member, the Debtor reported total assets of $21,500,000 and total liabilities of $13,560,585. Judge Dennis Montali oversees the case. The Fuller Law Firm, PC serves as the Debtor's counsel. STEAK AND STONE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Steak and Stone, LLC 2613 N. Thunderbird Cir Mesa, AZ 85215 Business Description: The Debtor owns and operates a steakhouse serving prime meats plus barbecue in country-inspired digs with Falcon Field views. Chapter 11 Petition Date: April 7, 2023 Court: United States Bankruptcy Court District of Arizona Case No.: 23-02243 Debtor's Counsel: Jim Gaudiosi, Esq. JIM GAUDIOSI, ATTORNEY AT LAW PLLC 17505 N. 79th Ave Suite 207 Glendale, AZ 85308 Tel: (623) 777-4760 Email: jim@gaudiosilaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by David Storrs as owner. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YVOFS5Y/Steak_and_Stone_LLC__azbke-23-02243__0001.0.pdf?mcid=tGE4TAMA SURRENDER SOLUTIONS: Taps Michael Jay Berger as Legal Counsel ------------------------------------------------------------- Surrender Solutions, Inc. seek approval from the U.S. Bankruptcy Court for the Central District of California to hire the Law Offices of Michael Jay Berger as its bankruptcy counsel. The firm's services include: a. communicating with creditors of the Debtor; b. reviewing the Debtor's Chapter 11 bankruptcy petition and all supporting schedules; c. advising the Debtor of its legal rights and obligations in its Chapter 11 proceedings; d. working to bring the Debtor into full compliance with the reporting requirements of the Office of the U.S. Trustee; e. preparing status reports as required by the court; and f. responding to any motions filed in the Debtor's bankruptcy proceeding. 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 will be paid a retainer in the amount of $19,000, plus $1,738 for the filing fee. 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 Surrender Solutions Surrender Solutions, Inc. sells a variety of wellness products on Amazon. The company buys its products from an affiliated entity, Vici Wellness, Inc., which also filed a Chapter 11 bankruptcy as a Subchapter V debtor on March 24, 2023. Surrender Solutions filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10611) on March 24, 2023, with up to $50,000 in assets and up to $1 million in liabilities. Mark M. Sharf has been appointed as Subchapter V trustee. Judge Theodor Albert oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger represents the Debtor as legal counsel. T-ROLL CONSTRUCTION: Taps Berken Cloyes PC as Bankruptcy Counsel ---------------------------------------------------------------- T-Roll Construction, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Berken Cloyes PC as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties; (b) advise the Debtor with respect to its responsibilities to comply with the U.S. Trustee's Operating Guidelines and Reporting Requirements as well as the rules of the court; (c) prepare motions, pleadings, orders, applications, complaints, and other legal documents necessary in the administration of the case; (d) protect the interests of the Debtor in all matters pending before the court; and (e) represent the Debtor in negotiation with its creditors to prepare a plan of reorganization or other exit plan. The hourly rates of the firm's counsel and staff are as follows: Stephen Berken $350 Sean Cloyes $350 Associate Attorneys $300 Paralegals $125 In addition, the firm will seek reimbursement for expenses incurred. Pre-petition, the firm received $7,700 from the Debtor. Stephen Berken, Esq., an attorney at Berken Cloyes, 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: Stephen E. Berken, Esq. Sean Cloyes, Esq. Berken Cloyes PC 1159 Delaware Street Denver, CO 80202 Telephone: (303) 623-4359 Email: stephenberkenlaw@gmail.com sean@berkencloyes.com About T-Roll Construction T-Roll Construction, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-11154) on March 24, 2023. In the petition signed by Seth Cvancara, owner and chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Stephen Berken, Esq., at Berken Cloyes, PC, represents the Debtor as legal counsel. TAG MOBILE: Trustee's Sale of All Assets to H. Do for $2.7MM OK'd ----------------------------------------------------------------- Judge Stacey G. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized Robert Yaquinto Jr., the Chapter 11 trustee for TAG Mobile, LLC, to sell substantially all assets to Henry Do or his designee for $2.7 million. The Sale Hearing was held on March 28, 2023, at 9:30 a.m. The Second Amended Membership Interest Purchase Agreement ("MIPA") and the Second Amended Assets Purchase Agreement ("APA") is approved. The Trustee is authorized to close this sale as follows: a. On the fifteenth day after the Court enters the Sale Order, or sooner as the parties may agree ("First Closing"): i. The Buyer will pay to the Trustee $2.7 million, which payment will be final and nonrefundable. ii. The Trustee will transfer all Regulated Assets to the Existing Subsidiary, except for the Texas ETC designation and the California ETC designation and the California Lifeline customers. iii. The Trustee will transfer the Texas ETC designation to the Texas Subsidiary. iv. The Trustee will transfer 100% of the Membership Interests in the Existing Subsidiary and the Texas Subsidiary to the Buyer. v. The Debtor will retain the California ETC designation and the California customers subject to the next steps in the closing structure. b. In the six months following the First Closing, the Buyer and the Trustee will continue their efforts to obtain CPUC approval for the transfer of the California ETC designation. If the parties obtain CPUC approval before the six months expires: i. The Trustee will transfer the California ETC designation and California customers to the Existing Subsidiary. ii. The Trustee will transfer the Unregulated Assets to the Buyer. iii. The transaction will be complete. This is referred to as the "California Closing." c. If the Buyer has not received CPUC approval within six months of the First Closing: i. The Trustee will transfer the Debtor’s California customers (but not its California ETC designation) to an entity that already has a California ETC designation, which may be a business related to the Buyer. ii. The parties will terminate their request for CPUC approval. iii. The transaction will be complete. This is referred to as the "Final Closing." D. The Trustee will file a notice of the closings described on the docket in the bankruptcy case. The transfer of the Regulated Assets from the Debtor to the Existing TAG Subsidiary and the Texas TAG Subsidiary free and clear of all Claims is approved and authorized. The sale of the Membership Interests and the Unregulated Assets to the Buyer free and clear of all Claims for the purchase price of $2.7 million is approved and authorized. Any Claims against the Regulated Assets, Membership Interests, or the Unregulated Assets will attach to the proceeds of the sale. The Final Sale Order is effective immediately and is not stayed for 14 days under Bankruptcy Rule 6004(h). About TAG Mobile Founded in 2010, Tag Mobile, LLC's line of business includes providing two-way radiotelephone communication services such as cellular telephone services. On Feb. 2, 2018, the U.S. Bankruptcy Court for the Northern District of Texas issued an order converting Tag Mobile's case from Chapter 7 to Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-33791). Judge Stacey G. Jernigan oversees the case. The Debtor hired Eric A. Liepins, P.C., as its bankruptcy counsel, and The Gibson Law Group as its special counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on April 11, 2018. The creditors committee tapped Nicoud Law as its legal counsel. Robert Yaquinto Jr. was appointed as the Debtor's Chapter 11 trustee. The trustee tapped Forshey & Prostok LLP as his legal counsel. TALEN ENERGY: $1.55 Billion Equity Offer Approved by Regulators --------------------------------------------------------------- James Nani of Bloomberg Law reports that power generation company Talen Energy Supply LLC says it's received sign-off from federal energy regulators to begin offering up to $1.55 billion in equity rights. The Talen Energy Corp. unit received approvals from the US Federal Energy Regulatory Commission and the US Nuclear Regulatory Commission as part of its restructuring plan, the company told the Bankruptcy Court for the Southern District of Texas in a Monday filing. The Woodlands, Texas-based company received approval in December 2022 for a Chapter 11 reorganization plan that converts $1.4 billion of its unsecured debt to equity for noteholders. About Talen Energy Corp. Allentown, Pennsylvania-based Talen Energy Corp. is an independent power producer founded in 2015. Riverstone Holdings LLC completed its acquisition of the remaining 65% stake of Talen Energy in 2016 for $5.2 billion. Talen Energy Corporation, through subsidiary Talen Energy Supply LLC, is one of the largest competitive power generation and infrastructure companies in North America. Through subsidiary Cumulus Growth, TEC is developing a large-scale portfolio of renewable energy, battery storage, and digital infrastructure assets across its expansive footprint. On the Web: https://www.talenenergy.com/ TES owns and/or controls approximately 13,000 Megawatts of generating capacity in wholesale U.S. power markets, principally in the Mid-Atlantic, Texas and Montana. Woodlands, Texas-based TES runs 18 power generation facilities, at eight of which rely on natural gas to make electricity. Talen Energy Supply, LLC, and 71 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90054) on May 9, 2022. The Hon. Marvin Isgur is the case judge. Talen Energy Corporation (TEC), its Cumulus Growth subsidiary, and TES' LMBE subsidiaries are excluded from the in-court process. TES has retained Weil Gotshal & Manges LLP as its legal advisor, Evercore as its investment banker and Alvarez & Marsal as its financial advisor for its restructuring. Kroll is the claims agent. TEC is represented by PJT Partners as financial advisors and Vinson & Elkins as legal counsel. Cumulus Growth is represented by Ardea Partners and DH Capital as its investment bankers, and Gibson Dunn as legal counsel. The Consenting Noteholders are represented by Kirkland & Ellis LLP and Rothschild & Co US Inc. TARGET HOSPITALITY: S&P Upgrades ICR to 'B+', Outlook Positive -------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on specialty rental and hospitality provider Target Hospitality Corp. to 'B+' from 'B'. S&P also raised its issue-level rating on its senior secured notes to 'BB-' from 'B', reflecting the higher issuer credit rating and an upward revision in its recovery rating to '2' from '3'. S&P said, "The positive outlook reflects the potential that we could raise our rating on Target if the company sustains its business momentum and increases its revenue visibility in fiscal year 2024 and beyond while maintaining leverage below 3x. "We expect better earnings stability given its reduced exposure to the oil and gas segment. Target has reduced its exposure to the volatile upstream oil and gas industry from 78% in 2018 to 28% in 2022. In the past, we expected the company's revenues to be highly correlated to oil prices and activity in the Permian Basin. The recent revenue diversification toward the government segment will reduce the cyclicality of the business – a key benefit over the intermediate term, given the macroeconomic uncertainty. While S&P Global economists expect lower economic growth (0.7% GDP growth in 2023 and 1.2% in 2024), we expect Target to continue to accelerate its free-cash flow generation. As such, we no longer view its cyclicality unfavorably than other business service peers with comparable business risk profiles." S&P expects stable earnings in its forecast period from its government contract despite its expiration within this year. Target's expanded Humanitarian contract that was renewed in June 2022 for an additional 12 months (through May 2023) will likely be extended by six months (to November 2023) as the government exercises its option for a short-term extension. Despite the near-term expiration, the government recently issued an indefinite delivery, indefinite quantity (IDIQ) contract with Target's nonprofit partner pertaining to the Humanitarian contract. The IDIQ creates the funding mechanism and is the near-final step in the government's contract award process. The contract consists of a potential five-year term and an additional five-year extension. The sizable $143 million capital outlay by the government to cover capital improvements and other one-time costs supports the likelihood the contract will be extended longer term. Target has upside potential from higher immigration volumes and a pipeline of potential contracts with other government agencies. The government's recent announcement that its secondary Influx Care Facility (ICF) that is currently in use on the Fort Bliss Army Base is scheduled to be demobilized by June 29, 2023, which leaves only one operational ICF facility (currently managed by Target under its Humanitarian contract) in the government's portfolio. A third ICF based in North Carolina, the Greensboro Piedmont Academy ICF has never been in use. Furthermore, Title 42 (a pandemic-era limit on migration at the U.S.-Mexico border to contain the spread of coronavirus) is expected to end on May 11, 2023,the third declared end date. Should Title 42 indeed end (it has been the subject of debate between Republicans and Democrats), this will likely result in higher migrant volumes. Since March 2020, the Title 42 order has expelled over 2.5 million migrants from the U.S.-Mexico border. The repeal of Title 42 will likely increase demand from the U.S. Immigrations and Customs Enforcement agency (ICE)-a key indirect customer for Target, which may lead to higher utilization at its facilities. In addition, the company has a strong pipeline of additional opportunities across government agencies. Its recent strategic hires of government affairs professionals with experience in Washington, D.C. partnering with the U.S. Departments of Defense, Energy, and Homeland Security further indicates its commitment to grow the segment. The partial redemption of Target's senior notes further reduces financial risk. Target's announcement to redeem $125 million of its 9.5% senior secured notes due March 2024 further reduces its leverage (0.9x as of Dec. 31, 2022, pro forma for the partial notes redemption) and associated interest burden. Although the remaining $210 million notes mature on March 15, 2024, less than 12 months from now, S&P expects Target to have sufficient liquidity to repay the notes at maturity and meet its other obligations. Target has stated a goal of being net-debt free (reported debt less outstanding cash on the balance sheet) by year end 2023. However, its base-case scenario anticipates Target will refinance the remaining outstanding notes and allocate its capital to strategic growth opportunities. This results in its expectation for S&P Global Ratings-adjusted debt to EBITDA to be in the (1x area) in 2023 and 2024. Should its pipeline of opportunities materialize beyond its current available capital, S&P expects Target could access the capital markets to further grow its business. Despite the low leverage, Target's financial sponsor ownership poses a risk. TDR Capital's ownership of Target remains high at 65% as of Dec. 31, 2022. S&P said, "We believe the sponsors, which acquired Target in March 2019, have the typical four- to seven-year holding period before exiting the investment and may seek to monetize their investment through shareholder-friendly actions. We do not incorporate this in our base case scenario given the uncertainty of size and timing. In the interim, we expect Target to temporarily operate with lower leverage until it has more certainty on which projects in its pipeline will be converted and the amount of capital required." The positive outlook reflects the potential that S&P could raise its rating on Target if the company sustains its business momentum and increases its revenue visibility in fiscal year 2024 and beyond while maintaining leverage below 3x. S&P said, "We could revise the outlook to stable if we expect operating trends to reverse. This could be the result of lower utilization in any of Target's segments and/or failure to extend any of its key customer contracts, which would limit revenue visibility and result in leverage exceeding 3x. "We could raise our rating on Target if it demonstrates strong operating performance while diversifying and broadening its business. In this scenario, Target would also have to sustain leverage below 3x." S&P believes this would most likely result from the company: -- Executing well on the Humanitarian contract such that it is more likely to be continually renewed; or -- Successfully diversifying the business with contracts in additional end markets outside of the energy and government sectors. 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. TAVERN ON LAGRANGE: Taps Benjamin Legal Services as Counsel ----------------------------------------------------------- Tavern on LaGrange Corp received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Benjamin Legal Services PLC as its bankruptcy counsel. The firm will render these services: (a) assist and advise the Debtor with respect to its legal status, powers, duties, rights and obligations in the continued management and operation of its business and of its property and affairs relative to the powers of the Sub V trustee and to the administration of this proceeding; (b) represent the Debtor before bankruptcy court and advise on all pending litigations, hearings, motions, and of the decisions of the bankruptcy court; (c) review and analyze all applications, orders, and motions filed with the bankruptcy court by third parties in this proceeding and advise the Debtor thereon; (d) attend all meetings conducted pursuant to section 341(a) of the bankruptcy code and represent the Debtor at all examinations and Debtor interviews; (e) communicate and negotiate with representatives of creditors and other parties in interest; (f) prepare all necessary legal papers and documents; (g) defend the estate against actions that may be instituted in these proceedings, and litigate matters relating to said proceedings in accordance with the attorney client retainer agreement executed between the parties; (h) examine and take all actions necessary to protect and preserve the estate; (i) examine and resolve claims filed against the estate and to advise and consult with the Debtor regarding claims that may be inappropriately or in error filed and to prepare and litigate objections thereto when appropriate; (j) confer with all other professionals; (k) assist the Debtor in its negotiations with creditors or third parties concerning the terms of any proposed plan of reorganization; (l) assist the Debtor in the formulation, preparation, implementation, and consummation of a plan of reorganization and disclosure statement, if necessary or appropriate, and all related agreements and documents, and to take any actions necessary to achieve confirmation of such plan and disclosure statement; (m) perform all other legal services required of the Debtor, and provide such legal advice to the Debtor as is necessary and in connection with this Chapter 11 Case; and (n) advise the Debtor in connection with any potential sale of assets or representation of the Debtor in connection with obtaining post-petition financing if required or needed. The hourly rates of the firm's counsel and staff are as follows: J. Kevin Benjamin $450 Theresa Benjamin $395 Paraprofessional $125 J. Kevin Benjamin, Esq., an attorney at Benjamin Legal Services, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: J. Kevin Benjamin, Esq. Benjamin Legal Services 1016 West Jackson Blvd. Chicago, IL 60607 Telephone: (312) 853-3100 Email: attorneys@benjaminlaw.com About Tavern on LaGrange Corp. Tavern on LaGrange Corp. is a privately held company that operates an upscale bistro at 5403 South La Grange Road, Countryside, IL 60525. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-01687) on Feb. 8, 2023. In the petition signed by Estevein G. Perkins, manager and designated corporate representative, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Benjamin A. Goldgar oversees the case. J. Kevin Benjamin, Esq., at Benjamin Legal Services is the Debtor's counsel. TEXAS MADE SPORTS: Unsecureds Owed $1.7M Out of Money in Plan ------------------------------------------------------------- Texas Made Sports Development, Inc., d/b/a Chaparral Ice, filed a Plan and a Disclosure Statement under 11 U.S.C. Sec. 1125. The Plan is low risk to the creditors, as the creditors begin to be paid immediately under the Plan and will be paid over 36 months out of Debtor operations. The Debtor's operations have improved while it has been in bankruptcy and the Debtor has compiled a sufficient amount of cash on hand for funding the Plan in addition to net income from Debtor's operations. After filing for bankruptcy protection, Debtor continued its Northcross Facility operations, streamlining since the lease termination by iSports of the Crossover Facility, and simultaneously pursuing the adversary with iSports for the return of the personal property of the Debtor's located at the Crossover Facility location. iSports removed a previous state court suit iSports had filed against it, which culminated to disagreement over the ownership of certain assets located at the Crossover Facility. The Debtor, iSports, and Washington Federal Bank were the parties to the "iSports Adversary" and the iSports Adversary was ultimately settled by the Court's approval and entry of the Debtor's 9019 Motion and Sale Motion. The settlement resulted in, among other things, the agreed dismissal of the iSports Adversary, the Debtor's sale of some of its assets to iSports, and Washington Federal's note and related liabilities being purchased by CD5M, LLC, whose claim is defined and treated below. Under the Plan, Class 4 Vendor Unsecured Claims total $2,023 and will recover 90% of claims. Within 30 days after the Effective Date, the Debtor shall pay the following vendors, as a convenience class, 90% of their Allowed Claims. Funds for payment of Class 4 shall come from existing Debtor funds on hand and Debtor's operations. Class 4 is impaired. Class 5 General Unsecured Claims total $1,723,134 and will recover %0 of claims. Class 5 is impaired. The Class 6 Unsecured Claim of Tamir Nitzan totals $7,230,443 and will recover %0 of claims. Class 6 is impaired. Attorneys for the Debtor: Jamie Kirk, Esq. HAYWARD, PLLC 10501 N. Central Expy. Ste. 106 Dallas, TX 75231 Tel: (972) 755-7101 E-mail: JKirk@HaywardFirm.com A copy of the Disclosure Statement dated March 29, 2023, is available at https://bit.ly/40PHxJs from PacerMonitor.com. About Texas Made Sports Development Texas Made Sports Development, Inc. owns and operates an ice facility in Austin, Texas, for figure skaters, hockey fans, and kids' camps. It conducts business under the name Chaparral Ice. Texas Made Sports Development filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 22-10172) on March 18, 2022, with up to $50 million in assets and up to $10 million in liabilities. Ryan Raya, president of Texas Made Sports Development, signed the petition. Judge H. Christopher Mott oversees the case. The Debtor tapped Hayward, PLLC as legal counsel; Pittenger CPA, PC as bookkeeper and accountant; and Venice Gamble, an investment banker, as consultant. TEXSTAR COUNTRY: Claims Paid From Business Operations ----------------------------------------------------- Texstar Country Store, LLC, submitted a First Amended Plan of Reorganization. The Plan provides for a reorganization and restructuring of the Debtor's financial obligations. The Plan provides for a distribution to Creditors in accordance with the terms of the Plan from the Debtor over the course of 5 years from the Debtor's continued business operations. Class 3A Non-priority unsecured claims are estimated to total less than $27,000 based upon Debtor's review of the Court's claim register, Debtor's bankruptcy schedules, adjustments stemming from this Court's Order re: Critical Vendors, and anticipated Claim objections. Class 3A consists of Allowed Claims against Debtor, (including Claims arising from the rejection of executory contracts and/or unexpired leases) other than: (i) Administrative Claims; (ii) Priority Tax Claims; or (iii) Claims included within any other Class designated in this Plan. Class 3A shall be deemed to include those Creditor(s) holding an alleged Secured Claim against Debtor, for which: (y) no collateral exists to secure the alleged Secured Claim; and/or (z) liens, security interests, or other encumbrances that are senior in priority to the alleged Secured Claim exceed the fair market value of the collateral securing such alleged Secured Claims as of the Petition Date. Each holder of an Allowed Unsecured Claim in Class 3A shall be paid by Reorganized Debtor from an Unsecured Creditor Pool, which pool shall be funded from the following two sources: 1. Payment from Operations. The Reorganized Debtor shall fund the Unsecured Creditor Pool at the rate of $350 per month from business operations. Payments from the unsecured creditor pool shall be paid quarterly, for a period not to exceed 42 months (14 quarterly payments) and the first quarterly payment will be due on the 20th day of the 19th full calendar month following the last day of the first quarter. 2. Payment from Insurance Proceeds. The Reorganized Debtor shall fund the Unsecured Creditor Pool at the rate of $400 per month from the settlement proceeds (discussed supra) until either: (1) all remaining holders of Allowed Class 3A Claims are paid in full, or (2) the sum of $22,500 is paid into the Unsecured Creditor Pool, whichever occurs first. Class 3A is impaired. Class 3B Non-priority unsecured Claim consists of the Allowed Unsecured Claim of Maverick's Country Kitchen, LLC ("MCK") respecting the loan arising from asset purchase agreement entered into by and between Maverick's Country Kitchen, LLC, and the Debtor and Debtor's principal, Jan Dombach, which obligation is personally guaranteed by Mr. Dombach. Jan Dombach, in lieu of the Reorganized Debtor, shall make all required payments due to the holder of the Allowed Class 3B Claim. Neither the Plan nor the Confirmation Order shall modify the terms of the Debtor's obligation to Maverick's Country Kitchen, LLC. The unpaid balance of such Claim shall be as reflected on the books and records of MKC as of the Effective Date. The Debtor estimates the amount of the Allowed Class 3B Claim is $80,900.00 based upon the Debtor's records as reflected in its bankruptcy schedules. Until further notice, all payments due the holder of an Allowed Class 3B Claim shall be sent to the following address: Maverick's Country Kitchen, LLC, c/o Wayne Smith, 609 Anderson County Road 2916, Palestine, TX 75803. Class 3B is unimpaired. Attorneys for the Debtor: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DEMARCO•MITCHELL, PLLC 1255 W. 15th Street, 805 Plano, TX 75075 Tel: (972) 578-1400 Fax: (972) 346-6791 E-mail: robert@demarcomitchell.com mike@demarcomitchell.com A copy of the First Amended Plan of Reorganization dated March 29, 2023, is available at https://bit.ly/3K4IZko from PacerMonitor.com. About Texstar Country Store Texstar Country Store, LLC operates a country store in Palestine, Texas, offering a full restaurant menu, convenience items, groceries, and fuel. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 22-32114) on Nov. 8, 2022. In the petition signed by its managing member, Jan Dombach, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Michelle V. Larson oversees the case. DeMarco Mitchell, PLLC and Chad T. Wilson Law Firm, PLLC serve as the Debtor's bankruptcy counsel and special litigation counsel, respectively. TIMBER PHARMACEUTICALS: Incurs $19.4 Million Net Loss in 2022 ------------------------------------------------------------- Timber Pharmaceuticals, Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss and comprehensive loss of $19.38 million on $83,177 of total revenue for the year ended Dec. 31, 2022, compared to a net loss and comprehensive loss of $10.64 million on $886,532 of total revenue for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $10.27 million in total assets, $5.04 million in total liabilities, and $5.23 million in total stockholders' equity. Short Hills, New Jersey-based KPMG LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1504167/000155837023005284/tmbr-20221231x10k.htm About Timber Pharmaceuticals Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation -- http://www.timberpharma.com-- is a biopharmaceutical company focused on the development and commercialization of treatments for orphan dermatologic diseases. The Company's investigational therapies have proven mechanisms-of-action backed by decades of clinical experience and well-established CMC (chemistry, manufacturing and control) and safety profiles. The Company is initially focused on developing non-systemic treatments for rare dermatologic diseases including congenital ichthyosis (CI), facial angiofibromas (FAs) in tuberous sclerosis complex (TSC), and localized scleroderma. TOSCA SERVICES: $626.5M Bank Debt Trades at 24% Discount -------------------------------------------------------- Participations in a syndicated loan under which Tosca Services LLC is a borrower were trading in the secondary market around 76.1 cents-on-the-dollar during the week ended Friday, April 7, 2023, according to Bloomberg's Evaluated Pricing service data. The $626.5 million facility is a Term loan that is scheduled to mature on August 18, 2027. About $614.5 million of the loan is withdrawn and outstanding. Tosca Services, LLC manufactures and supplies container solutions. The Company offers plastic containers to transport fruit and vegetable, egg, poultry, meat, and cheese products. Tosca Services serves growers, suppliers, food manufacturers, and retailers in North America. TWILA M. LANKFORD: Trustee Sells Oakland Property, Free of Claims ----------------------------------------------------------------- Michael G. Kasolas, Chapter 11 trustee for the estate of Twila McEachin Lankford, asks the U.S. Bankruptcy Court for the Northern District of California for a supplemental order regarding the sale of the real property commonly known as 5708 Los Angeles Street, Oakland, CA 94608 (APN 015-1297-013), approved by the Court on March 15, 2023, to sell free and clear of any lien or interest asserted by Trecine Lankford and Lavette Lankford. On March 15, 2023, the Court approved the sale of the Property and the sale order was entered on March 24, 2023. On March 21, 2023, First American Title Co. informed the Trustee's counsel that a new lien or interest had been identified in the Property's chain of title. That lien or interest is titled Affirmation of Settlement Agreement Re: 5708 Los Angeles Street, Oakland, CA 94608, APN 15-1297-13, recorded by Trecine Lankford as Document No. 2021207436, on June 7, 2021, in the Official Records of Alameda County ("ASA"). The recorded ASA includes a copy of that certain Order Approving Compromise ("9019 Order") which approves a settlement agreement directing the Debtor to pay Trecine $30,000 "through a refinance of the Arlington Avenue, Peroly Court and/or Los Angeles Street properties. The Settlement Agreement also directs Debtor to pay Lavette $30,000 though a refinance of the Arlington Avenue, Peroly Court and/or Los Angeles Street properties ("Lavette Claim"). The Trustee is informed and believes Lavette asserts that the Lavette Claim bears interest at the rate of 10% per annum. Although the Sale is not a refinance, neither Trecine nor Lavette objected to the Sale, and the Settlement Agreement does not authorize the filing of a lien on the Property, First American informed Trustee that it would not close escrow without addressing the Trecine Claim and Lavette Claim. First American has agreed to close escrow if directed by Trustee to withhold $60,000 in escrow, pending further court order addressing the Trecine Claim and Lavette Claim. First American's error had the potential to cause significant delay and Trustee was very concerned that the Sale would be jeopardized if it was not cleared by First American to timely close; therefore, under the condition that $60,000 would be withheld in escrow pending further court order, First American cleared the issue and the Sale is scheduled to close on April 7, 2023. To address First American's request for a further court order addressing the ASA and release of the $60,000 from escrow, yjr Trustee asks a supplemental order selling the Property free and clear of the ASA, pursuant to 11 U.S.C. Section 363(f)(3)6 because if the ASA creates a lien, there are sufficient proceeds to pay the lien in full, and/or pursuant to 11 U.S.C. Section 363(f)(4)8 because if the ASA creates an interest, the payoff amount is disputed in that Trustee disputes claimant's assertion that interest is accruing at 10% interest. To the extent the ASA does create a lien or interest, that lien or interest will attached to the proceeds. The Trustee does not propose to pay the Lavette Claim and Trecine Claim directly from escrow because he disputes that the Lavette Claim is incurring interest at the rate of 10% (and Trustee suspects Trecine will also assert entitlement to interest). Prior to payment of the Layette Claim and Trecine Claim, the interest issue must be resolved. Selling free and clear will allow the escrowed funds to be released to the estate and from there the claims can be paid pursuant to further court order. In addition, the Lavette Claim is subject to a lien asserted by Kevin Singer, State Court Receiver. The Trustee requests that the Court enters an order waiving the 14-day stay provisions of Rule 6004(h) of the Federal Rules of Bankruptcy Procedure to allow the funds to be transferred to the estate pending further court order. About Twila McEachin Lankford Twila McEachin Lankford filed forÂ Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 16-43041) on Dec. 6, 2017, and is represented by the Law Offices of Lawrence L. Szabo.Â UNITED FURNITURE: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------ David Asbach, the Acting U.S. Trustee for Region 5, appointed an official committee to represent unsecured creditors in the Chapter 11 cases of United Furniture Industries, Inc. and its affiliates. The committee members are: 1. Solstice Sleep Products Attn: Dennis Railey, dstraily@solsticesleep.com 3720 West Broad Street Columbus, OH 43228 Telephone: 614-946-3501 Counsel: Justin Ristau, Esq. Telephone: 614-260-5822 Email: jristau@bricker.com 2. Norton Lilly Logistics LLC Attn: Sumner Adams, sadams@nortonlilly.com One St. Louis Centre, Suite 5000 Mobile, AL 36602 Telephone: 251-458-8191 Counsel: Danielle Mashburn-Myrick, Esq. Telephone: 251-441-8202 Email: Danielle.mashburn-myrick@phelps.com 3. Uwharrie Frames Mfg., LLC Attn: Michael Smith, msmithufm@embarqmail.com 247 Leo Cranford Rd. Asheboro, NC 27205 Telephone: 336-963-4805 4. DST Trading, LLC Attn: Samantha Brumbaugh, Attorney, skb@iveymcclellan.com P.O. Box 1284 Asheboro, NC 27204 Telephone: 336-963-2011 and 336-274-4658 5. American Nonwovens, Inc. Attn: John Chang, johnchang@vft.com 9141 Arrow Rte Rancho Cucamonga, CA 91730 Telephone: 909-466-8897 Counsel: Kevin Adams, Esq. Telephone: 949-774-2224 Email: Kadams@mortensontaggart.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About United Furniture Industries United Furniture Industries, Inc. manufactures and sells upholstery. It offers bonded leather and upholstery fabric recliners, reclining sofas and loveseats, sectionals, and sofa sleepers, as well as stationary sofas, loveseats, chairs, and ottomans. United Furniture Industries was subject to an involuntary Chapter 7 bankruptcy petition (Bankr. N.D. Miss. Case No. 22-13422) filed on Dec. 30, 2022. The petition was signed by alleged creditors Wells Fargo Bank, National Association, Security Associates of Mississippi Alabama LLC, and V & B International, Inc. On Jan. 18, 2023, the court entered the order for relief, thereby, converting the case to one under Chapter 11. On Jan. 31, 2023, eight affiliates of United Furniture Industries filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Mississippi. The affiliates are LS Logistics, LLC, Furniture Wood, Inc., UFI Transportation, LLC, United Wood Products, Inc., Associated Bunk Bed Company, FW Acquisition, LLC, UFI Royal Development, LLC, and UFI Exporter, Inc. Their Chapter 11 cases are jointly administered under Case No. 22-13422. Judge Selene D. Maddox oversees the cases. Wells Fargo is represented by R. Spencer Clift, III, Esq., while Security Associates is represented by Andrew C. Allen, Esq., at The Law Offices of Andrew C. Allen. Derek Henderson is the trustee appointed in the Debtors' Chapter 11 cases. The trustee hired McCraney, Montagnet, Quin, Noble, PLLC as bankruptcy counsel; King & Spencer, PLLC and NC Eminent Domain Law Firm as special counsel; Harper Rains Knight & Company as financial advisor; and B. Riley Real Estate, LLC as real estate advisor. UNITED NATURAL: Moody's Alters Outlook on 'Ba3' CFR to Negative --------------------------------------------------------------- Moody's Investors Service changed United Natural Foods, Inc's ("UNFI") outlook to negative from stable and downgraded its speculative grade liquidity rating (SGL) to SGL-2 from SGL-1. In addition, Moody's affirmed UNFI's ratings, including its Ba3 corporate family rating, Ba3-PD probability of default rating, its B2 senior unsecured rating and B1 rating on the company's senior secured term loan. The change to a negative outlook reflects UNFI's weaker than expected operating performance and credit metrics primarily due to lower than expected gross margins, as well as higher than expected operating costs resulting from supply chain disruptions. The negative outlook also captures the risk that earnings will take longer than expected to improve, which will could delay the recovery in credit metrics. The affirmation of the Ba3 rating reflects Moody's expectation that UNFI's formidable size in the supermarket distribution industry supports its ability to meaningfully improve operating costs over the next 12-18 months as inflation, elevated freight costs and supply chain disruptions ease. Moody's forecasts debt-to-EBITDA to remain elevated at 4.6x for the fiscal year ended July 2023 and improve to 4.1x in 2024. Leverage includes an adjustment to debt for $292 million, which reflects receivables sold to third party financial institutions that Moody's views as financing activities. Moody's expects EBITA to interest to approach 2.25x by 2024 from 1.7x for the LTM ended January 28, 2023, which is in-line with the minimum range of Moody's expectations for the rating. The downgrade of the speculative grade liquidity rating to SGL-2 (good) from SGL-1 (very good) reflects the company's $1.5 billion of availability on its $2.6 billion asset based credit revolving credit facility ("ABL"), which expires in June 2027. It also reflects Moody's expectation for a return to positive free cash flow of about $50 to $100 million in fiscal 2024 and $90 of cash. There are no near term debt maturities. The company's secured term loan matures in October 2025 and its unsecured notes mature in October 2028. Affirmations: Issuer: United Natural Foods, Inc Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Senior Secured Term Loan, Affirmed B1 (LGD5) Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD6) Downgrades: Issuer: United Natural Foods, Inc Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 Outlook Actions: Issuer: United Natural Foods, Inc Outlook, Changed To Negative From Stable RATINGS RATIONALE UNFI's Ba3 CFR reflects the mature nature of its low margin fixed cost distribution business, where topline growth is important to improve profitability. Moody's expects the business environment will remain highly competitive especially for the independent food retailers or small retail grocery chains. These customers are being squeezed by larger, better capitalized traditional supermarkets, such as Kroger and alternative food retailers, such as Walmart thereby pressuring their growth and profitability. The company's credit profile also reflects its roughly 20% sales concentration with Whole Foods Market, Inc.. The rating also reflects that UNFI's moderately high financial leverage and modest interest coverage will both improve with debt-to-EBITDA falling to 4.1x and EBITA to interest reaching 2.25x over the next 12 to 18 months. Moody's believes that the business environment will remain highly competitive especially for the independent food retailers or small retail grocery chains. Partially offsetting these challenges are UNFI's formidable size in the supermarket distribution industry, and its leadership position in the fast growing natural, organic and specialty food business. Moody's expects financial policies will be balanced including but not limited to acquisitions and share repurchases. Moody's expects share repurchases to be completed with excess free cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if the company demonstrates sustained growth in sales, and profitability and maintains good liquidity. Quantitatively, ratings could be upgraded if debt/EBITDA is sustained below 3.5 times and EBITA/interest expense is sustained above 3.0 times. Ratings could be downgraded if operating performance continues to deteriorate. Ratings could also be downgraded if debt/EBITDA is sustained above 4.5 times or EBITA/interest is sustained below 2.25 times or if liquidity deteriorates or if acquisition activity causes deterioration in cash flow or credit metrics. UNFI is a leading distributor of natural, organic, and specialty, produce, and conventional grocery foods and non-food products, and provider of support services in the United States and Canada. The company is publicly traded and has 56 distribution centers and about $30 billion in revenue. The principal methodology used in these ratings was Distribution and Supply Chain Services published in February 2023. VICI WELLNESS: Taps Law Offices of Michael Jay Berger as Counsel ---------------------------------------------------------------- Vici Wellness, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire the Law Offices of Michael Jay Berger as its bankruptcy counsel. The firm's services include: a. communicating with creditors of the Debtor; b. reviewing the Debtor's Chapter 11 bankruptcy petition and all supporting schedules; c. advising the Debtor of its legal rights and obligations in a bankruptcy proceeding; d. working to bring the Debtor into full compliance with reporting requirements of the Office of the U.S. Trustee; e. preparing status reports as required by the court; and f. responding to any motions filed in the Debtor's bankruptcy proceeding. 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 will be paid a retainer in the amount of $19,000, plus the $1,738 filing fee. 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 Vici Wellness Vici Wellness, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10612) on March 24, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Mark M. Sharf has been appointed as Subchapter V trustee. Judge Theodor Albert oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger represents the Debtor as counsel. VYANT BIO: Incurs $22.7 Million Net Loss in 2022 ------------------------------------------------ Vyant Bio, Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $22.69 million on $666,000 of total revenue for the year ended Dec. 31, 2022, compared to a net loss of $40.86 million on $1.15 million of total revenue for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $15.20 million in total assets, $5.30 million in total liabilities, and $9.91 million in total common stockholders' equity. Minneapolis, Minnesota-based Deloitte & Touche LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has suffered recurring losses and negative cash flows from operations since inception, has an accumulated deficit, has substantially ceased revenue generation, and is projecting insufficient liquidity to meet its obligations as they become due over the next twelve months, which raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1349929/000149315223010255/form10-k.htm About Vyant Bio Headquartered in Cherry Hill, New Jersey, Vyant Bio, Inc. (formerly known as Cancer Genetics, Inc.) is an innovative biotechnology company reinventing drug discovery for complex neurodevelopmental and neurodegenerative disorders. Its central nervous system drug discovery platform combines human-derived organoid models of brain disease, scaled biology, and machine learning. WALKER COUNTY: Seeks to Hire Holland & Knight as New Counsel ------------------------------------------------------------ Walker County Hospital Corporation, doing business as Huntsville Memorial Hospital, seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Holland & Knight LLP as its counsel, successor to and in replacement of Waller Lansden Dortch & Davis, LLP. Holland & Knight will perform services to the Debtor in connection with the prosecution of this Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Tyler Layne, Partner $490 Blake Roth, Partner $495 Hannah Berny, Associate $350 Nick Miller, Associate $375 Lisa Kim, Associate $330 Krishna Patel, Associate $330 Scott Kunde, Associate $330 Ann Marie Jezisek, Paralegal $200 In addition, the firm will seek reimbursement for expenses incurred. The firm also provided the following in response to the request for additional information set forth in Paragraph D.1. of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Holland & Knight has not agreed to a variation of its standard or customary billing arrangements for this engagement. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: None of Holland & Knight's professionals included in this engagement have varied their rate based on the geographic location of the Chapter 11 proceeding. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference? Response: Waller was retained by the Debtor pursuant to the engagement letters dated as of May 7, 2018 and September 26, 2019. Holland & Knight will continue to represent the Debtor upon the same terms and at the same rates as Waller represented the Debtor. The material terms of the prepetition engagement are the same as the terms described in the application and herein, and the billing rates have not changed other than periodic annual increases as provided in the previous engagement letters and explained in the application. Blake Roth, Esq., a partner at Holland & Knight, 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: Blake D. Roth, Esq. Tyler N. Layne, Esq. Holland & Knight LLP 511 Union Street, Suite 2700 Nashville, TN 37219 Telephone: (615) 244-6380 Facsimile: (615) 244-6804 Email: blake.roth@hklaw.com tyler.layne@hklaw.com About Walker County Hospital Corp. Walker County Hospital Corporation, doing business as Huntsville Memorial Hospital -- https://www.huntsvillememorial.com/ -- operates a community hospital located in Huntsville, Texas. It is the sole member of its non-debtor affiliate, HMH Physician Organization. Founded in 1927, the Facility provides health care services to the residents of Walker County and its surrounding communities. Walker County Hospital Corporation sought Chapter 11 protection (Bankr. S.D. Texas Case No. 19-36300) on November 11, 2019, in Houston. At the time of filing, the Debtor listed as much as $50 million in both assets and liabilities. Steven Smith, chief executive officer, signed the petition. The Honorable David R. Jones is the case judge. The Debtor tapped Holland & Knight LLP as bankruptcy counsel; Healthcare Management Partners, LLC as financial and restructuring advisor; Bharat Capital, LLC as financial consultant; and Epiq Corporate Restructuring, LLC as notice and claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Nov. 23, 2019. The committee tapped Arent Fox LLP as legal counsel, Gray Reed & McGraw LLP as local counsel, and FTI Consulting, Inc. as financial advisor. WHO DAT?: Seeks to Hire Chaffe & Associates as Financial Advisor ---------------------------------------------------------------- Who Dat?, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Chaffe & Associates, Inc. as its financial advisor. The firm will render these services: (a) value the Debtor's business and assets; (b) present value of proposed distribution; and (c) perform supplemental and related services. The hourly rates of the firm's professionals are as follows: Principals $425 Senior Associates $350 Junior Associates $275 Administrative/Support Personnel $25 - $50 The firm has estimated that the opinion of value will result in a fee of no more than $6,000. Marc Katsanis, a shareholder at Chaffe & Associates, 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: Marc Katsanis Chaffe & Associates, Inc. 201 St. Charles Avenue, Suite 1410 New Orleans, LA 70170 Telephone: (504) 524-1801 Facsimile: (504) 524-7194 Email: mkatsanis@chaffe-associates.com About Who Dat? Inc. Who Dat?, Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D. La. Case No. 21-10292) on March 8, 2021, with as much as $1 million in both assets and liabilities. The Debtor tapped Lugenbuhl Wheaton Peck Rankin & Hubbard as bankruptcy counsel, Intellectual Property Consulting as special counsel, and Chaffe & Associates, Inc. as financial advisor. WICHITA HOOPS: Seeks to Tap Prelle Eron & Bailey as Legal Counsel ----------------------------------------------------------------- Wichita Hoops, LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to employ Prelle Eron & Bailey, PA as its counsel. The firm will render these services: (a) advise the Debtor of its rights, powers and duties; (b) advise the Debtor concerning and assisting in the negotiation and documentation of financing agreements, cash collateral orders and related transactions; (c) investigate into the nature and validity of liens asserted against the Debtor, and advise the Debtor concerning the enforceability of said liens; (d) investigate and advise the Debtor concerning and take such action as may be necessary to collect income and assets in accordance with applicable law, and recover property for the benefit of the estate; (e) prepare legal documents; (f) advise the Debtor concerning and prepare responses to applications, motions, pleadings, notices, and other documents which may be filed and served herein; (g) counsel the Debtor in connection with the formulation, negotiation, and promulgation of a Chapter 11 plan or plans and related documents; and (h) perform such other legal services for and on behalf of the Debtor as may be necessary or appropriate in the administration of the case. The hourly rates of the firm's counsel and staff are as follows: David Prelle Eron $330 January M. Bailey $275 Laura Prelle $100 Paralegal and Legal Assistant $85 In addition, the firm will seek reimbursement for expenses incurred. David Prelle Eron, Esq., and January M. Bailey, Esq., attorneys at Prelle Eron & Bailey, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David Prelle Eron, Esq. Prelle Eron & Bailey, PA 301 N. Main St., Suite 2000 Wichita, KS 67202 Telephone: (316) 262-5500 Facsimile: (316) 262-5559 Email: david@eronlaw.net About Wichita Hoops Wichita Hoops, LLC operates an athletic facility. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 23-10255) on March 27, 2023. In the petition signed by Evan McCorry, member manager, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Mitchell L. Herren oversees the case. David Prelle Eron, Esq., at Prelle Eron and Bailey, PC., represents the Debtor as legal counsel. WICKAPOGUE 1: Lender Takes LLC Interests, Files Chapter 11 ---------------------------------------------------------- Wickapogue 1 LLC filed for chapter 11 protection in the Eastern District of New York. The Debtor's primary asset is the improved real estate consisting of a 10,000-square-foot residence located at 145 Wickapogue Road, Southampton, New York. The Debtor defaulted on a loan in the amount of $5,750,000, consisting of a building loan in the amount of $2,500,000 and a loan for the purchase of land in the amount of $3,250,000 to allow the Debtor to acquire the underlying land and construct a property thereon for sale as a future residence, which Loan was assigned to BLue Castle (Cayman) Ltd., the current secured lender. After noticing the defaults under the Loan, Blue Castle initiated a foreclosure proceeding in the U.S. District Court for the Eastern District of New York on Sept. 12, 20222, commencing Case No. 2:22-cv-05488-GRB-LGD. All of the membership interests held by Nicole Galagher in Wickapogue 1 LLC were pledged to the Secured Lender to secure her guranty of all obligations under the Loan. Due to the default, Blue Castle directed its counsel to notice and schedule a public sale of the membership interests for Jan. 12, 2023. Prior to the auction, counsel for the Debtor, guarantors and pledgor gave notice of their intention to present an order to show cause to enjoin the auction in state court. Blue Castle removed the State Court action to the U.S. District Court for the Eastern District of New York on Jan. 25, 2023, which was assigned 2:23-cv-00561-HG. After considering the pleading filed and arguments at a hearing held on Feb. 9, 2023, the court in the federal court action denied the request for preliminary injunction, finding that the marketing of the auction was commercially reasonable. In a letter dated Feb. 16, 2023, counsel to Secured Lender advised pledgor, Nicole Gallagher, that she no longer had the authority to exercise voting rights with respect to her membership interests in Wickapogue 1 LLC, as a result of her defaults under the pledge and guaranty executed in connection with the Loan. At the auction held on Feb. 17, 2023, Secured Lender placed a credit bid for 100% of the membership interests in Wickapogue 1 LLC and became the successful bidder. Promptly thereafter, Secured Lender assigned all of its rights in its credit bid to its assignee, Wikapogue Beach LLC. The Debtor filed the Chapter 11 bankruptcy case to facilitate a sale of the Property, free and clear of liens, judgments and encumbrances, under a plan of liquidation and to distribute net sale proceeds to creditors in the order of priority of their respective claims. According to court filings, Wickapogue 1 LLC estimates between $10 million and $50 million in debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. About Wickapogue 1 LLC Wickapogue 1 LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-71048) on March 28, 2023. In the petition filed by David Goldwasser as chief restructuring officer, the Debtor reported assets and liabilities between $10 million and $50 million each. The Debtor is represented by: Jason A Nagi, Esq. Offit Kurman, P.A. 145 Wickapogue Road Southampton, NY 11968 Tel: (212) 545-1900 Email: jason.nagi@offitkurman.com YITBOS INC: Court OKs Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California, Sacramento Division, authorized Yitbos Inc., dba Mr. Pickles Sandwich Shop, to use cash collateral on an interim basis, subject to the adequate protection payments proposed by the Debtor. As additional adequate protection for the Debtor's use of cash collateral, secured creditors will have replacement liens in the Debtor's pre- and post-petition assets of the same type and validity as are subject to valid pre-petition liens and security interest, with the same priority as the prepetition liens and security interests, and only to the extent of diminution in value of the collateral, as a result of the Debtor's use of cash collateral on a post-petition bases. The Secured Creditors liens upon, and security interests in, the replacement collateral will be perfected without any other act or filing upon entry of the Order. A final hearing on the matter is set for April 12, 2023 at 11 a.m. A copy of the order is available at https://bit.ly/3KySny3 from PacerMonitor.com. About Yitbos Inc. Yitbos Inc. primarily operates in the sandwiches and submarines shop business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-20913) on March 23, 2023. In the petition signed by Darin Frain Hughes, chief executive officer, the Debtor disclosed $186,975 in assets and $1,097,412 in liabilities. Judge Christopher M. Klein oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, represents the Debtor as legal counsel. [*] Six Retailers That Announced Store Closures This April 2023 --------------------------------------------------------------- Jacob Willeford and Josephine Fuller of The U.S. Sun reports on the six retailers that announced closings this April 2023 as shutdowns spread to several companies across the US. Since the end of last 2022, closings have been commonplace for many retail giants. The ongoing situation has even been referred to as a "retail apocalypse" by Dennis Dick, a trader at Las Vegas-based Bright Trading LLC, in a conversation with Reuters. Stores have been dealing with low sales, labor shortages, and too much inventory amongst other issues since 2022. Dick noted that Walmart had a 25 percent decrease in its quarterly profit report last May 2022. Now, six other retailers, including Macy's, Gap, Party City, Amazon Go, Tuesday Morning, and Bed Bath & Beyond are closing locations in April 2023. 1. MACY'S Macy's is downsizing heavily after opening its doors in 1858, over 150 years ago. Another location, the Windward Mall in Kaneohe, Hawaii, is also expected to close next. Other companies are making similar decisions. 2. GAP This includes Gap, known for being the parent company of Old Navy, Banana Republic, and Athleta. The retailer announced it will close about 50 stores in the coming months, due to a backlog of shipments during the coronavirus pandemic. Stores didn't get products in time, contributing to low sales. Gap has now been saddled with an overstocked inventory of out-of-season clothes. Several locations around the country will be closed by April, although specifics were not given on which states. Despite this, Gap is reportedly still planning to open about 30 new stores under its Old Navy and Athleta brands. 3. PARTY CITY Party City declared bankruptcy in January 2023. Afterward, they quickly announced over 20 stores would shut down. By the end of April 2023, 10 locations will be closed across New Jersey, Texas, New York, Georgia, West Virginia, Louisiana, Michigan, Iowa, and Illinois. The retailer also suffered from the height of the pandemic. It faced declining sales as the company had counted on in-person gatherings to generate profits. 4. AMAZON GO Six Amazon Go stores closed on Saturday. This included two stores in New York and four in San Francisco, California. Brian Olsavsky, Amazon's chief financial officer, explained that the chosen stores had "low growth potential" before clarifying the company isn't giving up on its plan. "We’re continuously refining our store formats to find the ones that will resonate with customers, will build our grocery brand, and will allow us to scale meaningfully over time," Olsavsky noted. Amazon Go stores typically offer in-person shopping with all the usual Prime member perks. Shoppers can walk in, pick up what they need, and pay for it on their phones — all without having to deal with a cashier or self-checkout kiosk. 5. TUESDAY MORNING Tuesday Morning, a home goods retailer, has also suffered losses amidst the retail apocalypse. The company issued plans to auction more than 250 leases it has across the country, and 263 stores are set to close. Several will close by the end of the month. "As part of its restructuring, Tuesday Morning is committed to optimizing its store footprint and focus on its core markets," said Todd Eyler, A&G senior managing director. "The company's new management team believes this targeted approach to closing unprofitable and underperforming stores, along with the variety of other measures being undertaken to improve operations, will allow Tuesday Morning to emerge from Chapter 11 with a profitable store fleet that serves its most engaged and loyal customers." The company's higher-ups said more stores may close “in the event certain acceptable terms are not reached with the landlords.” 6. BED BATH & BEYOND Lastly, Bed Bath & Beyond has been in the process of shutting down over 400 locations. Many of these locations will be closed this spring, some by the end of April 2023. The retailer initially announced that roughly 150 stores would be closing, but amid the looming threat of bankruptcy that number grew. Last 2022, more than 950 stores were operating across the US, but only 360 are still open. Shoppers should remain on the lookout for closing sales that offer huge savings. Executives at the company announced in 2020 that 125 stores would shutter over the next three years. In 2023, 120 of those locations will close. Four store locations will close across California, Colorado, and Maryland at the end of April. [^] BOND PRICING: For the Week from April 3 to 7, 2023 ------------------------------------------------------ Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 99 Escrow Issuer Inc NDN 7.500 38.500 1/15/2026 99 Escrow Issuer Inc NDN 7.500 38.375 1/15/2026 99 Escrow Issuer Inc NDN 7.500 38.375 1/15/2026 Acorda Therapeutics Inc ACOR 6.000 63.433 12/1/2024 Air Methods Corp AIRM 8.000 6.640 5/15/2025 Air Methods Corp AIRM 8.000 6.677 5/15/2025 Amyris Inc AMRS 1.500 28.000 11/15/2026 Applied Optoelectronics AAOI 5.000 75.615 3/15/2024 Audacy Capital Corp CBSR 6.500 7.660 5/1/2027 Audacy Capital Corp CBSR 6.750 7.091 3/31/2029 Audacy Capital Corp CBSR 6.750 6.975 3/31/2029 Avaya Inc AVYA 6.125 9.875 9/15/2028 Avaya Inc AVYA 8.000 26.250 12/15/2027 Avaya Inc AVYA 6.125 27.000 9/15/2028 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bed Bath & Beyond Inc BBBY 5.165 6.444 8/1/2044 Bed Bath & Beyond Inc BBBY 3.749 10.949 8/1/2024 Bed Bath & Beyond Inc BBBY 4.915 6.281 8/1/2034 Brixmor LLC BRX 6.900 10.275 2/15/2028 BuzzFeed Inc BZFD 8.500 65.000 12/3/2026 Cardlytics Inc CDLX 1.000 42.000 9/15/2025 Citigroup Global Markets Holdings Inc/United States C 8.500 82.300 5/17/2032 Citizens Financial Group Inc CFG 6.000 88.000 N/A Clovis Oncology Inc CLVS 1.250 11.750 5/1/2025 Clovis Oncology Inc CLVS 4.500 11.326 8/1/2024 Clovis Oncology Inc CLVS 4.500 10.868 8/1/2024 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 5.250 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 1.625 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.956 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 11.500 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 1.250 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.956 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 5.015 8/15/2026 Diebold Nixdorf Inc DBD 8.500 39.198 4/15/2024 Diebold Nixdorf Inc DBD 9.375 50.111 7/15/2025 Diebold Nixdorf Inc DBD 9.375 49.807 7/15/2025 Diebold Nixdorf Inc DBD 9.375 50.173 7/15/2025 Diebold Nixdorf Inc DBD 9.375 49.807 7/15/2025 Diebold Nixdorf Inc DBD 9.375 50.173 7/15/2025 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.000 1/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.000 1/15/2023 Energy Conversion Devices Inc ENER 3.000 0.551 6/15/2013 Envision Healthcare Corp EVHC 8.750 23.250 10/15/2026 Envision Healthcare Corp EVHC 8.750 24.250 10/15/2026 Esperion Therapeutics ESPR 4.000 40.500 11/15/2025 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 12.859 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 40.000 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 13.564 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 44.071 7/15/2023 First Citizens Bancshares Inc/TX FIRCTZ 6.000 87.492 9/1/2028 First Citizens Bancshares Inc/TX FIRCTZ 6.000 87.492 9/1/2028 GNC Holdings Inc GNC 1.500 0.819 8/15/2020 General Electric Co GE 4.200 92.250 N/A Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022 Gossamer Bio Inc GOSS 5.000 29.550 6/1/2027 Hallmark Financial Services Inc HALL 6.250 29.366 8/15/2029 Huntington Bancshares Inc/OH HBAN 5.700 86.950 N/A Invacare Corp IVC 4.250 6.000 3/15/2026 Invacare Corp IVC 5.000 6.000 11/15/2024 JPMorgan Chase & Co JPM 2.000 85.748 8/20/2031 Lannett Co Inc LCI 7.750 15.924 4/15/2026 Lannett Co Inc LCI 4.500 5.344 10/1/2026 Lannett Co Inc LCI 7.750 16.796 4/15/2026 Liberty Interactive LLC LINTA 8.500 26.571 7/15/2029 Liberty Interactive LLC LINTA 4.000 15.000 11/15/2029 Liberty Interactive LLC LINTA 4.000 36.500 11/15/2029 Liberty Interactive LLC LINTA 8.250 25.629 2/1/2030 Lightning eMotors Inc ZEV 7.500 59.500 5/15/2024 MBIA Insurance Corp MBI 16.052 5.250 1/15/2033 MBIA Insurance Corp MBI 16.458 4.772 1/15/2033 Macy's Retail Holdings M 6.900 87.280 1/15/2032 Macy's Retail Holdings M 6.900 87.280 1/15/2032 Mashantucket Western Pequot Tribe MASHTU 7.350 42.000 7/1/2026 Maxim Integrated Products Inc MXIM 3.450 95.376 6/15/2027 Morgan Stanley MS 1.800 73.504 8/27/2036 National CineMedia LLC NATCIN 5.750 1.175 8/15/2026 National CineMedia LLC NATCIN 5.875 30.055 4/15/2028 National CineMedia LLC NATCIN 5.875 29.722 4/15/2028 National Rural Utilities Cooperative Finance Corp NRUC 4.750 96.287 4/30/2043 OMX Timber Finance Investments II LLC OMX 5.540 0.850 1/29/2020 Paratek Pharmaceuticals PRTK 4.750 69.000 5/1/2024 Party City Holdings Inc PRTY 8.750 14.625 2/15/2026 Party City Holdings Inc PRTY 10.130 14.250 7/15/2025 Party City Holdings Inc PRTY 8.750 15.000 2/15/2026 Party City Holdings Inc PRTY 6.625 0.010 8/1/2026 Party City Holdings Inc PRTY 6.625 0.348 8/1/2026 Party City Holdings Inc PRTY 10.130 12.783 7/15/2025 Photo Holdings Merger Sub Inc SFLY 8.500 44.051 10/1/2026 Photo Holdings Merger Sub Inc SFLY 11.000 39.639 10/1/2027 Photo Holdings Merger Sub Inc SFLY 8.500 44.634 10/1/2026 Protective Life Global Funding PL 0.502 99.992 4/12/2023 RR Donnelley & Sons Co RRD 6.000 100.394 4/1/2024 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rite Aid Corp RAD 7.700 32.134 2/15/2027 RumbleON Inc RMBL 6.750 35.789 1/1/2025 SVB Financial Group SIVB 4.250 5.790 N/A SVB Financial Group SIVB 4.000 6.125 N/A SVB Financial Group SIVB 4.700 6.000 N/A SVB Financial Group SIVB 4.100 6.125 N/A Shift Technologies Inc SFT 4.750 12.125 5/15/2026 Signature Bancorporation SIGBAN 5.950 93.875 6/1/2028 Signature Bancorporation SIGBAN 5.950 93.875 6/1/2028 Signature Bank/ New York NY SBNY 4.000 3.000 10/15/2030 Signature Bank/ New York NY SBNY 4.125 2.988 11/1/2029 Talen Energy Supply LLC TLN 10.500 34.000 1/15/2026 Talen Energy Supply LLC TLN 6.500 32.750 6/1/2025 Talen Energy Supply LLC TLN 10.500 33.000 1/15/2026 Talen Energy Supply LLC TLN 6.500 43.750 9/15/2024 Talen Energy Supply LLC TLN 6.500 42.907 9/15/2024 Talen Energy Supply LLC TLN 10.500 33.597 1/15/2026 Team Health Holdings Inc TMH 6.375 59.415 2/1/2025 Team Inc TISI 5.000 79.775 8/1/2023 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Tricida Inc TCDA 3.500 10.000 5/15/2027 US Bank NA/Cincinnati OH USB 4.397 61.306 9/9/2062 US Renal Care Inc USRENA 10.625 27.502 7/15/2027 US Renal Care Inc USRENA 10.625 27.488 7/15/2027 UpHealth Inc UPH 6.250 30.871 6/15/2026 Voya Financial Inc VOYA 5.650 96.210 5/15/2053 Voya Financial Inc VOYA 5.650 96.210 5/15/2053 WeWork Cos Inc WEWORK 7.875 51.580 5/1/2025 WeWork Cos Inc WEWORK 7.875 52.437 5/1/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 48.977 7/10/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 49.818 7/10/2025 Wesco Aircraft Holdings WAIR 9.000 12.301 11/15/2026 Wesco Aircraft Holdings WAIR 8.500 3.535 11/15/2024 Wesco Aircraft Holdings WAIR 13.125 6.350 11/15/2027 Wesco Aircraft Holdings WAIR 8.500 11.875 11/15/2024 Wesco Aircraft Holdings WAIR 13.125 8.076 11/15/2027 Wesco Aircraft Holdings WAIR 9.000 9.302 11/15/2026 Western Global Airlines WGALLC 10.375 40.454 8/15/2025 Western Global Airlines WGALLC 10.375 43.125 8/15/2025 Zions Bancorp NA ZION 5.800 79.000 N/A fuboTV Inc FUBO 3.250 41.750 2/15/2026 ********* 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 ***