/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230414.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, April 14, 2023, Vol. 27, No. 103 Headlines 401 TRUST: Hires Hodges and Davis P.C. as Legal Counsel 4924 S MARTIN: Seeks Cash Collateral Access 59 NORTH 6TH STREET: Seeks Chapter 11 Bankruptcy Protection 96 WYTHE: Amended Liquidating Plan Confirmed by Judge A&T AUTO: Seeks to Hire Coke Law Firm as Bankruptcy Counsel AEROCARE MEDICAL: Case Summary & 20 Largest Unsecured Creditors AFSHARFIRM LLC: Seeks to Hire Sims Law as Bankruptcy Counsel AFTERSHOCK COMICS: Court OKs Cash Collateral Access AGS PRO: Case Summary & 19 Unsecured Creditors ALC CONSULTING: Files for Chapter 11 With Owners ALLENA PHARMACEUTICALS: UST Opposes Opt-Out Process for Unsecureds ALLERGY & ASTHMA: Court OKs Continued Cash Collateral Access ALLIANCE PARTNERS: Seeks to Tap Thomas Soriano as Real Estate Agent ALWAYS CARING: Seeks Extension to Confirm Plan to May 30 AMENTUM GOVERNMENT: Moody's Cuts CFR to B3 & First Lien Debt to B2 ANABELL'S BRAZILIAN: Unsecureds to Get Share of PDI Pot in Plan ARK LABORATORY: Voluntary Chapter 11 Case Summary ASSET REALTY: Gets OK to Hire James E. Dickmeyer as Legal Counsel ATHENA MEDICAL: Taps Simmons & Gottfried as Special Counsel ATP TOWER: Fitch Lowers Foreign Curr. IDR to 'BB', Outlook Stable AYALA PHARMACEUTICALS: Kost Replaces Marcum as Auditor B AND C BROS: Seeks Cash Collateral Access BAYTEX ENERGY: Moody's Hikes CFR to Ba3 & Alters Outlook to Stable BERNARD L. MADOFF: ABN/Fortis Defendants Must Face Clawback Suit BERNARD L. MADOFF: Court Denies UBS Europe's Motion to Dismiss BERNARD L. MADOFF: Court Grants Hebrew University's Bid to Dismiss BIO365 LLC: Case Summary & 20 Largest Unsecured Creditors BLUE DIAMOND ENERGY: Hits Chapter 11 Bankruptcy Protection BOXED INC: Gets OK to Hire Epiq as Claims and Noticing Agent BOY SCOUTS OF AMERICA: Says Stay Will Endanger Chapter 11 Plan BRAINERD INDUSTRIES: Hires Coolidge Wall as Bankruptcy Counsel BSPV-PLANO LLC: Says Bond Trustee Disclosures Misleading CALDWELL INDUSTRIES: Seeks to Hire Eric Liepins as Legal Counsel CENTEX REI LLC: Hits Chapter 11 Bankruptcy Protection CHIMICHURRI CHICKEN: Taps Wisdom Professional as Accountant CINEMEDIA LLC: Moody's Lowers PDR to D-PD Amid Bankruptcy Filing CLEANSPARK INC: Registers Additional 11M Shares Under 2017 Plan CLEVELAND-CLIFFS INC: Fitch Gives BB- Rating on $750MM Unsec. Notes CLUBCORP HOLDINGS: S&P Alters Outlook to Neg., Affirms 'CCC+' ICR CONTINUOUS CAST ALLOYS: In Chapter 11 Amid Dispute With Ex-Landlord CORIZON HEALTH: Dorian Sykes Bid for Summary Judgment Denied CORNERSTONE ONSITE: Taps Coplen & Banks as Bankruptcy Counsel CWI CHEROKEE: Taps Mazzone & Associates as Financial Advisor DAVID'S BRIDAL: Considering Return to Chapter 11 Bankruptcy DET MEDICAL: U.S. Trustee Appoints Joseph Tomaino as PCO DIAMOND SPORTS: Still Owes Cleveland Guardians, Minnesota Twins DIGITAL MEDIA: Falls Short of Nasdaq Minimum Bid Price Requirement EARLY BIRD: Seeks to Hire The Lane Law Firm as Bankruptcy Counsel EAST MISSION: Case Summary & Five Unsecured Creditors EAST WINDSOR: Unsecureds to Split $66K Dividend over 60 Months EASTERN NIAGARA: No Decline in Patient Care, 13th PCO Report Says EASY CONSTRUCTION: Seeks to Hire Hahn Fife & Company as Accountant EMERGENCY MEDICAL: Tiger Group to Hold April 20 Online Auction ESCO LTD: Gets OK to Hire Stretto as Claims and Noticing Agent ESCO LTD: Taps Gavin/Solmonese LLC as Chief Restructuring Officer FENIX GROUP: Unsecureds to Recover .88% in Subchapter V Plan FIRST REPUBLIC BANK: S&P Cuts Preferred Stock Issue Rating to 'C' FRANKLIN STREET: Moody's Cuts CFR to Ba3 & Alters Outlook to Neg. GONZALES SOUTH TEXAS: Another Gonzalez Entity Files for Chapter 11 GOODLIFE PHYSICAL: No Change in Patient Care, 1st PCO Report Says GREENSPACE BRANDS: Commences Proceedings Under CCAA GROWLIFE INC: Issues $125K Promissory Note to Fourth Man HALL AT THE YARD: Gets OK to Hire Ewald Auctions as Appraiser HERMANOS GONZALES: Lender Seeks to Prohibit Cash Collateral Access HOT'Z POWER: Seeks to Tap Baker & Associates as Bankruptcy Counsel INSYS THERAPEUTICS: Trustee Slams Legal Fee Clawback Bid of Kapoor JESS HALL'S: Unsecureds Will Get 15% of Claims in Subchapter V Plan KAISER ALUMINUM: Fitch Lowers LongTerm IDR to 'BB-', Outlook Stable KALERA INC: Seeks Chapter 11 Bankruptcy Protection in Florida KCW GROUP: Hires Cooper & Scully P.C. as Legal Counsel KINGPRIEST HOLDINGS: Starts Subchapter V Bankruptcy Case KOTAI INVESTMENTS: Case Summary & Five Unsecured Creditors LIFSEY REAL ESTATE: Trustee Taps Johnson Pope Bokor as Counsel LTL MANAGEMENT: Talc Claimants Blast 2nd Chapter 11 Filing LTR INTERMEDIATE: S&P Downgrades ICR to 'B-', Outlook Negative LUCIRA HEALTH: Pfizer to Buy Company Out of Bankruptcy LUCIRA HEALTH: Seeks to Hire Cooley LLP as Bankruptcy Counsel LUCIRA HEALTH: Seeks to Hire Young Conaway as Co-Counsel MADERA COMMUNITY: Seeks Approval to Hire CHW as Accountant MAGNITE INC: S&P Upgrades ICR to 'B+', Outlook Stable MAKENA TRADING: Hits Chapter 11 Bankruptcy Protection MALAGA DINER: Seeks Cash Collateral Access MARSHALL SPIEGEL: Denial of Matthew Spiegel's Fee Request Affirmed MH SUB I: Moody's Raises CFR to B2 & Secured First Lien Debt to B1 MOUROUX FAMILY: Hires S.E. Cowen Law as Bankruptcy Counsel MOUROUX FAMILY: U.S. Trustee Appoints Tamar Terzian as PCO MURRAY ENERGY: Court Grants Gulfport Leave to File Surreply NABIEKIM ENTERPRISES: Court OKs Interim Cash Collateral Access NERVIVE INC: Property Sale Proceeds to Fund Plan Payments NGI EAST BAY: Hires Kornfield Nyberg Bendes as Bankruptcy Counsel NIELSEN & BAINBRIDGE: Panel Hires Province as Financial Advisor NORTHWEST SENIOR: PCO Report Indicates Some Resident Concerns NOVA WILDCAT: Reed Smith Advised on Case, Asset Sale O.R. DEAN CONSTRUCTION: Hires Van Horn Law Group as Counsel PACIFIC BEND: Hires Haberbush LLP as Bankruptcy Counsel PARAMOUNT RESTYLING: Unsecureds Will Get 12.5% of Claims in Plan PENTECOSTAL ASSEMBLIES: Amended Plan Confirmed by Judge PHD GROUP: S&P Withdraws 'B' Issuer Credit Rating, Outlook Stable PHOENA HOLDINGS: To Wind-Down Under CCAA Proceedings PLX PHARMA: Case Summary & 10 Unsecured Creditors PROVECTUS PHARMACEUTICALS: Jeffrey Morris Reports 13.5% Stake QUALITY HEATING: U.S. Trustee Appoints Creditors' Committee R&W CLARK CONSTRUCTION: Hires Gregory K. Stern as Counsel R.S. 2010 PROPERTIES: Taps Law Offices of Howard Peritz as Counsel RADIOSHACK ONLINE: CohnReznick to Auction IP Assets on May 2 REVELANT HOLDINGS: Synergetic Suit Remanded to Bankruptcy Court RPVA TRUCKING: Unsecured Creditors to Split $10K Dividend in Plan RTW CONSTRUCTION: Cash Collateral Access, $1MM DIP Loan OK'd SAND SHACK: To Sell Substantially All Assets on April 19 SCHLENSKER INVESTMENTS: Hires Eric A. Liepins as Legal Counsel SCST REALTY: Case Summary & Six Unsecured Creditors SIXTH AVE RETAIL: Public Auction Set for May 3 SKILLZ INC: Chief Accounting Officer Resigns; Replacement Named SMS DIRECT: Case Summary & 20 Largest Unsecured Creditors SNC-LAVALIN GROUP: S&P Alters Outlook to Neg., Affirms 'BB+' ICR SORRENTO THERAPEUTICS: U.S. Trustee Appoints Equity Committee ST. CHARLES MEMORY: U.S. Trustee Appoints Kelly Richards as PCO SURRENDER SOLUTIONS: Court OKs Interim Cash Collateral Access T.A.M.G. REALTY: Seeks Chapter 11 Bankruptcy Protection TALEN ENERGY: Announces CEO Transition Plan THREESQUARE LLC: Court Will Confirm Plan Over UST's Objection THRIVIFY LLC: Court OKs Bid to Appoint Chapter 11 Trustee TOMS KING: Gets Bids for 82 Burger King Units in Chapter 11 TREVAIL MINING: CCAA Court OKs Shareholders' Representative TSS ACQUISITION: Seeks to Hire Meaden & Moore as Tax Advisor TSS CONSULTING: Magistrate Judge Orders Worsham to Show Cause TUPPERWARE BRANDS: Taps Advisors, Expresses Going Concern Doubt TZEW HOLDCO: Trustee's Motion to Withdraw Reference Denied UBO-TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors UNITED AIRLINES: Fitch Alters Outlook on B+ LongTerm IDRs to Stable VA TECHNOSOLUTIONS: Unsecureds to Split $50K via Quarterly Payments VERITAS FARMS: Board Approves 2023 Equity Incentive Plan VIRGIN ORBIT: Advised by Latham & Watkins in Chapter 11 VIRGIN ORBIT: Closing Down, Cuts 85% of Employees VIRGIN ORBIT: Gets Nasdaq Delisting After Chapter 11 Filing W&T OFFSHORE: CFO Janet Yang to Leave; Interim Replacement Named WEWORK INC: Board Adopts Tax Asset Preservation Plan WEWORK INC: Unit Issues $50M Senior Notes Due 2025 to SoftBank WICKAPOGUE 1: Seeks to Hire Offit Kurman as Bankruptcy Counsel [*] Bankruptcy Filings in Colorado Rose 34% in March 2023 [*] David Botter Joins Cleary Gottlieb's Restructuring Practice [*] Q1 Corporate Bankruptcy Tally Highest Since 2010 [^] BOOK REVIEW: Dangerous Dreamers ********* 401 TRUST: Hires Hodges and Davis P.C. as Legal Counsel ------------------------------------------------------- 401 Trust seeks approval from the U.S. Bankruptcy Court for the Northern District of Indiana to employ Hodges and Davis, P.C. as legal counsel. The firm's services include: a. preparation of pleadings and application, and the conduction of examinations incidental to administration; b. developing the relationship of the status of the Debtor-in-Possession to the claims of creditors in the bankruptcy proceedings; c. advise the Debtor-in-Possession of its rights, duties, and obligations as debtor-in-possession; d. perform those legal services incidental and necessary to the day-to-day operation of the business; e. take any and all other necessary action incidental to the proper preservation and administration of the estate in the conduct of its business. The firm will be paid at these rates: Attorneys $275 to $350 per hour Paralegals $180 per hour The firm received from the Debtor a retainer of $11,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Shawn D. Cox, Esq., a partner at Hodges and Davis, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Shawn D. Cox, Esq. Hodges and Davis, P.C. 8700 Broadway Merrillville, IN 46410 Tel: (219) 641-8700 Fax: (219) 641-8710 Email: scox@hodgesdavis.com About 401 Trust 401 Trust, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ind. Case No. 23-30285) on March 22, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Hodges and Davis, P.C. 4924 S MARTIN: Seeks Cash Collateral Access ------------------------------------------- 4924 S. Martin Luther King LLC asks the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, for authority to use cash collateral belonging to U.S. Bank National Association, not in its individual capacity but solely as Trustee of HOF I Grantor Trust 5, A Delaware Statutory Trust as to the real estate commonly known as 4924 S. Martin Luther King Drive, Chicago, Illinois. The Debtor requires the use of cash collateral to pay its expenses. The Debtor believes there may be pre-petition liens on its real estate property in favor of U.S. Bank in a sum that exceeds the value of all assets at the time of the filing for relief pursuant to a foreclosure action filed in the Circuit Court of Cook County, Illinois. The Debtor asserts that U.S. Bank will not be harmed by the use of cash collateral generated from the assets and proceeds thereof. The Debtor proposes that U.S. Bank be granted replacement liens upon the assets in the Debtor's possession subsequent to the filing of the Chapter 11 petition to the extent of the collateral utilized, subject to verification of the extent and validity of the liens. The Debtor further believes U.S. Bank is fully protected for the approved value of its lien based on the continued operation of the real estate. A hearing on the matter is set for April 19, 2023 at 10 a.m. A copy of the motion is available at https://bit.ly/3odyRyf from PacerMonitor.com. About 4924 S. Martin Luther King LLC 4924 S. Martin Luther King LLC is a Single Asset Real Estate. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-04726) on April 10, 2023. In the petition signed by Faris Faycurry, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Janet S. Baer oversees the case. Paul M. Bach, Esq., at Bach Law Offices, Inc., represents the Debtor as legal counsel. 59 NORTH 6TH STREET: Seeks Chapter 11 Bankruptcy Protection ----------------------------------------------------------- 59 North 6th Street LLC filed for chapter 11 protection without stating a reason. According to court filings, 59 North 6th Street has $26,032,348 in debt owed`to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for May 1, 2023, at 1:45 PM at Room 4515, 271-C Cadman Plaza East, Brooklyn, NY. About 59 North 6th Street 59 North 6th Street LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). The Debtor owns in fee simple title a property located at 59 North 6th Street Brooklyn, NY 11249 valued at $26 million. 59 North 6th Street LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41149) on April 3, 2023. In the petition filed by Rehan Perveez, as managing member, the Debtor reported total assets of $26,000,000 and total liabilities of $26,032,348. The Debtor is represented by: Gary M. Kushner, Esq. Goetz Fitzpatrick LLP 59-63 North 6th Street Brooklyn, NY 11249 Tel: 212-695-8100 Email: gkushner@goetzfitz.com 96 WYTHE: Amended Liquidating Plan Confirmed by Judge ----------------------------------------------------- Judge Sean H. Lane has entered findings of fact, conclusions of law and order confirming First Amended Chapter 11 Plan of Liquidation filed by Stephen S. Gray, not individually but solely in his capacity as the Chapter 11 trustee (the "Trustee") for the bankruptcy estate of 96 Wythe Acquisition LLC. The Plan provides for the distribution to creditors of the proceeds of the Sale of substantially all of the Debtor's assets to the Purchaser pursuant to the Purchase Agreement. Thus, the Plan complies with section 1123(b)(4) of the Bankruptcy Code. Consummation of the Sale is necessary and essential for the effectiveness of the Plan. The Trustee has proposed the Plan and all other agreements, documents, and instruments necessary to effectuate the Plan (including those set forth in the Plan Supplement) in good faith and not by any means forbidden by law, thereby satisfying section 1129(a)(3) of the Bankruptcy Code. The Plan and other agreements and documents contemplated thereby or set forth in the Plan Supplement are based upon extensive, arms'-length, good faith negotiations between and among the Trustee, BSP, and other stakeholders of the Debtor's estate. The Plan was proposed with the legitimate and honest purpose of maximizing the value of the Debtor's estate and effectuating an orderly liquidation of the Debtor. The Plan is feasible and provides adequate and appropriate means for its implementation and an orderly wind down of the Debtor's estate. Such evidence is persuasive and credible, based on reasonable assumptions, and has not been controverted by other evidence. The BSP Release appropriately offers protection to a party that participated substantially in the Chapter 11 Case and the Debtor's wind down process. Specifically, BSP made significant concessions and contributions to the Debtor and its Chapter 11 Case, including, but not limited to, the BSP Settlement Agreement, pursuant to which BSP consensually deferred payment of and subordinated part of its senior secured claims against the Debtor's estate, as well as further concessions, deferrals and subordinations incorporated in the Plan. A copy of the Plan Confirmation Order dated April 10, 2023 is available at https://bit.ly/41t9Q0m from PacerMonitor.com at no charge. Attorneys for Stephen S. Gray, Not Individually But Solely in His Capacity as Chapter 11 Trustee: Albert Togut, Esq. Frank A. Oswald, Esq. Neil Berger, Esq. Bryan M. Kotliar, Esq. TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, NY 10119 Tel: (212) 594-5000 About 96 Wythe Acquisition 96 Wythe Acquisition, LLC, operates the Williamsburg Hotel, a hotel located at 96 Wythe Ave., Brooklyn, N.Y. 96 Wythe Acquisition sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-22108) on Feb. 23, 2021, disclosing $79,990,206 in liabilities. CRO David Goldwasser signed the petition. Judge Sean H. Lane oversees the case. The Debtor tapped Backenroth Frankel & Krinsky, LLP and Mayer Brown, LLP as bankruptcy counsels; Fern Flomenhaft, PLLC as insurance counsel; and B. Riley Advisory Services as litigation support consultant. Getzler Henrich & Associates, LLC and Hilco Real Estate, LLC serve as the Debtor's financial advisors. Stephen Gray was appointed as Chapter 11 trustee. The Trustee tapped Togut, Segal & Segal, LLP; Fragomen Del Rey Bernsen & Loewy, LLP; and Bernstein Redo & Savitsky PC as bankruptcy counsel, special counsel, and special liquor license counsel, respectively. Verdolino & Lowey PC is the trustee's tax accountant. A&T AUTO: Seeks to Hire Coke Law Firm as Bankruptcy Counsel ----------------------------------------------------------- A&T Auto Sales seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to hire The Coke Law Firm, LLC as its bankruptcy counsel. The firm's services include: a) advising the Debtor with respect to its powers and duties in the continued management and operation of its business; b) attending meetings and negotiating with representatives of creditors and other parties in interest; c) taking all necessary action to protect and preserve the estate, including the prosecution of actions on its behalf, the defense of any actions commenced against the Debtor's estate, and objections to claims filed against the estate; d) preparing legal papers; e) negotiating and prosecuting on the Debtor's behalf all contracts for the sale of assets, plan of reorganization, and all related agreements or documents, and taking any action that is necessary for the Debtor to obtain confirmation of its plan of reorganization; f) appearing before the court and the Office of the U.S. Trustee; and g) other necessary legal services. Justin Coke, Esq., at Coke Law Firm, charges an hourly fee of $300. Coke Law Firm received a retainer in the amount of $5,000. As disclosed in court filing, Coke Law Firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Justin W. Coke, Esq. The Coke Law Firm, LLC 3610 Buttonwood Dr. Ste 200 Columbia, MO 65201 Phone: (573) 886-8919 Fax: (573) 303-5794 Email: cokelawfirm@gmail.com About A&T Auto Sales A&T Auto Sales sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-20001) om Jan. 2, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Dennis R. Dow oversees the case. Justin W. Coke, Esq., at The Coke Law Firm, LLC represents the Debtor as counsel. AEROCARE MEDICAL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Aerocare Medical Transport System, Inc. f/k/a R&M Aviation, Inc. f/k/a AeroCare Aeromedical Ambulance Service, Inc. 1936 E. Missouri Ave. Phoenix, AZ 85016 Business Description: AeroCare is a nationally recognized and accredited provider of worldwide air ambulance and medevac services. Chapter 11 Petition Date: April 13, 2023 Court: United States Bankruptcy Court District of Arizona Case No.: 23-02376 Debtor's Counsel: James E. Cross, Esq. CROSS LAW FIRM, P.L.C. PO Box 45469 Phoenix, AZ 85064 Tel: 602-412-4422 Fax: 602-252-4712 Email: jcross@crosslawaz.com Total Assets: $1,485,981 Total Liabilities: $3,108,797 The petition was signed by Joseph Cece 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/ZTNPWAA/Aerocare_Medical_Transport_System__azbke-23-02376__0001.0.pdf?mcid=tGE4TAMA AFSHARFIRM LLC: Seeks to Hire Sims Law as Bankruptcy Counsel ------------------------------------------------------------ Afsharfirm, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Sims Law, PLLC. The Debtor requires legal counsel to prepare a Chapter 11 plan of reorganization, represent it in its bankruptcy proceeding and effectuate a reorganization. Tyler Sims, Esq., owner of Sims Law, disclosed in a court filing that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Tyler S. Sims, Esq. Sims Law, PLLC 600 Austin Ave., Suite 23 Waco, TX 76701 Phone: 254-304-7161 Fax: 866-966-7480 Email: tyler@simslawpllc.com About Afsharfirm LLC Afsharfirm, LLC, a Texas-based company, filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 23-60110) on March 7, 2023, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Brad W. Odell has been appointed as Subchapter V trustee. Judge Michael M. Parker oversees the case. The Debtor is represented by Tyler S. Sims, Esq., at Sims Law, PLLC. AFTERSHOCK COMICS: Court OKs Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, San Fernando Division, authorized Aftershock Comics, LLC and Rive Gauche Television to use cash collateral on an interim basis to pay all amounts that are set forth in the Debtors' Supplemental Budget. As previously reported by the Troubled Company Reporter, the Debtors originally borrowed money from Access Road Capital, LLC in March 2020 in the principal amount of $11.090 million. The Debtors are jointly and severally liable to repay the Loan. The Lender asserts the Loan is secured by all, or substantially all, of the Debtors' assets. As of the Petition Date, the Senior Secured Lender claims that the amount due from the Debtors under the Loan Documents was $15.651 million. The Debtors are authorized to set aside $75,000 of cash collateral in a segregated bank account to pay any allowed fees and expenses of the Committees' professionals incurred for the investigation or litigation concerning Access Road's claim amount or the validity, priority and extent of its lien. As adequate protection, the Senior Secured Lender is granted a security interest in and lien upon all of the Debtors' property, assets and rights. The security interests and liens will be valid, perfected, enforceable and effective as of the Petition Date without any further action by the Debtors, and the Senior Secured Lender. A continued hearing on the matter is set for June 7, 2023 at 10 a.m. A copy of the order is available at https://bit.ly/3KTCS40 from PacerMonitor.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. C.D. Calif. Lead Case No. 22-11456) on Dec. 19, 2022. Judge Martin R. Barash oversees the cases. At the time of 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. AGS PRO: Case Summary & 19 Unsecured Creditors ---------------------------------------------- Debtor: AGS Pro, Inc. FKA Andrews Global Security, Inc. FKA Andrews Global Security, LLC DBA AGS Protect 6133 Bristol Parkway, Suite 175 Culver City, CA 90230 Chapter 11 Petition Date: April 13, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-12236 Judge: Hon. Deborah J. Saltzman Debtor's Counsel: Aaron E. de Leest, Esq. DANNING, GILL, ISRAEL & KRASNOFF, LLP 1901 Avenue of the Stars, Suite 450 Los Angeles, CA 90067-6006 Tel: (310) 277-0077 Email: adeleest@danninggill.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Lee Andrews as chief executive officer. A copy of the Debtor's 19 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VW2SGCA/AGS_Pro_Inc__cacbke-23-12236__0001.2.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VO3OSMQ/AGS_Pro_Inc__cacbke-23-12236__0001.0.pdf?mcid=tGE4TAMA ALC CONSULTING: Files for Chapter 11 With Owners ------------------------------------------------ ALC Consulting Limited Liability Company filed for chapter 11 protection in the Northern District of Florida. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. ALC Consulting filed for Chapter 11 together with Alicia Chen and Jason Harvey, the members of ALC. The Debtors have sought joint administration under the lead case, In re Chapter 11, Subchapter V ALICIA CHEN and, JASON K. HARVEY Case (Bankr. N.D. Fla. Lead Case No. 23-30211). According to court filings, ALC Consulting Limited Liability Company 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. ALC Consulting Limited Liability Company filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-30212) on April 3, 2023. In the petition filed by Jason Harvey, as manager, the Debtor reported assets between $100,000 and $500,000 and liabilities between $1 million and $10 million. The Debtor is represented by: Edward J. Peterson, III, Esq. Johnson Pope Bokor Ruppel & Burns, LLP 4621 N. Davis Highway Pensacola, FL 32503 Tel: 813-225-2500 ALLENA PHARMACEUTICALS: UST Opposes Opt-Out Process for Unsecureds ------------------------------------------------------------------ Andrew R. Vara, the United States Trustee for Region 3, filed an objection to the motion of Allena Pharmaceuticals, Inc., for entry of an order approving the Disclosure Statement on an interim basis. The U.S. Trustee objects to the Interim Approval and Procedures Motion because it proposes an opt-out procedure for the Debtor's general unsecured creditors as a means of extracting a release of their direct claims against non-debtor parties, in a case where such creditors will receive a small (10%) distribution on their claims, which exceed $8 million in the aggregate. Given the decisions of the Court on the issue and to save estate resources, the Debtor should at the solicitation stage change this procedure to an opt-in, which procedure would manifest affirmative consent to the Third-Party Release. About Allena Pharmaceutical Allena is a pre-commercial clinical biopharmaceutical company dedicated to discovering, developing and commercializing first-in-class, oral biological therapeutics to treat patients with rare and severe metabolic and kidney disorders such as gout and kidney stones. Allena Pharmaceuticals, Inc., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10842) on Sep. 2, 2022. The petition was signed by Matthew Foster as chief restructuring officer. At the time of filing, the Debtor estimated $14,368,000 in assets and $3,455,000 in liabilities. The Hon. Karen B. Owens presides over the case. Matthew B. McGuire, Esq., at LANDIS RATH & COBB LLP, represents the Debtor. ALLERGY & ASTHMA: Court OKs Continued Cash Collateral Access ------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Allergy & Asthma Center of S.W. Washington, LLC to continue using cash collateral. The Debtor requires the use of cash collateral to pay reasonable expenses. The Debtor has two related entities, Columbia Asthma & Allergy Clinic I, PC and AAIM Care, Inc. The Debtor's assets include bank accounts, deposits with its landlords, office furniture, medications and accounts receivables, the total scheduled value of which is approximately $307,981. The Debtor's liabilities include $3,139,798 in scheduled secured claims and $1,205,267 in scheduled unsecured claims. The COVID-19 pandemic had a significant negative impact on the Debtor's business, which decreased the Debtor's income. In an effort to keep its doors open, the Debtor took out several hard money loans, which the Debtor is now unable to pay back. Due to the accumulating debts from weekly payments owed to the hard money lenders, the Debtor's operational expenses, and debts owed to the secured creditors. The Debtor was unable to meet its debt service obligations. Creditors, most notably Itria Ventures LLC, began intercepting the Debtor's receivables directly from the 20-plus insurance companies that make up the vast majority of the Debtor's income, resulting in the Debtor's inability to pay its current lease obligations and other operating costs. The Debtor attempted to negotiate reasonable settlement terms with its creditors, but ultimately could not reach an agreement that made sense for the Debtor, thus necessitating the filing of the bankruptcy case. The Debtor additionally had issues with its former medical billers who were not adequately billing and collecting the Debtor's receivables. The former medical billers are no longer with the Debtor, and the Debtor's uncollected receivables are not likely to be paid by the insurance companies to the Debtor. As a result, CMD Group, LLC has taken over management of the Debtor's billing. In first position, the Debtor has a loan with the JP Morgan Chase, N.A. for approximately $1.859 million. Chase is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement with California Secretary of State on or about March 6, 2020. Based on the valuation of the Debtor's assets and secured claims, which shows the assets valued at appx. $307,981, Chase's first position claim is secured up to the value of the collateral. In second position, the Debtor has a loan with the Itria Ventures, LLC for $541,800. Itria is secured by Debtor's assets by virtue of having filed a UCC Financing Statement on February 4, 2022. In third position, the State of Washington Department of Revenue has a tax lien against the Debtor for $17,247. In fourth position, the Debtor has a loan with the Avion Funding for $280,000. Avion is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement on July 20, 2022. In fifth position, the Debtor has a loan with the OnDeck Funding for $243,750. OnDeck is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement. In sixth position, the Debtor has a loan with the LG Funding, LLC for 5207,000. LG is secured by the Debtor's assets by virtue of having filed a UCC Financing Statement. A copy of the motion is available at https://bit.ly/3KWOYtd from PacerMonitor.com. A copy of the order is available at https://bit.ly/3KA2ql7 from PacerMonitor.com About Allergy & Asthma Center Allergy & Asthma Center is a provider of personalized care for allergies and asthma. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11270) on March 6, 2023. In the petition signed by Sanjeev Jain, MD, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Vincent P. Zurzolo oversees the case. The Law Offices of Michael Jay Berger oversees the case. ALLIANCE PARTNERS: Seeks to Tap Thomas Soriano as Real Estate Agent ------------------------------------------------------------------- Alliance Partners, Ltd. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Thomas Soriano, a real estate agent based in Chicago, Ill., to list and market its real properties located at 8809 South State St., Chicago, Ill. and 33 East 113th St., Chicago, Ill. Mr. Soriano has agreed to waive any commission due or payable to him. Mr. Soriano 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 professional can be reached at: Thomas F. Soriano 2342 West George Street Chicago, IL 60618 About Alliance Partners Alliance Partners, Ltd. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-00418) on Jan. 12, 2023, listing up to $500,000 in assets and up to $100,000 in liabilities. Judge A. Benjamin Goldgar oversees the case. The Law Offices of Joel A. Schechter is the Debtor's counsel. ALWAYS CARING: Seeks Extension to Confirm Plan to May 30 -------------------------------------------------------- Always Caring Health Care Services, Inc. ("ACHCS"), filed its Second Motion for Extension of Time to Confirm First Amended Plan of Reorganization. The Confirmation Hearing of the Debtor's First Amended Plan of Reorganization dated January 17, 2023, and final approval of the Debtor's First Amended Disclosure Statement is scheduled before this Court for April 13, 2023, at 10:00 a.m. The original statutory deadline by which to confirm a plan was previously extended by the Court to April 28, 2023. ACHCS requests an additional extension of the statutory deadline until May 30, 2023. Contemporaneously with the filing of this Motion, ACHCS is also filing a Motion for Continuance of the April 13, 2023 Confirmation Hearing Date. There are 3 creditors in this Chapter 11 Case – i) The United States of America, Internal Revenue Service (the "IRS"); ii) The United States Department of Labor (the "DOL"); and iii) The City of El Paso Tax Assessor/Collector. As the Court is aware, ACHCS has pending Objections to the Proofs of Claim of the IRS and the DOL (the "Claim Objections"). ACHCS also is preparing a preconfirmation modification to the Secured Claim of the City of El Paso Tax Assessor/Collector. ACHCS and the DOL have reached preliminary terms of the settlement of the DOL's Claim Objection. An Agreed Order on the DOL Claim Objection has not been submitted yet for two reasons: i) The DOL and the IRS are represented by the same trial attorney. The final terms for the DOL depend on the final terms for the IRS – once a resolution of the IRS' Claim Objection is reached, then the terms of the DOL Claim Objection will be finalized. ii) The DOL is awaiting how the IRS' Objection to Confirmation will be addressed. The IRS Claim Objection is for tax years 2015, 2016, and 2018. ACHCS and the IRS have reached a preliminary agreement as to 2015. The Parties are actively working on a resolution of the 2016 and 2018 tax periods which they expect to finalize within the next 5 - 7 days. If finalized, the IRS must make a final approval determination. In the interim, ACHCS will be modifying the First Amended Plan to provide for the treatment of the compromised amounts which will be greater than zero but substantially less than the amounts in the IRS' Proof of Claim. ACHCS can demonstrate by a preponderance of the evidence that it is more likely than not that the court will confirm a consensual plan within a reasonable time. ACHCS seeks an extension of time within which to confirm a Chapter 11 Plan until May 30, 2023, so that the Court may consider confirmation on its live Docket scheduled for May 11, 2023. ACHCS prays for a corresponding extension to the standard dates for conclusion of voting and objections to confirmation. Attorneys for Always Caring Health Care Services, Inc.: Carlos A. Miranda, Esq. 5915 Silver Springs, Bldg. 7 El Paso, TX 79912 Tel: (915) 587-5000 Fax: (915) 587-5001 Toll-Free: (844) 710-7042 E-mail: cmiranda@eptxlawyers.com cmaldonado@eptxlawyers.com About Always Caring Health Care Services Always Caring Health Care Services, Inc., filed a petition for Chapter 11 protection (Bankr. W.D. Tex. Case No. 22-30120) on Feb. 18, 20212, listing up to $50,000 in assets and up to $10 million in liabilities. J. Thomas Ullrich, authorized representative, signed the petition. Judge H. Christopher Mott oversees the case. The Debtor tapped Miranda & Maldonado, PC, as legal counsel. AMENTUM GOVERNMENT: Moody's Cuts CFR to B3 & First Lien Debt to B2 ------------------------------------------------------------------ Moody's Investors Service downgraded its ratings for Amentum Government Services Holdings LLC: corporate family rating to B3 from B2, probability of default rating to B3-PD from B2-PD, and senior secured first lien to B2 from B1. The rating outlook of stable was unchanged. The ratings downgrades reflect Amentum's weak operating performance in its 2022 fiscal year ended September 30th and Moody's expectation that leverage will remain at or above 7.0x at least through fiscal 2024. The company faces revenue headwinds from the conclusion of contracts for services within Afghanistan following the US' withdrawal in August 2021. Changes that reduced scope within certain existing contracts have, and will continue to, constrain growth in earnings over the next 12 months. Downgrades: Issuer: Amentum Government Services Holdings LLC Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured First Lien Bank Credit Facility, Downgraded to B2 (LGD3) from B1 (LGD3) Outlook Actions: Issuer: Amentum Government Services Holdings LLC Outlook, Remains Stable RATINGS RATIONALE Amentum's B3 CFR reflects the company's high financial leverage and limited operating history at its current revenue size following the acquisition of PAE Incorporated in February 2022. Debt/EBITDA on a Moody's adjusted basis is high at 7.5x as of December 2022. The company will need to win new contracts and recompetes on expiring contracts to resume earnings growth to help lower financial leverage. Moody's projects Debt/EBITDA to remain at or above 7.0x in fiscal 2024. The ratings are constrained by Amentum's EBITDA margin of 7.8%, which trails those of about 10%-11% for other defense services contractors. This, in part, reflects Amentum's emphasis on relatively lower-risk cost plus-based contracts compared to its peers that favor more fixed-price contracts, which promote higher margins. Nonetheless, the ratings are supported by the company's competitive scale and considerable breadth of technical capabilities. Amentum's increased scale strengthens its position for bidding on large federal contracts. Current backlog at about $26 billion represents long-enduring platforms with notable exposure to generally stable operational and maintenance-related defense budgets. The ramp up of new contracts and management's expectations for cost synergies from the integration with PAE should help modestly expand operating margins into 2024. The stable outlook reflects Moody's expectation that Amentum will maintain adequate liquidity, with leverage close to 7.0x over the next 12-18 months. Moody's projects negative free cash flow in fiscal 2023 and modestly positive free cash flow in fiscal 2024 with a sufficient amount of cash on hand. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if liquidity weakens or debt/EBITDA is sustained above 7.5x. The ratings could be upgraded if the company's operating performance improves such that debt/EBITDA is sustained below 7.0x and funds from operations plus interest-to-interest approaches 3.0x. Sustained positive free cash flow that is used to retire more than the scheduled annual amortization of the term loan B could also support a ratings upgrade. The principal methodology used in these ratings was Aerospace and Defense published in October 2021. Headquartered in Germantown, MD, Amentum provides test and training range maintenance and operations, equipment maintenance and sustainment, facilities management, cyber and information technology, and environmental remediation services to the US and other national governments. Amentum is owned by entities of Lindsay Goldberg and American Securities. Revenue for the last twelve months ended December 2022 was $7.8 billion. ANABELL'S BRAZILIAN: Unsecureds to Get Share of PDI Pot in Plan --------------------------------------------------------------- Anabell's Brazilian Wax, LLC and Luciana Rosa filed with the U.S. Bankruptcy Court for the Eastern District of Texas a Joint Original Plan of Reorganization dated April 10, 2023. Rosa is an individual resident of Little Elm, Texas. Anabell's is a company owned by Rosa which operates a salon in Frisco, Texas. Class 7a consists of any Allowed General Unsecured Claims Against Rosa. In full and final satisfaction of its Allowed Class 7a Claim, each holder of an Allowed General Unsecured Claim against Rosa shall be paid its Pro Rata Share of the Rosa PDI Pot in quarterly installments beginning on the first day of the 3rd month following the Effective Date and ending on the 1st day of the month 33 months thereafter (for a total of 12 quarterly payments). Class 4b consists of any Allowed General Unsecured Claims Against Anabell's. In full and final satisfaction of its Allowed Class 4b Claim, each holder of an Allowed General Unsecured Claim against Anabell's shall be paid its Pro Rata Share of the Anabell's PDI Pot in quarterly installments beginning on the first day of the 3rd month following the Effective Date and ending on the 1st day of the month 33 months thereafter (for a total of 12 quarterly payments). Holders of interests in Anabell's shall retain such Interests. On the Effective Date, all real and personal property of the estates of the Debtors, including but not limited to all causes of action of the Debtors, and any avoidance actions of the Debtors, under applicable non bankruptcy law or the Bankruptcy Code, shall vest in the Debtors as Reorganized Debtors and shall not be assertable by any party other than the Reorganized Debtors on behalf of its creditors subject to those Claims, Liens, and encumbrances as Allowed and restructured in this Plan. Provided however, that upon any subsequent conversion of either of the Cases under Chapter 7 of the Reorganized Debtors, all assets vesting in Reorganized Debtors, other than Exempt Property, shall pass to the Chapter 7 trustee as property of the Chapter 7 estates subject to those Claims, Liens, and encumbrances as Allowed and restructured in this Plan. The liability for and obligations under the Plan shall be assumed by and become obligations of the Reorganized Debtors. A full-text copy of the Joint Plan dated April 10, 2023 is available at https://bit.ly/43o17yx from PacerMonitor.com at no charge. Counsel for Debtors: Howard Marc Spector, Esq. SPECTOR & COX, PLLC 12770 Coit Road, Suite 850 Dallas, Texas 75251 (214) 365-5377 FAX: (214) 237-3380 EMAIL: hspector@spectorcox.com Anabell's Brazilian Wax Anabell's Brazilian Wax, LLC is a company owned by Rosa which operates a salon in Frisco, Texas. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D. Tex. Case No. 23-40064) on Jan. 10, 2023, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Brenda T. Rhoades oversees the case. Spector & Cox, PLLC and T&F Associates are the Debtor's legal counsel and accountant, respectively. ARK LABORATORY: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Ark Laboratory, LLC 6620 Highland Rd Ste 240 Waterford, MI 48327 Chapter 11 Petition Date: April 12, 2023 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 23-43403 Debtor's Counsel: Robert N. Bassel, Esq. P.O. Box T Clinton, MI 49236 Tel: 248-677-1234 Email: bbassel@gmail.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by James Grossi as principal. 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/HEGS5CY/Ark_Laboratory_LLC__miebke-23-43403__0001.0.pdf?mcid=tGE4TAMA ASSET REALTY: Gets OK to Hire James E. Dickmeyer as Legal Counsel ----------------------------------------------------------------- Asset Realty, LLC received approval from the U.S. Bankruptcy Court for the Western District of Washington to hire the Law Office of James E. Dickmeyer, P.C. as its legal counsel. The Debtor requires legal counsel to give advice concerning the administration of its bankruptcy estate; prepare a Chapter 11 reorganization plan; and assist in the performance of its duties and obligations under the Bankruptcy Code. The services will be provided by the firm's attorney, James Dickmeyer, Esq., who will be paid at the rate of $350 per hour. The attorney will receive reimbursement for out-of-pocket expenses incurred. As disclosed in court filings, the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: James E. Dickmeyer, Esq. Law Office of James E. Dickmeyer, P.C. 520 Kirkland Way Suite 400 Kirkland, WA 98083-2623 Tel: (425) 889-2324 Email: jim@jdlaw.net About Asset Realty Asset Realty, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-10326) on Feb. 22, 2023, with as much as $1 million in both assets and liabilities. Judge Marc Barreca oversees the case. James E. Dickmeyer, Esq., at the Law Office of James E. Dickmeyer, P.C. serves as the Debtor's bankruptcy counsel. ATHENA MEDICAL: Taps Simmons & Gottfried as Special Counsel ----------------------------------------------------------- Athena Medical Group LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Simmons & Gottfried, PLLC as its special counsel. The firm will represent the Debtor on claim disputes with and against Wound Care Specialists, LLC and its affiliates. The firm will be paid at these rates: Jared C. Simmons, Esq. $400 per hour Alona M. Gottfried, Esq. $350 per hour Associate $275 per hour Paralegal $160 per hour Law Clerk $120 per hour Legal Assistants $85 - $10 per hour As disclosed in court filings, Simmons & Gottfried does not hold any interest adverse to the Debtor or to the estate as to the matter, which it would be employed. The firm can be reached through: Jared C. Simmons, Esq. Simmons & Gottfried, PLLC 8160 E Butherus Dr Suite 7 Scottsdale, AZ 85260, Phone: +1 480-998-1500 Email: Jared @SGLawsAZ.com About Athena Medical Group Athena Medical Group, LLC -- https://athenamedgroup.com/ -- provides primary care, transitional care, chronic care management, remote patient monitoring, and telehealth services. The company is based in Phoenix, Ariz. Athena Medical Group filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-01635) on March 16, 2023, with total assets of $3,843,022 and total liabilities of $12,707,798. James E. Cross has been appointed as Subchapter V trustee. Judge Brenda K. Martin oversees the case. The Debtor tapped the Law Office of Mark J. Giunta as bankruptcy counsel and Ball, Santin & McLeran as special counsel. ATP TOWER: Fitch Lowers Foreign Curr. IDR to 'BB', Outlook Stable ----------------------------------------------------------------- Fitch Ratings has downgraded ATP Tower Holdings, LLC's (ATP) Long-Term Foreign Currency Issuer Default Rating (IDR) to 'BB' from 'BB+'. The Rating Outlook is Stable. The downgrade reflects Fitch's expectations that ATP's capital structure will be more leveraged than initially anticipated. Fitch expects ATP's net leverage, calculated under Fitch's criteria, will be in the range of 6.5x-7.5x over the medium term, which is higher than the 6.0x-7.0x expected for a 'BB+' rating. The downgrade also reflects increasing competition in Latin America and tighter funding conditions that will result in higher than expected interest rates of new debt and weaker FCF generation. The rating reflects ATP's stable telecom infrastructure business model, which experiences much lower business risk than many business models within the telecommunications segment. The rating is constrained by ATP's relatively small scale and client concentration amid increasing competitive intensity. KEY RATING DRIVERS High Leverage: ATP's net leverage is expected to end 2023 at 8x as its capex roll-out accelerates over the next two years. This is still meaningfully above the 7.0x negative sensitivity despite being an improvement from the approximately 9.0x estimated leverage of 2022. Contracted fiber deployment and tower site builds should contribute to EBITDA expansion during 2023 and into 2024. Fitch expects net leverage to decline to close to 7.0x in 2024. Increasing Competition: ATP's ratings are constrained by its small size when compared with most peers in the independent infrastructure space. Competition in the telecom infrastructure business has continued to increase with larger rivals growing both organically and inorganically. Phoenix Tower International entered the Chilean market after acquiring 3,800 towers in Chile from WOM S.A. Increasing competition in the country could lead to slower tenant acquisition in the medium term. American Tower Corporation along with America Movil's tower spin-off , Sitios Latinoamerica, are large competitors with wide tower infrastructure coverage in Latin America. Rapid Growth: ATP's EBITDA should continue to grow at double digits as the company expands fiber and tower infrastructure. EBITDA is expected to grow to USD60 million in 2023 from USD45 million in 2022 and USD34 million in 2021. Projected growth is mainly the result of inflation escalators, fiber to the home (FTTH) contracts in Colombia and growth in Chile. These figures are adjusted for Fitch's lease criteria, which does not add back lease depreciation or interest. Low Sector Risk: The tower industry carries minimal risk related to tower obsolescence or technology. The wireless operator deploys all the electronics and antenna platforms, while the tower operator is responsible for the physical site. Also contributing to the stability of the tower business is the lack of robust alternative technologies. The only available alternative capable of broad geographic coverage -- satellite transmission -- is ineffective indoors, affected by obstructions and degrades in severe weather conditions. Long-Term Growth Opportunities: Demand for data capacity continues to grow rapidly. Wireless companies have been densifying their 4G LTE networks, which increases the network capacity, and are implementing technological evolutions to increase speed and capacity. Mobile broadband services remain a key factor in future revenue and cash flow growth for the tower industry. The development of 5G in Chile in the near term and in Peru and Colombia long term should support tower demand although disposable income, particularly, in the latter two countries limits return on capital and could limit operator network investments. Counterparty Risk: ATP benefits from contracts with its clients that are typically 10 years in initial length. The average remaining life of its contracts is approximately six years for towers and eight years for fiber. These contracts mitigate volume and price risk and are positively factored into the ratings. Client concentration is high, particularly to Telefonica SA. Its subsidiaries in Peru and Chile have lost market share in recent years. Fitch recently downgraded Telefonica del Peru to 'BB-'. DERIVATION SUMMARY ATP and other digital infrastructure operators have operating profiles with high visibility and stability of rental income based on passive infrastructure and long-term contracts, offset by underlying asset specificity that affects liquidity of sale. The tower industry employs a stable business model and experiences much lower business risk than many business models within the telecommunications segment. The North American wireless telecom tower industry is dominated by American Tower Corporation (BBB+/Negative) and Crown Castle International Corp. (BBB+/Stable). These operators have better business profiles than ATP due to larger scale, more diversification, and exposure to a more stable and mature telecommunications industry. Operadora de Sites Mexicanos, S.A. de C.V. (Opsimex; BBB/Positive) also has stronger business and financial profiles than ATP, and benefits from its dominant market position in Mexico, favorable relationship with America Movil, and a track record of consistent deleveraging. In addition to its small size and greater emerging market exposure, ATP's relatively short track record and ambitious growth trajectory limit the rating. The company's EBITDA net leverage metrics are consistently higher than global peers and are most closely in line with European operator Cellnex Telecom S.A. (BBB-/Stable). However, Cellnex's elevated leverage metrics are supported by a much larger business scale and more mature operating environment. Indonesian peer's PT Profesional Telekomunikasi Indonesia (Protelindo, BBB/Stable) and PT Tower Bersama Infrastructure (TBI, BBB-/Stable) are medium-sized players with business profiles that are more in line with ATP. However, these issuers are much stronger than ATP financially, boasting lower leverage metrics and much higher profitability margins. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer - Revenue growth from about USD110 million in 2022 to around USD150 million in 2024; - EBITDA margins improving from around 40% to around 55% as improving tenancy drives economies of scale; - Capex around USD100 million in 2023 and USD110 million in 2024 and 2025; - Net debt to EBITDA ratio around 8.0x in 2023 and close to 7.5x in 2024; - No dividend distributions. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Stronger than expected revenue growth over the medium term, driving EBITDA margins over 60%; - Net leverage sustained below 6.5x; - Neutral FCF. Factors that could, individually or collectively, lead to negative rating action/downgrade: - A delay or inability to execute business plan as envisioned; - Revenue growth in the medium term slowing to the mid-single digits, with EBITDA margins of around 50%; - Net leverage sustained above 7.5x; - The loss of a major tower tenant, while unlikely, could drive a downgrade of the ratings. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of Sept. 30, 2022, ATP had readily available cash and equivalents of USD12 million and USD86 million maturing in 2024. ATP has historically been FCF negative; Fitch expects this trend to continue as ATP invests in network improvement and expansion. ATP's financial flexibility and liquidity are constrained by its high investment requirements over the next two years. The company has close to USD100 million of additional liquidity available from various credit facilities, which can be used to cover projected negative FCF in 2023. Fitch expects organic capex, rather than M&A, to drive most the company's growth. The company's total financial debt as of YE 2022 was USD375 million of 2026 notes and bank debt of approximately USD85 million. The 2026 notes principal and interest is fully hedged to the local currencies of Chile, Colombia and Peru since the notes issuance on an evenly split basis. Adjusted financial debt as of YE 2022 was approximately USD410 million, reflecting the hedge of the principal. ISSUER PROFILE ATP Tower Holdings, LLC is a privately-owned provider of digital and telecommunication infrastructure in the Andean region, with operations mainly in Colombia, Peru and Chile. ATP owns, operates, manages, and leases telecommunications towers, rooftops, small cells, distributed antenna systems (DAS), optical fiber networks & nodes, and C-RAN solutions. 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 ----------- ------ ----- ATP Tower Holdings, LLC LT IDR BB Downgrade BB+ senior secured LT BB- Downgrade BB+ AYALA PHARMACEUTICALS: Kost Replaces Marcum as Auditor ------------------------------------------------------ The Audit Committee of the Board of Directors of Ayala Pharmaceuticals, Inc. determined to discontinue the engagement of Marcum LLP as the Company's independent registered public accounting firm. Marcum's audit report on the consolidated financial statements of the Company for the fiscal years ended Oct. 31, 2022 and Oct. 31, 2021 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles, except for an explanatory paragraph as to the Company's ability to continue as a going concern. In connection with the audits of the Company's consolidated financial statements for each of the two fiscal years ended Oct. 31, 2022 and Oct. 31, 2021, and in the subsequent interim period through the date of the termination of Marcum, there were no disagreements with Marcum on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreement in its report on such financial statements. On April 5, 2023, the Audit Committee approved the engagement of Kost, Forer, Gabbay & Kasierer, a Member of EY Global ("KFGK") as the Company's independent registered public accounting firm to audit the consolidated financial statements of the Registrant for the fiscal year ending Dec. 31, 2023. During the two most recent fiscal years of the Company and through April 5, 2023, the date of the engagement of KFGK, neither the Company nor any person on its behalf has consulted with KFGK with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements or (ii) any matter that was either the subject of a "disagreement" or a "reportable event" as such terms are described in Items 304(a)(1)(iv) or 304(a)(1)(v), respectively, of Regulation S-K promulgated under the under the Securities Exchange Act of 1934, as amended. About Ayala Pharmaceuticals Formerly known as Advaxis, Inc., Ayala Pharmaceuticals, Inc. is a clinical-stage oncology company focused on developing and commercializing small molecule therapeutics for patients suffering from rare and aggressive cancers, primarily in genetically defined patient populations. Ayala reported a net loss of $14.36 million for the year ended Oct. 31, 2022, compared to a net loss of $17.86 million for the year ended Oct. 31, 2021. As of Oct. 31, 2022, the Company had $25.93 million in total assets, $2.30 million in total liabilities, and $23.63 million in total stockholders' equity. New York, NY-based Marcum LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated Feb. 9, 2023, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. B AND C BROS: Seeks Cash Collateral Access ------------------------------------------ B and C Bros., LLC asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to operate on a daily basis for operating expenses and payroll. On May 4 and May 9, 2022, and on and other times thereafter, the Debtor entered into two loans with Celtic Bank and its servicer, OnDeck. Celtic Bank, through OnDeck, loaned the Debtor approximately $120,000. It appears from the Celtic Loans that the bank may have a valid security interest in all of the Debtor's tangible and intangible assets. The Debtor has not obtained UCC information to confirm the priority or even the existence of the Celtic Loans. The Debtor's former payroll and accounts payable manager made substantial errors in paying independent contractors that caused the Debtor's significant financial problems and caused the filing of the chapter 11 case. The Debtor avers that the Potential Celtic Security Interests, by operation of law, may provide Celtic with a lien on new receivables incurred post-bankruptcy. The Debtor proposes that Celtic will be adequately protected by its alleged first position lien on post-bankruptcy receivables, to the extent that the Debtor does not avoid or cram down the lien. The Debtor believes the request to use cash collateral is proper, reasonable and necessary to continue the Debtor's operations. The Debtor further requests that it be permitted to temporarily keep its current bank account at TD Bank in addition to its applied-for Wells Fargo DIP accounts. Pre-petition bank account transactions need to clear in order to maintain proper financial records. A copy of the motion is available at https://bit.ly/3KG8HMu from PacerMonitor.com. About B and C Bros., LLC B and C Bros., LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 23-10986) on April 3, 2023. In the petition signed by Bill Davies, managing member, the Debtor disclosed up to $50,000 in both assets and liabilities. Maggie Soboleski, Esq., at Center City Law Offices, LLC, represents the Debtor as legal counsel. BAYTEX ENERGY: Moody's Hikes CFR to Ba3 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service upgraded Baytex Energy Corp.'s corporate family rating to Ba3 from B1, the probability of default rating to Ba3-PD from B1-PD and the senior unsecured notes rating to B1 from B3. The speculative grade liquidity (SGL) rating was changed to SGL-2 (good) from SGL-1 (very good). The outlook was changed from rating under review to stable. This concludes the review initiated on February 28, 2023. At the same time, Moody's assigned a B1 rating to Baytex's proposed US$750 million senior unsecured notes due 2030. The conclusion of the review reflects clarity around the final post-transaction capital structure in line with the new notes offering to partially fund the US$2.4 billion acquisition of Ranger Oil Corporation ("Ranger"), an oil and gas producer based in Eagle Ford. The remainder of the transaction will be funded with a new term loan, drawings under the revolver and roughly $1.2 billion of Baytex equity. "The upgrade reflects Baytex's stronger operational profile pro-forma for the acquisition of Ranger, complemented by Moody's expectation for ongoing debt reduction supporting solid metrics," said Whitney Leavens, Moody's analyst. The transaction will slow the deleveraging trend at Baytex with debt-to-production rising to over US$16,000/boe (pro-forma) from around US$10,000/boe at year end 2022; however, a materially larger production base and stronger cash margins post acquisition will support better durability in a low-price environment, and Moody's expects management to consistently allocate free cash flow toward debt reduction in accordance with its track record. Upgrades: Issuer: Baytex Energy Corp. Corporate Family Rating, Upgraded to Ba3 from B1 Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Senior Unsecured Regular Bond/Debenture, Upgraded to B1 (LGD5) from B3 (LGD5) Downgrades: Issuer: Baytex Energy Corp. Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 Assignments: Issuer: Baytex Energy Corp. Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5) Outlook Actions: Issuer: Baytex Energy Corp. Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE Baytex's rating is supported by: 1) strong credit metrics, including RCF to debt sustained above 60% at Moody's medium-term prices; 2) meaningful geographic and product diversification, with production weighted toward higher-value liquids; and 3) free cash flow supporting steady debt reduction and good liquidity. The rating is challenged by: 1) high F&D costs that reduce resiliency during commodity downturns; 2) price volatility tied to Canadian heavy oil (WCS) exposure; and 3) a small production and reserves base relative to peers. Baytex has good liquidity (SGL-2). Pro-forma for the Ranger transaction, Baytex will have minimal cash on hand and about US$340 million (C$460 million) available under a committed US$1.1 billion (C$1.485 billion) revolving credit facility expiring April 2026. Moody's expects close to C$500 million in free cash flow over the twelve months ending June 2024 under mid-cycle prices. Baytex's next debt maturity includes the new $250 million term loan due 2025. Moody's expects Baytex to remain comfortably in compliance with maintenance covenants (including debt to EBITDA less than 2x and interest coverage of more than 3.5x). Pro-forma for the transaction, the senior unsecured notes are rated B1, one notch below the Ba3 CFR, reflecting the first priority security interest of Baytex's senior secured US$1 billion revolving credit facility (due April 2026) and US$250 term loan (due April 2025). The stable outlook reflects Moody's expectation that Baytex will sustain strong credit metrics underpinned by the allocation of free cash flow toward debt reduction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Baytex meaningfully grows reserves and production with improving capital efficiency while delivering consistent free cash flow and maintaining low debt levels. An upgrade would also require the maintenance of good liquidity, RCF to debt above 50% and LFCR above 2x. The ratings could be downgraded if retained cash flow to debt falls below 30%, LFCR is sustained below 1.5x, financial policy becomes more aggressive, or liquidity weakens. Baytex Energy Corp. is a publicly listed Calgary, Alberta-based independent exploration and production company. The principal methodology used in these ratings was Independent Exploration and Production published in December 2022. BERNARD L. MADOFF: ABN/Fortis Defendants Must Face Clawback Suit ---------------------------------------------------------------- In the Adversary Proceeding captioned as SECURITIES INVESTOR PROTECTION CORPORATION, Plaintiff-Applicant, v. BERNARD L. MADOFF INVESTMENT SECURITIES LLC, Defendant. In re: BERNARD L. MADOFF, Debtor. IRVING H. PICARD, Trustee for the Liquidation of Bernard L. Madoff Investment Securities LLC, Plaintiff, v. ABN AMRO BANK (IRELAND), LTD, (f/k/a FORTIS PRIME FUND SOLUTIONS BANK (IRELAND) LIMITED) and ABN AMRO CUSTODIAL SERVICES (IRELAND), LTD (f/k/a FORTIS PRIME FUND SOLUTIONS CUSTODIAL SERVICES (IRELAND) LTD.), Defendants, Case No. 08-01789 (CGM), (Substantively Consolidated), Adv. Pro. No. 10-05355 (CGM), (S.D.N.Y.), Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the Southern District of New York denies the motion to dismiss filed by the Defendants', ABN AMRO Bank (Ireland) Ltd. (f/k/a Fortis Prime Fund Solutions Bank (Ireland) Ltd.) (n/k/a ABN AMRO Retained Custodial Services (Ireland) Limited) and ABN AMRO Custodial Services (Ireland) Limited (f/k/a Fortis Prime Fund Solutions Custodial Services (Ireland) Ltd.). In his Complaint, Irving Picard, the trustee for the liquidation of Bernard L. Madoff Investment Securities LLC seeks to recover subsequent transfers allegedly consisting of BLMIS customer property. According to the Complaint, "in 2005, Fortis formally unified all of its onshore and offshore fund service entities, including Defendants." The transfers at issue in this Complaint, arise out of a swap transaction that ABN/Fortis Fund Bank entered into with Rye Select Broad Market Fund (Rye XL Fund) on May 2, 2007. According to the Complaint, the Defendants (via their umbrella organization, Fortis) entered into the Swap Transaction knowing that BLMIS "was not actually trading and/or did not have custody of customer assets." By entering the Swap Transaction, ABN/Fortis Fund Bank "earned millions of dollars in fees on the spread of the floating interest rate alone," while believing it could "minimize or shift the risk of any loss." Via the Complaint, the Trustee is seeking "to recover $265.5 million in subsequent transfers that the Defendants received from Rye Broad Market Fund by redeeming shares they owned or partnership interests they held in Broad Market Fund; and from Rye XL Fund, both of which were operated by Tremont." Of the $265.5 million, approximately $235.5 million was transferred from Rye XL to ABN/Fortis Fund Bank, between May 2, 2007 and May 1, 2008, as collateral under the Swap Transaction. The Defendants filed a motion to dismiss the Trustee's complaint against them. In the motion to dismiss, they assert the "safe harbor" and the "good faith and for value" affirmative defenses. The Defendants have raised the "safe harbor" defenses found in Section 546(g) and § 546(e) of the Bankruptcy Code because it protects certain transfers from being clawed back into the estate by the Trustee. The Court agrees with the dicta set forth by the Court of Appeals for the Second Circuit in the case of Picard v. Ida Fishman Revocable Trust (In re BLMIS), 773 F.3d 411, 420 (2d Cir. 2014), where the Second Circuit determined that, "in many of the Trustee's avoidance actions, Section 546(e) applied because BLMIS' transfers to its customers qualified as payments made 'in connection with' securities contracts between BLMIS and its customers. However, the safe harbor does not apply, by its plain terms, to transfers where the transferee is complicit in BLMIS' fraud. This is because 'any transferee who knew the transfers it received from Madoff Securities contained only stolen proceeds also knew those transfers were neither settlement payments nor transfers in connection with a security agreement' and therefore, Section 546(e) cannot apply." Moreover, the Court holds that "whether the safe harbor applies to the initial transfers under the theory that BLMIS' transfers to the initial transferees were made in connection with different contracts (rather than the contracts with BLMIS) is not answerable on the pleadings. If such a fact-specific determination is needed, the Court will make it with the benefit of a full factual record." Finally, the Court finds that "the Complaint does not support the Defendant's affirmative defense of good faith on its face. . . The Trustee has dedicated forty-two pages to Defendants' knowledge of BLMIS' fraud, its lack of good faith, and its willful blindness to red flags. The Trustee has alleged that by 2003 Fortis had identified many indices of fraud at BLMIS. One glaring allegation is that 'Fortis decided to enter into the Swap Transaction and to hedge its obligations by investing in Broad Market Fund -- but not before first obtaining certain special rights and built-in protections that would minimize the Defendants' losses if BLMIS were in fact engaging in fraud' . . . That pre-existing willful blindness was now compounded by Fortis' decision to enter into the Swap Transaction while ignoring the fact that that it also now was aware that previous representations made by both BLMIS and Tremont about a material part of BLMIS' investment trading strategy were being contradicted. This contradiction is a further exhibition of willful blindness regarding the possibility of fraud at BLMIS." The burden of proving good faith falls squarely on the Defendants and the Court cannot make a determination on the Defendants' affirmative defense until after a fact-intensive inquiry. Discovery is required on this issue. A full-text copy of the Memorandum Decision dated March 28, 2023, is available https://tinyurl.com/5yy7aksp from Leagle.com. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of Jan. 31, 2021, and since his appointment in December 2008, the SIPA Trustee has amassed more than $14.413 billion as a result of recoveries and settlement agreements. These recoveries exceed similar efforts related to prior Ponzi scheme recoveries, in terms of dollar value and percentage of stolen funds recovered. Eligible BLMIS customers have now received almost 70% of their allowed claims, and the SIPA Trustee is optimistic that this figure will rise as the Trustee secure more recoveries and distributions in the future. BERNARD L. MADOFF: Court Denies UBS Europe's Motion to Dismiss -------------------------------------------------------------- Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the Southern District of New York denies in its entirety the motion to dismiss filed by Defendant UBS Europe SE in the adversary proceeding captioned as SECURITIES INVESTOR PROTECTION CORPORATION, Plaintiff-Applicant, v. BERNARD L. MADOFF INVESTMENT SECURITIES LLC, Defendant. In re: BERNARD L. MADOFF, Debtor. IRVING H. PICARD, Trustee for the Substantively Consolidated SIPA Liquidation of Bernard L. Madoff Investment Securities LLC and the Chapter 7 Estate of Bernard L. Madoff, Plaintiff, v. UBS EUROPE SE, formerly known as UBS Deutschland AG, as successor-in-interest to Dresdner Bank Lateinamerika AG, and LGT BANK (SWITZERLAND) LTD. as successor-in-interest to Dresdner Bank (Schweiz) AG, Defendants, Case No. 08-01789 (CGM) (Substantively Consolidated), Adv. Pro. No. 12-01577 (CGM), (S.D.N.Y.). Irving Picard, the trustee for the liquidation of Bernard L. Madoff Investment Securities LLC seeks to recover $9.3 million in subsequent transfers made to Dresdner Bank Lateinamerika AG through their successor-in-interest, UBS Europe SE, and for transfers made directly to UBS Europe. The subsequent transfers were derived from investments with BLMIS made by Fairfield Sentry Limited and Fairfield Sigma Limited. Fairfield Sentry and Fairfield Sigma are considered "feeder funds" of BLMIS because the intention of the funds was to invest in BLMIS. In its motion to dismiss, Defendant argues that the Trustee has failed to plead personal jurisdiction and that Defendant received BLMIS customer property. In the Complaint, the Trustee has pleaded "UBS Europe is subject to personal jurisdiction in this judicial district as successor-in-interest to DBLA." The Trustee alleges that DBLA "knowingly directed funds to be invested with and then redeemed from New York-based BLMIS through Fairfield Sentry and Sigma." Regardless of whether the Court has jurisdiction over UBS Europe through its predecessor DBLA's contacts, the Trustee has also shown that UBS Europe made its own contacts with New York in connection with the Fairfield Funds. The Trustee has shown that UBS Europe communicated regularly with FGG about UBS's shares in the Fairfield Funds and subscriptions being made by UBS. The Court finds and concludes that the Complaint contains allegations that are legally sufficient to constitute a prima facie showing of jurisdiction over UBS Europe, both as a successor-in-interest to DBLA and on its own accord. By alleging that the Defendant intentionally invested in BLMIS, the Trustee has met his burden of alleging jurisdiction as to each subsequent transfer that originated with BLMIS. And by alleging that Defendant used a New York bank account, the Trustee has met his burden of alleging jurisdiction over each transfer that received through that New York bank account. Next, the Defendant has raised the "safe harbor" defense, found in Section 546(e) of the Bankruptcy Code, to the Trustee's allegations. The Court agrees with the dicta set forth by the Court of Appeals for the Second Circuit in the case of Picard v. Ida Fishman Revocable Trust (In re BLMIS), 773 F.3d 411, 420 (2d Cir. 2014), where the Second Circuit determined that, "in many of the Trustee's avoidance actions, Section 546(e) applied because BLMIS' transfers to its customers qualified as payments made 'in connection with' securities contracts between BLMIS and its customers. However, the safe harbor does not apply, by its plain terms, to transfers where the transferee is complicit in BLMIS' fraud. This is because 'any transferee who knew the transfers it received from Madoff Securities contained only stolen proceeds also knew those transfers were neither settlement payments nor transfers in connection with a security agreement' and therefore, Section 546(e) cannot apply." Moreover, the Court holds that "whether the safe harbor applies to the initial transfers under the theory that BLMIS’ transfers to the initial transferees were made in connection with different contracts (rather than the contracts with BLMIS) is not answerable on the pleadings. If such a fact-specific determination is needed, the Court will make it with the benefit of a full factual record." The Defendant further argues that it took subsequent transfers "for value, in good faith, and without knowledge of the voidability of the transfer avoided." The Court holds that "value" is the Defendant's burden to plead and prove. Whether the Defendant gave value is a question of fact to be resolved either at the summary judgment stage or at trial. Likewise, the burden of proving good faith falls squarely on the Defendant, and the Court cannot make a determination on Defendant's affirmative defense until after a fact-intensive inquiry -- discovery is required on this issue. Good faith is linked with whether one had knowledge of the voidability of the transfer. Section 550(b)(1) provides a defense to recovery making lack of knowledge the Defendant's burden to plead and prove. It is a fact-intensive inquiry. Finally, UBS Europe argues that it was a "mere conduit" and not a subsequent transferee because the Trustee did not allege facts suggesting that DBLA exercised dominion and control over, or held legal title to, the money it received from Fairfield Sentry or acted with discretion for using transfers it received. The Court points out that UBS Europe has failed to even identify for whom they or DBLA was allegedly acting as a conduit. As such, the Court concludes that the Trustee has plausibly alleged that DBLA exercised dominion and control over the investments and redemption of BLMIS customer property. However, the Defendant is free to plead and prove otherwise at a later stage of litigation. A full-text copy of the Memorandum Decision dated March 28, 2023, is available https://tinyurl.com/4rdpxfas from Leagle.com. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of Jan. 31, 2021, and since his appointment in December 2008, the SIPA Trustee has amassed more than $14.413 billion as a result of recoveries and settlement agreements. These recoveries exceed similar efforts related to prior Ponzi scheme recoveries, in terms of dollar value and percentage of stolen funds recovered. Eligible BLMIS customers have now received almost 70% of their allowed claims, and the SIPA Trustee is optimistic that this figure will rise as the Trustee secure more recoveries and distributions in the future. BERNARD L. MADOFF: Court Grants Hebrew University's Bid to Dismiss ------------------------------------------------------------------ Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the Southern District of New York grants the motion to dismiss filed by the Defendants: The Hebrew University of Jerusalem, Yissum Research Development Company of The Hebrew University of Jerusalem Ltd., Ben-Gurion University of the Negev, B.G. Negev Technologies and Applications Ltd., Weizmann Institute of Science, and Bar Ilan University. Irving Picard, the trustee for the liquidation of Bernard L. Madoff Investment Securities LLC seeks to recover subsequent transfers -- approximately $49.7 million of BLMIS customer property that the Defendants allegedly received from transfers from the Yeshaya Horowitz Association BLMIS Account. YHA was a BLMIS account holder, founded for the purpose of providing funding to institutions like the Defendants. YHA's account was funded by transfers of BLMIS customer property from two accounts held by Magnify, Inc. Magnify was a shell company, into which Bernard Madoff transferred fictitious profits. The Transfers from Magnify's BLMIS account to YHA's were made "internally . . . at BLMIS on paper." The Defendants then allegedly, via agents, "solicited, facilitated, and received funding" in the form of grants from YHA. In this way, YHA acted "as a vehicle to funnel funds from the New York-based BLMIS and the YHA BLMIS Account to Israeli institutions" like the Defendants. The Defendants seek dismissal of the Trustee's complaint, arguing that the complaint fails to adequately plead minimum contacts, that any exercise of jurisdiction over the Defendants would be unreasonable because: the Defendants are being asked to defend this suit some 5700 miles from home, the Trustee "brought suit, six years ago, in a different forum (Israel) seeking the same recovery and more," relief can be obtained in the Israeli action, the suit can be most efficiently conducted in Israel due to the presence of Defendants and witnesses, and bringing suit in the United States "harms Israel's own sovereign interest in adjudicating disputes arising out of its domestic transfers." In the Complaint, the Trustee argues that the Defendants purposefully availed themselves of the laws of the United States and New York through individuals who acted as their agents. The Court finds that in the Israeli action, the Trustee has already brought claims as a successor-in-interest to BLMIS under Israeli Unjust Enrichment Law, alleging that the Defendants were enriched by receiving money that consisted of fictitious profit from the BLMIS Ponzi scheme. That case has pended for over six years and has advanced to discovery. Thus, the Court concludes that proceeding with litigation in the United States is unlikely to be an efficient resolution of the controversies with the Israeli suit already six years pending. Furthermore, as noted by the Defendants, all relevant witnesses and evidence are located in Israel. The Court finds and concludes that the Trustee has failed to show minimum contacts supporting personal jurisdiction. Even if the Court were to allow the imputation of the actions of the purported agents to the Defendants, the attenuated and weak contacts between New York and the Defendants would demand a strong showing of reasonableness. That showing is not present here. The Trustee has not made a prima facie showing of personal jurisdiction with respect to the subsequent transfers at issue in this Complaint. The adversary proceeding is captioned as SECURITIES INVESTOR PROTECTION CORPORATION, Plaintiff-Applicant, v. BERNARD L. MADOFF INVESTMENT SECURITIES LLC, Defendant. In re: BERNARD L. MADOFF, Debtor. IRVING H. PICARD, Trustee for the Liquidation of Bernard L. Madoff Investment Securities LLC, Plaintiff, v. THE HEBREW UNIVERSITY OF JERUSALEM, YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM LTD., BEN-GURION UNIVERSITY OF THE NEGEV, B.G. NEGEV TECHNOLOGIES AND APPLICATIONS LTD., THE WEIZMANN INSTITUTE OF SCIENCE, and BAR ILAN UNIVERSITY, Defendants, Case No. 08-01789 (CGM), Adv. Pro. No. 21-01190 (CGM), (S.D.N.Y.). A full-text copy of the Memorandum Decision dated March 28, 2023, is available https://tinyurl.com/5db9nhdh from Leagle.com. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of Jan. 31, 2021, and since his appointment in December 2008, the SIPA Trustee has amassed more than $14.413 billion as a result of recoveries and settlement agreements. These recoveries exceed similar efforts related to prior Ponzi scheme recoveries, in terms of dollar value and percentage of stolen funds recovered. Eligible BLMIS customers have now received almost 70% of their allowed claims, and the SIPA Trustee is optimistic that this figure will rise as the Trustee secure more recoveries and distributions in the future. BIO365 LLC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Bio365 LLC 122 Calistoga Road, Suite 613 Santa Rosa, CA 95409-3702 Business Description: bio365 produces biologically activated and nutrient dense biochar soils for professional cultivation. Chapter 11 Petition Date: April 12, 2023 Court: United States Bankruptcy Court Northern District of California Case No.: 23-10180 Judge: Hon. William J. Lafferty Debtor's Counsel: Kevin H. Morse, Esq. CLARK HILL PLC 130 E. Randolph Street Suite 3900 Chicago, IL 60601 Tel: (312) 985-5556 Email: kmorse@clarkhill.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Robert Marcus as chief restructuring officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/I2IQWEQ/Bio365_LLC__canbke-23-10180__0001.1.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/I7ZZK5Y/Bio365_LLC__canbke-23-10180__0001.0.pdf?mcid=tGE4TAMA BLUE DIAMOND ENERGY: Hits Chapter 11 Bankruptcy Protection ---------------------------------------------------------- Blue Diamond Energy Inc. filed for chapter 11 protection in the Southern District of Mississippi. Blue Diamond Energy disclosed $32,465,000 in assets against $25,350,000 in liabilities as of March 31, 2023. Blue Diamond owns and controls Escambia Aset Co LLC and Escambia Operating Co., LLC, which own an old aging refinery and associated wells and fields near Atmore, Alabama. The petition states that funds will be available to unsecured creditors. About Blue Diamond Energy Blue Diamond Energy Inc. and affiliates Escambia Operating Co., LLC and Escambia Asset Company, LLC, each filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Lead Case No. 23-50490) on April 3, 2023. In the petition filed by Thomas Swarek, as president, Blue Diamond reported assets and liabilities between $10 million and $50 million. Honorable Bankruptcy Judge Jamie A. Wilson oversees the case. The Debtor is represented by: Steve Wright Mullins, Sr., Esq. Mullins Law Firm 1261 Pass Road, Gulfport, MS 39501 1261 Pass Road Gulfport, Ms 39501 Mobile, AL 36689-5566 Tel: 228-218-3534 Email: Jackfish28@gmail.co BOXED INC: Gets OK to Hire Epiq as Claims and Noticing Agent ------------------------------------------------------------ Boxed Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Epiq Corporate Restructuring, LLC as their claims and noticing agent. Epiq will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of the Debtors. The hourly rates of Epiq's professionals are as follows: IT/Programming $65 - $85 Case Managers/Consultants/ Directors/Vice Presidents $85 - $175 Solicitation Consultant $175 Executive Vice President, Solicitation $185 In addition, Epiq will seek reimbursement for expenses incurred. Kate Mailloux, senior director at Epiq, disclosed in a court filing that her firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kate Mailloux Epiq Corporate Restructuring, LLC 777 Third Avenue, 12th Floor New York, NY 10017 Telephone: +1 646 282 2532 Email: kmailloux@epiqglobal.com About Boxed Inc. Boxed, Inc. (OTCMKTS: BOXDQ) -- http://www.boxed.com/-- is an e-commerce retailer and an e-commerce enabler in New York. It 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 and four affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10397) on April 2, 2023. In the petition signed by its chief executive officer, Chieh Huang, Boxed disclosed $100 million to $500 million in both assets and liabilities. Judge Brendan Linehan Shannon presides over the cases. The Debtors tapped Freshfields Bruckhaus Deringer US, LLP and Potter Anderson & Corroon, LLP as legal counsels; FTI Consulting, Inc. as financial advisor; and Solomon Parners, L.P. as investment banker. Epiq Corporate Restructuring, LLC is the claims and noticing agent and administrative advisor. BOY SCOUTS OF AMERICA: Says Stay Will Endanger Chapter 11 Plan -------------------------------------------------------------- Rick Archer of Law360 reports that the Boy Scouts of America is asking a Delaware federal judge not to pause the implementation of its Chapter 11 plan while objectors file appeals, saying a delay would endanger recoveries to sexual abuse survivors and the organization as a whole. As reported in the TCR, the insurers that contested the Chapter 11 plan of the Boy Scouts of America have filed a motion to stay the implementation of the plan, which calls for the creation of a $2. 5 billion settlement fund for 82,000 victims of childhood sexual abuse, saying they should have a chance to appeal to the Third Circuit before the plan goes into effect. Earlier, a Delaware federal judge on March 28, 2023, issued a 150-page opinion affirming a bankruptcy court's approval of the Boy Scouts' Chapter 11 plan, which will establish the largest sex abuse settlement in US history. The judge rejected arguments from several insurance companies, as well as two individual groups of abuse survivors, that have opposed features of the deal. The settlement was supported by a large majority of the roughly 82,000 abuse claimants. Ted Boutros, an attorney representing non-settling insurers, said the reorganization plan was not proposed in good faith and improperly strips non-settling insurers of their rights to challenge the claims. "We're just asking for fairness," Boutros told U.S. District Court Judge Richard Andrews, who began hearing two days of arguments in appeals by certain insurers and sexual abuse claimants. In September 2022, U.S. Bankruptcy Judge Laurie Selber Silverstein approved a $2.46 billion reorganization plan that would allow the Irving, Texas-based Boy Scouts of America to continue operating while compensating tens of thousands of men who say they were sexually abused as children while involved in Scouting. 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. BRAINERD INDUSTRIES: Hires Coolidge Wall as Bankruptcy Counsel -------------------------------------------------------------- Brainerd Industries Incorporated seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to employ Coolidge Wall Co., LPA as its bankruptcy counsel. The firm will render these services: a. advise the Debtor with respect to its powers and duties as the debtor-in-possession in the continued management and operation of its business; b. attend meeting and negotiate with representatives of creditors and other parties of interest; c. take all necessary action, in accordance with the Trustee, to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any action commenced against the Debtor, negotiations concerning all litigation in which the Debtor is involved, and objections to claims filed against the estate; d. prepare on behalf of the Debtor certain motions, applications, answers, orders, reports and papers necessary to the administration of the estate; e. promote the plan of reorganization, disclosure statement, and all related agreements and documents filed contemporaneously herewith or hereafter, and take any necessary action on behalf of the Debtor to obtain confirmation of such plan, as necessary; f. advise the Debtor in connection with any potential sale of assets; g. appear before this Court, any appellate courts and the United States Trustee and protect the interests of the Debtor's estate before such Courts and the United States Trustee; h. consult with the Debtor regarding tax matters; and i. perform all necessary legal services and provide all other necessary legal advice to the Debtor in connection with this Chapter 11 case. The firm will be paid at these rates: Patricia J. Friesinger, Esq. $360 per hour Attorney $225 to $525 per hour Paralegal $160 to $250 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received from the Debtor a retainer of $20,000. Patricia Friesinger, Esq., an attorney at Coolidge Wall Co., disclosed in a court filing that her firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Patricia J. Friesinger, Esq. Coolidge Wall Co., LPA 33 West First Street, Suite 600 Dayton, OH 45402 Tel: (937) 223-8177 Fax: (937) 223-6705 Email: friesinger@coollaw.com About Brainerd Industries Brainerd Industries Incorporated is a fabricated metal product manufacturer in Miamisburg, Ohio. Brainerd Industries Incorporated filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-30432) on March 22, 2023. In the petition filed by Gregory W. Fritz as president, the Debtor reported assets and liabilities between $1 million and $10 million each. The case is overseen by Honorable Bankruptcy Judge Guy R. Humphrey. The Debtor is represented by Coolidge Wall Co., L.P.A. BSPV-PLANO LLC: Says Bond Trustee Disclosures Misleading -------------------------------------------------------- BSPV-Plano, LLC, objects to the Disclosure Statement in support of the Chapter 11 Plan of Reorganization filed by The Huntington National Bank as Bond Trustee. The Debtor was formed in May 2018 to acquire, own, develop, and operate the Project. The Project development was intended to be financed through the issuance of 4 series of revenue bonds that are governed by that certain Trust Indenture dated December 1, 2018, a related Loan Agreement dated December 1, 2018, and related transactional documents. As the Debtor has always believed, the true motives of the Bond Trustee, or rather a handful of large institutions which control the Bond Trustee through their first-priority series A bonds, have become clear: to force a sale of the Project under which A and B series bondholders make an arbitrage and are paid windfall redemption and prepayment fees, at the expense of the junior C and D bondholders and all other creditors. The Debtor contends that the Bond Trustee devotes much of its Disclosure Statement to misleading and outright false ad hominem attacks on the Debtor and its sponsors rather than talk about its own proposed plan. It seeks to paint the Debtor as incompetent and as solely responsible for delays and defaults, without acknowledging the millions that the Debtor's sponsor have invested, without acknowledging the external reasons for the delays, and without taking any responsibility itself. The Debtor asserts that post-petition the value of the Project has grown by more than $12 million, equity has contributed millions towards completion and will contribute millions more, the Project is almost fully complete, and there is no longer any question that it will be complete in a matter of weeks. There is ample value there to pay all creditors in full—even equity is in the money—if a forced sale is avoided. The Bond Trustee ignores these facts and this reality, instead seeking to obtain votes for a sale plan that will most likely not pay all creditors in full. The Debtor further asserts that the Disclosure Statement and Plan are structured in an intentionally misleading manner that knowingly misrepresents to creditors of the Estate that the Plan has some hope (and intention) of paying all claims in full, so that the Bond Trustee can complete its strategy of stealing the equity in the Project produced by the Debtor's constant toils and commitments in the most hostile circumstances. And, the Bond Trustee then proposes that it obtain a full release for itself in clear violation of Fifth Circuit law. Moreover, that the Debtor missed many of its cash collateral milestones is not in dispute. However, the Bond Trustee's characterization of these misses as the Debtor's fault is highly misleading: the Bond Trustee's own third-party construction expert shared in the Debtor's estimates of construction and occupancy timetables, and the Bond Trustee agreed to these milestones reasonably expecting—exactly like the Debtor—that the milestones would be met. The Disclosure Statement should reflect these facts. A full-text copy of the Debtor's objection to Bond Trustee's Disclosure Statement dated April 10, 2023 is available at https://bit.ly/3zZGXxo from PacerMonitor.com at no charge. Attorneys for the Debtor: Jay H. Ong, Esq. Davor Rukavina, Esq. Thomas D. Berghman, Esq. MUNSCH HARDT KOPF & HARR, P.C. 500 N. Akard Street, Suite 3800 Dallas, TX 75202-2790 Telephone: (214) 855-7500 Facsimile: (214) 855-7584 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. CALDWELL INDUSTRIES: Seeks to Hire Eric Liepins as Legal Counsel ---------------------------------------------------------------- Caldwell Industries GP, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eric A. Liepins, PC as its bankruptcy counsel. The Debtor requires the assistance of a counsel for the purpose of orderly liquidating the assets, reorganizing the claims of the estate, and determining the validity of claims asserted in the estate. The hourly rates of the firm's counsel and staff are as follows: Eric A. Liepins $275 Paralegals and Legal Assistants $30 - $50 In addition, the firm will seek reimbursement for expenses incurred. The firm has been paid a retainer of $5,000 plus filing fee. Mr. Liepins, the sole shareholder of the 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: Eric A. Liepins, Esq. Eric A. Liepins, PC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 Email: eric@ealpc.com About Caldwell Industries GP Caldwell Industries GP, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-40956) on Apr. 3, 2023, listing under $1 million in both assets and liabilities. Judge Edward L. Morris oversees the case. Eric A. Liepins, PC serves as the Debtor's counsel. CENTEX REI LLC: Hits Chapter 11 Bankruptcy Protection ----------------------------------------------------- Centex REI LLC filed for chapter 11 protection without stating a reason. According to court filings, Centex REI LLC estimates between $1 million and $10 million in debt owed to 1 to 49 creditors. The bare-bones petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for May 2, 2023 at 1:30 p.m. in Room Telephonically on telephone conference line: (866)909-2905 (participant passcode: 5519921#). About Centex REI LLC Centex REI LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-50371) on April 3, 2023. In the petition filed by Manauel Garcia, as member, the Debtor reported assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Michael M Parker handles the case. The Debtor is represented by: Morris E. "Trey" White, III, Esq. Villa & White LLP 13303 Wind Ridge Helotes, TX 78023 CHIMICHURRI CHICKEN: Taps Wisdom Professional as Accountant ----------------------------------------------------------- Chimichurri Chicken Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Wisdom Professional Services, Inc. to prepare its monthly operating reports. The firm received an initial retainer fee in the amount of $2,500. As disclosed in court filings, Wisdom Professional Services is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Shtarkman, CPA Wisdom Professional Services, Inc. 626 Sheepshead Bay Road Suite 640 Brooklyn, NY 11224 Phone: +1 718-554-6672 Email: mshtarkmancpa@gmail.com About Chimichurri Chicken Corp. Chimichurri Chicken Corp. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-40453) on Feb. 9, 2023, with $50,001 to $100,000 in both assets and liabilities. Judge Nancy Hershey Lord oversees the case. The Debtor tapped Alla Kachan, Esq., at the Law Offices of Alla Kachan P.C. as legal counsel and Wisdom Professional Services, Inc. as accountant. CINEMEDIA LLC: Moody's Lowers PDR to D-PD Amid Bankruptcy Filing ---------------------------------------------------------------- Moody's Investors Service downgraded National CineMedia, LLC's (NCM) Probability of Default Rating to D-PD from C-PD/LD. Moody's affirmed NCM's all other ratings, including the C Corporate Family Rating. The outlook remains stable. These actions follow NCM's announcement that it had filed a petition for reorganization under Chapter 11 of the US Bankruptcy Code [1]. Subsequent to the actions, Moody's will withdraw NCM's ratings because of the company's bankruptcy filing. The following rating actions were taken: Affirmations: Issuer: National CineMedia, LLC Corporate Family Rating, Affirmed C Senior Secured Bank Credit Facility, Affirmed Ca (LGD4) Senior Secured Regular Bond/Debenture, Affirmed Ca (LGD4) Senior Unsecured Regular Bond/Debenture, Affirmed C (LGD6) Downgrades: Issuer: National CineMedia, LLC Probability of Default Rating, Downgraded to D-PD from C-PD /LD Outlook Actions: Issuer: National CineMedia, LLC Outlook, Remains Stable RATINGS RATIONALE The downgrade of the PDR reflects the company's bankruptcy filing. The C CFR, Ca senior secured term loan and bond ratings and the C senior unsecured bond rating reflect Moody's expectation of loss to the debtholders as the company intends to convert all outstanding debt into equity of the newly reorganized company. Headquartered in Centennial, Colorado, National CineMedia, LLC is a privately held joint venture operator of a leading digital in-theater advertising network in North America. The principal methodology used in these ratings was Media published in June 2021. CLEANSPARK INC: Registers Additional 11M Shares Under 2017 Plan --------------------------------------------------------------- CleanSpark, Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission for the purpose of registering additional shares of the Company's Common Stock, par value $0.001 per share, under the Company's 2017 Incentive Plan, as amended. On March 8, 2023, the Company's stockholders approved an amendment to the Plan to (i) increase the number of shares of Common Stock authorized for issuance thereunder by 8,012,000 and (ii) add an evergreen provision to, on April 1st and October 1st of each year, automatically increase the maximum number of shares of Common Stock available under the Plan to 15% of the Company's outstanding shares of Common Stock, in each case as of the last day of the immediately preceding month. The number of shares of Common Stock available for grant and issuance under the Plan was therefore increased by 8,012,000 effective as of March 8, 2023, and effective April 1, 2023, such number was further increased by 3,030,569 as a result of the Evergreen Provision. This Registration Statement registers an aggregate of 11,042,569 such additional shares of Common Stock, which were available for grant and issuance under the Plan pursuant to the aforementioned increases. A full-text copy of the Registration Statement is available for free at: https://www.sec.gov/Archives/edgar/data/827876/000095017023012089/clsk_s-8_3-29-2023.htm About CleanSpark Headquartered in Bountiful, Utah, CleanSpark, Inc. -- www.cleanspark.com -- is a bitcoin mining company incorporated in Nevada, whose common stock is listed on the Nasdaq Capital Market. The Company, through itself and its wholly owned subsidiaries, has operated in the bitcoin mining sector since December 2020. The only cryptocurrency the Company mine is bitcoin. From March 2014 to June 30, 2022, the Company provided advanced energy technology solutions to commercial and residential customers to solve modern energy challenges in the alternative energy sector. CleanSpark reported a net loss of $57.33 million for the year ended Sept. 30, 2022, a net loss of $21.81 million on $39.29 million for the year ended Sept. 30, 2021, a net loss of $23.35 million for the year ended Sept. 30, 2020, and a net loss of $26.12 million for the year ended Sept. 30, 2019. As of Dec. 31, 2022, the Company had $486.79 million in total assets, $59.75 million in total liabilities, and $427.03 million in total stockholders' equity. CLEVELAND-CLIFFS INC: Fitch Gives BB- Rating on $750MM Unsec. Notes ------------------------------------------------------------------- Fitch Ratings has rated Cleveland-Cliffs Inc.'s (CLF) new $750 million senior unsecured guaranteed notes 'BB-'/'RR4'. Proceeds will be used to repay a portion of borrowings under the ABL credit facility and for general corporate purposes. KEY RATING DRIVERS Significant Debt Repayment: Cliffs' benefitted from a period of highly elevated steel prices in 2021-2022, which led to over $7.8 billion in EBITDA and $3.3 billion in Fitch-calculated FCF, combined over the two-year period. The company used cashflow primarily for debt repayment, paying down roughly $2 billion from YE 2020. In addition, Cliffs' allocated roughly $1.25 billion to share repurchases and made a roughly $790 strategic acquisition. Fitch expects EBITDA leverage, 1.5x at Dec. 31, 2022, to be slightly elevated in 2023 in line with Fitch's expectations for lower margins and economic weakness but to decline thereafter and be within levels consistent with the rating category. High-Value Add Focus: Cliffs is the largest supplier of steel to the automotive sector and one of a few North American steel producers capable of producing some of the most sophisticated grades of advanced high-strength steels and value-added stainless steel products. The company is also the only producer of grain oriented electrical steel in the U.S., used in the production of transformers, which can be used to facilitate the modernization of the electrical grid and currently the only producer of non-oriented electrical steel in the U.S., a critical component of motors used in hybrid/electric vehicles. Cliffs' produces steel grades critical to automotive light-weighting steel trends, and it is well positioned longer-term to benefit from the auto recovery and the transition to electric cars. Fitch believes U.S. auto demand is supported by consumers' post-pandemic preference for personal modes of transportation over mass transit, the average vehicle age at nearly 12 years, low unemployment and growing electric vehicle demand. Solid Operational Profile: Cliffs has significant size and scale as the largest flat-rolled steel producer and largest iron ore pellet producer in North America. Fitch views Cliffs' vertically integrated business model and self-sufficiency in iron ore requirements as benefiting margins. In addition, Cliffs' has a 1.9 million tonne HBI facility, which produces a high-quality and low-carbon intensive HBI product that can be used in Cliffs' facilities as a premium scrap alternative. Cliffs' also benefits from a higher proportion of fixed price contracts, leading to less price volatility compared with other players in the industry. Fitch believes the company's focus on higher value-added products, which have barriers to entry and are higher priced, also benefit margins. Pension Obligation Improvement: Through the AM USA acquisition, Cliff's acquired a significant amount of pension obligations. However, Cliffs reduced its net pension and other post-employment benefits (OPEB) liabilities by roughly $3.4 billion since the AM USA acquisition in 2020. Pension obligations were underfunded by approximately $300 million at YE 2022 and Cliffs expects pension/OPEB cash needs to be approximately $100 million in 2023. Fitch views the liability reduction positively and views cash needs as manageable currently. However, the associated fixed costs can wear on cash flow and can be particularly detrimental during low points in the cycle. Ferrous Processing Acquisition: In 4Q21, Cliffs acquired Ferrous Processing and Trading Company (FPT) for approximately $780 million. FPT is one of the largest processors and distributors of prime scrap in the U.S., representing roughly 15% of the domestic prime scrap market and processing approximately three million tons of scrap per year. Fitch does not expect a material amount of EBITDA contribution from the acquisition, but views it positively and strategic, as it further secures Cliff's raw materials for its steelmaking facilities. DERIVATION SUMMARY Cleveland-Cliffs is comparable in size but less diversified compared with integrated majority blast furnace steel producer United States Steel Corporation (BB/Stable). Cleveland-Cliffs is larger compared with EAF long steel producer Commercial Metals Company (BB+/Positive) in terms of steel capacity, although Cleveland-Cliffs has historically had less favorable credit metrics. Cleveland-Cliffs is also larger in terms of annual capacity, although has less favorable credit metrics compared with EAF producers Steel Dynamics, Inc. (BBB/Stable) and smaller with weaker credit metrics compared with EAF steel producer Nucor (A-/Stable). KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer - Annual steel shipments decline in 2023, then recover to around 15 million tons on average; - Relatively flat average selling prices; - EBITDA margins compress in 2023 and recover thereafter; - Lower capex in 2023, which remains roughly flat over the rating horizon; - No additional acquisitions and relatively minimal share repurchases with excess cash. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Mid-cycle EBITDA leverage expected to be sustained below 2.5x; - EBITDA margins sustained above 10%. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA leverage sustained above 3.5x; - EBITDA margins sustained below 8.5%; - Significantly weaker steel fundamentals resulting in materially lower than expected FCF generation. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: As of Dec. 31, 2022, Cliffs had $26 million in cash and cash equivalents and $2.486 billion available under its $4.5 billion ABL credit facility due 2025. The ABL credit facility matures March 13, 2025, or 91 days prior to the stated maturity date of any portion of existing debt if the aggregate amount of existing debt that matures on the 91st day is greater than $100 million. The ABL credit facility is subject to a springing 1.0x minimum fixed-charge coverage covenant when availability is less than the greater of (i) 10% of the lesser of (a) the maximum ABL amount (currently $4.5 billion) and (b) the borrowing base; and (ii) $100 million. Cliffs has no material maturities until 2026. ISSUER PROFILE Cleveland-Cliffs is a majority blast furnace producer of steel, the largest flat-rolled producer of steel and largest producer of iron ore pellets in North America. 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 ----------- ------ -------- Cleveland-Cliffs Inc. senior unsecured LT BB- New Rating RR4 CLUBCORP HOLDINGS: S&P Alters Outlook to Neg., Affirms 'CCC+' ICR ----------------------------------------------------------------- S&P Global Ratings revised its rating outlook on ClubCorp Holdings Inc. (doing business as Invited, Inc.) to negative from stable and affirmed the 'CCC+' issuer credit rating. S&P said, "We also affirmed the 'B-' issue-level rating on Invited's senior secured credit facility. We also affirmed the 'CCC-' issue-level rating on the company's $425 million senior unsecured notes due 2025. The recovery ratings on this debt remain unchanged. "The negative outlook reflects our belief that weak near-term credit measures and the upcoming maturity of Invited's $1.1 billion term loan at a time of heightened capital market uncertainty may make refinancing at acceptable terms challenging. "The revised outlook reflects increased refinancing risk and the increased likelihood of a restructuring in some form that we could view as distressed. Invited currently faces an upcoming large maturity with its $1.1 billion term loan due September 2024. Despite strong revenue and EBITDA results in 2022, we view Invited's capital structure as likely unsustainable due to high leverage and large capital expenditure (capex) to support the maintenance and growth of its business. Under the existing capital structure and our base-case assumptions, we anticipate very high leverage in the low-8x area, EBITDA coverage of interest expense in the mid-1x area, and negative free cash flow in 2023. In 2024, we expect leverage will potentially improve modestly to just under 8x, but we forecast EBITDA coverage of interest expense in the low-1x area and negative free cash flow assuming an unlikely refinancing of its entire debt at current yields. Our leverage measure is a gross lease adjusted debt to EBITDA measure, and EBITDA does not include deferred revenue related to nonrefundable initiation fees and the initiation deposit liability. However, our measure of free cash flow does include these items. At current yields for highly leveraged issuers, we believe a potential refinancing would pressure Invited's ability to generate positive free cash flow in 2025 unless the company reduces discretionary growth capex. In addition, we believe Invited will likely face stricter lending standards that may hinder its ability to refinance the term loan at acceptable terms. "In addition, the 2025 maturity on the company's senior unsecured notes may further complicate its ability to refinance its secured debt. The senior notes currently trade at a steep yield and at a significant discount to par, which we believe makes a distressed exchange or other transaction that we could view as tantamount to a default an attractive option for Invited to improve its maturity profile, debt leverage, and cash flow. "Despite the negative outlook, Invited continues to capitalize on the strength of golf and we expect continued growth in revenue and EBITDA in 2023. Invited continues to execute its premiumization pricing strategy at its golf and country clubs, with strong revenue performance in 2022. In addition, its food and beverage (F&B) revenue continued to recover. ClubCorp's member retention has held steady despite some planned attrition over the past year due to the premiumization strategy, which involves raising its dues at the expense of lower-dues-paying members. In addition, we expect its member retention will remain stable despite further expected increases in its dues planned for this year to combat the effects of inflation. Even though revenue from both its City Clubs and private events remain below prepandemic levels, we expect they will continue to slowly recover through 2023. Despite our expectations for a shallow recession in 2023, we expect Invited will continue to increase revenues as consumers value experiences over consumer goods with sustained strong demand in golf. Golf demand in terms of rounds played remained strong through February 2023 according to the National Golf Foundation and Golf Datatech, with a single-digit percent increase year over year. "The negative outlook reflects our belief that weak near-term credit measures may hinder the company's ability to refinance its upcoming maturities in 2024 and 2025 at acceptable terms given current capital market conditions for highly leveraged companies. Moreover, because the senior notes trade well below par, we believe it is increasingly likely a distressed exchange could occur over the next 12 months. "We could lower the rating if we believe that Invited will likely pursue a distressed exchange, bankruptcy, or default in some other form over the subsequent 12 months." S&P could consider an upgrade if the company addresses its 2024 and 2025 maturities without the use of a distressed exchange. It could also raise the rating if Invited: -- Exhibits strong member retention and good EBITDA growth; -- Reduces S&P's measure of its leverage to below 7.5x; -- Generates sustained positive free cash flow; -- Has adequate liquidity; and -- Maintains EBITDA coverage of interest expense above 1.5x. CONTINUOUS CAST ALLOYS: In Chapter 11 Amid Dispute With Ex-Landlord ------------------------------------------------------------------- Continuous Cast Alloys LLC filed for chapter 11 protection in the Northern District of Illinois. The Debtor is a custom manufacturer of premium nickel and cobalt based alloys for the dental, electrode and rod, jewelry, powder, and wire sectors. The Debtor specializes in crafting high-quality products for a variety of industries including aerospace, construction, hard-facing, medical, oil & gas, steel, and timber. Dispute With Errett The Debtor immediately filed with the Bankruptcy Court a motion authorizing it to conduct Rule 2004 examinations of Errett Warehousing LLC, Andrew Larsen, Scott Brown, and Steven Dilling. "[T]he Debtor filed for bankruptcy relief, in part, to prevent its former landlord, Errett Warehousing, from converting the Debtor's assets and irreparably destroying the Debtor's business. Prior to the Petition Date, the Debtor was trying to sell its assets to third parties who had expressed interest in purchasing the assets, but Errett improperly blocked this from happening and, did so either to destroy irreparably the Debtor's business, or to misappropriate it for its own gain," William J. Factor, of FACTORLAW, the Debtor's attorneys, explains. "The Debtor has been further advised, and thus has a reasonable basis for seeking to learn more through discovery, that Errett is seeking to misappropriate the Debtor's property, including its forms, plans and customers, and to hire some of the Debtor's former employees, as part of a scheme to re-start the Debtor's business operations in the name of a new company. If this is true, that potentially would explain, Errett's efforts to block the sale of the Debtor's assets." Errett's relationship with the Debtor arises from a lease for a building out of which the Debtor formerly operated. The Lease provided the Debtor with the opportunity to conduct business operations, which included the production and sale of metal bars and ingots made to specifications provided by customers. The Debtor fell behind in the payment of rent and in late 2022, Errett filed a forcible action against the Debtor in the Circuit Court of Ogle County, Illinois. Errett alleges that on or about March 8, 2023, it obtained an order of possession from the Circuit Court of Ogle County. Errett further alleges that because of the order of possession, it had the unilateral right to change the locks on the Building, lock the Debtor out of the Building, and deny the Debtor any further right of access to its property. Shortly before Errett locked the Debtor out of the Building, at least one entity (AS Forge, LLC) was trying to pay in full the amounts owed to Errett and to pay one of the Debtor's secured creditors, Utica Leasing, to enable the Debtor to continue operating either in the Building or potentially another location. Errett refused the offer made by AS Forge, explaining that it intended to execute a long-term lease with another entity. More interesting, however, is that during the time that Errett was using self-help to block the Debtor from accessing the Debtor's assets, it appears that Utica Leasing and Errett Warehousing were conspiring to prevent the payment of the amounts the Debtor owed to Utica. The Debtor repeatedly asked Utica Leasing for payoff amounts, but Utica refused such requests, using excuses that ultimately appear to have been misleading, if not outright fraudulent. About Continuous Cast Alloys Continuous Cast Alloys LLC is a custom manufacturer of premium nickel and cobalt based alloys for the dental, electrode & rod, jewelry, powder, and wire sectors. Continuous Cast Alloys LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-04469) on April 3, 2023. In the petition filed by Mark Allen, as manager, the Debtor reported assets and liabilities between $1 million and $10 million. The petition states that funds will be available to unsecured creditors. The Honorable Bankruptcy Judge Deborah L. Thorne handles the case. Ken Novak has been appointed as Subchapter V trustee. The Debtor is represented by: William J Factor, Esq. FACTORLAW 105 W. Madison St., Suite 1500 Chicago, IL 60602 Tel: 312-878-6976 Fax: 847-574-8233 A telephonic meeting of creditors under 11 U.S.C. Section 341(a) is slated for May 4, 2023 at 1:30 p.m. CORIZON HEALTH: Dorian Sykes Bid for Summary Judgment Denied ------------------------------------------------------------ In the case captioned as DORIAN TREVOR SYKES, Plaintiff, v. COUNTY OF GENESEE et al, Defendants, Case No. 20-13361, (E.D. Mich.), Judge Shalina D. Kumar of the U.S. District Court for the Eastern District of Michigan grants the motion for summary judgment filed by Genesee County and denies Dorian Sykes' motion for partial summary judgment with respect to Genesee County. Corizon Health Corporation filed a voluntary bankruptcy petition under Chapter 11 of the Bankruptcy Code (Case No. 23-90086 (CML)). The operation of the automatic stay precludes the Court from taking any action relative to Corizon. Accordingly, the Court holds in abeyance Corizon's motion for summary judgment and Sykes' motion for partial summary judgment as it applies to Corizon -- until the automatic stay applying to Corizon is lifted. Dorian Sykes brings this action as a result of alleged sexual assaults by Taquana Scales, a Licensed Practical Nurse employed by Corizon. At the time of the alleged assaults, Sykes was a federal prison detainee at the Genesee County Jail after being transferred there to receive mental health treatment. This matter was referred for all pretrial matters to the assigned magistrate judge. The magistrate judge issued a report and recommendation recommending that the Defendants' motions for summary judgment be granted, and the Plaintiff's motion for partial summary judgment be denied. The magistrate judge also notified the parties that they must file any objections to the R&R within fourteen days. Sykes' claims against Genesee County -- that its policies and customs made it possible for Scales to sexually assault him repeatedly between June and August of 2020 -- are predicated on an inaction theory and a failure to adequately train or supervise County officials in preventing and reporting sexual assaults. The Court agrees with the magistrate judge's conclusion that Sykes' claim fails under the single violation theory of deliberate indifference. According to the R&R, the record shows one instance of sexual assault or harassment of an inmate by a correctional official in the jail in the last ten years aside from the complaint Sykes made against a Genesee County deputy just before the events giving rise to this action. Without evidence of clear and persistent constitutional violations (inaction in the face of sexual abuse or harassment by jail personnel), Sykes' inaction claim against Genesee County fails regardless of notice to the County over this specific claim. As the R&R sets forth, a custom of tolerance or inaction theory claim for municipal liability "cannot hinge on a single incident involving the plaintiff." The jail recorded only one other allegation of sexual abuse by a corrections officer, ending in the officer's termination, in the ten years prior to Sykes' incident. Even if Genesee County ignored Sykes' June 2020 complaint against a County deputy, that single incident cannot create a clear and persistent pattern necessary for a viable inaction claim. Accordingly, a factual dispute over whether Genesee County did or did not investigate Sykes' report is irrelevant to the survival of his claims. A full-text copy of the Order dated March 28, 2023, is available https://tinyurl.com/4dyn8uuw from Leagle.com. About Tehum Care Services Tehum Care Services Inc., doing business as Corizon Health Services Inc., is a privately held prison healthcare contractor in the United States. It is based in Brentwood, Tenn. Tehum Care Services filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90086) on Feb. 13, 2023. In the petition filed by Russell A. Perry, as chief restructuring officer, the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. Judge Christopher M. Lopez oversees the case. The Debtor is represented by Jason S Brookner, Esq., at Gray Reed & McGraw, LLP. CORNERSTONE ONSITE: Taps Coplen & Banks as Bankruptcy Counsel ------------------------------------------------------------- Cornerstone Onsite, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Coplen & Banks, PC. as its bankruptcy counsel. The firm's services will include: -- advising the Debtor with respect to its powers and duties; -- advising the Debtor with respect to the rights and remedies of creditors and other parties in interest; -- conducting appropriate examinations of witnesses, claimants and other parties in interest; -- preparing pleadings and other legal instruments required to be filed in the Debtor's Chapter 11 case; -- representing the Debtor in all proceedings before the court and in any other judicial or administrative proceeding in which the rights of the Debtor or the estate may be affected; -- representing and advising the Debtor (if appropriate) in the liquidation of its assets through the bankruptcy court; -- advising the Debtor in connection with the formulation, solicitation, confirmation and consummation of any plan of reorganization, which the Debtor may propose; and -- other legal services that may be appropriate in connection with the continued operations of the Debtor's businesses. It is anticipated that John Akard, Jr., Esq., will provide the majority of the services. His hourly rate is $350. The hourly rates for other attorneys range from $250 to $400. As disclosed in court filings, Coplen & Banks is a "disinterested person" within the definition of Section 101(14) of the Bankruptcy Code. The firm can be reached through: John Akard, Jr. Coplen & Banks PC 11111 McCracken Dr., Suite A Cypress, TX 77429 Telephone: (832) 237-8600 Facsimile: (832) 202-2088 Email: johnakard@attorney-cpa.com About Cornerstone Onsite Cornerstone Onsite, LLC, doing business as Dent Well, is a dental services organization and operates or manages 13 dental offices and one mobile unit in Texas, California, North Carolina and Utah. Its central business office is at 7575 San Felipe St., Suite 101, Houston, Texas. The company does not own the dental practices it manages. Rather, the dental practices are owned by four separate dental entities (one for each state) and operate under management agreements with the company. The owners of those dental entities are dentists and neither the dental entities nor the dentists have filed bankruptcy. Cornerstone Onsite sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-30949) on March 17, 2023, with approximately $1.8 million in assets and $4.6 million in debt. John D. White, chairman of Cornerstone Onsite, signed the petition. Judge Jeffrey P. Norman oversees the case. John Akard Jr., Esq., at Coplen & Banks, PC, represents the Debtor as legal counsel. CWI CHEROKEE: Taps Mazzone & Associates as Financial Advisor ------------------------------------------------------------ CWI Cherokee LF, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Mazzone & Associates, LLC as its financial advisor. The Debtor requires a financial advisor to: (a) identify and contact potential debtor-in-possession lenders, financing sources or buyers; (b)prepare information and analyses regarding the Debtor's business and assets for potential debtor-in-possession lenders, financing sources, and buyers; (c) present proposals and provide guidance to the Debtor in connection with the foregoing, including assistance in negotiation of proposed transactions. The firm will be compensated as follows: (a) A one-time "consulting fee" of $25,000, payable upon approval by the court; (b) Reimbursement of actual out-of-pocket expenses; (c) For a transaction resulting in recapitalization or sale, a fee equal to $300,000, plus 10% of the total consideration in excess of $24 million, payable at the closing of such transaction; (d) For a transaction resulting in dissolution of assets, a fee equal to $500,000, payable at the closing of such transaction. J. Stuart Sanford, director at Mazzone & Associates, disclosed in a court filing that his firm does not represent interests adverse to the Debtor's estate. The firm can be reached through: J. Stuart Sanford Mazzone & Associates, LLC 75 14th St NE, Suite 2800 Atlanta, GA 30309 Phone: +1 404-931-8545 Email: info@mazzoneib.com About CWI Cherokee LF CWI Cherokee LF, LLC is an Atlanta-based company that provides waste treatment and disposal services. CWI Cherokee LF filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-52262) on March 7, 2023, with $10 million to $50 million in both assets and liabilities. Judge Sage M. Sigler oversees the case. The Debtor tapped John A. Christy, Esq., at Schreeder, Wheeler & Flint, LLP as bankruptcy counsel; Burr & Forman, LLP as special environmental counsel; and Mazzone & Associates, LLC as financial advisor. DAVID'S BRIDAL: Considering Return to Chapter 11 Bankruptcy ----------------------------------------------------------- David's Bridal is considering filing for bankruptcy within the next few weeks, The New York Times reports, citing two unidentified people familiar with the matter. According to the report, David's Bridal, which sells one of every three wedding dresses in the United States, continues to struggle to manage its costs after emerging from bankruptcy five years ago, and it is working with advisers as it explores its options. According to two people familiar with the matter, nothing definite has been decided — but one possibility is for the retailer to file for bankruptcy again within the next few weeks. The company has been working with the investment bank Houlihan Lokey to explore a sale, which could be included as part of a bankruptcy filing, according to one of the people, who spoke on the condition of anonymity to discuss internal deliberations. In addition to Houlihan Lokey, David’s Bridal has hired the law firm Kirkland & Ellis and the investment firm BRG to explore its options. "As is our practice as a company, we do not comment on speculation," Laura McKeever, a spokeswoman for David's Bridal, said in an email on Friday. The bridal retailer's financial strain is the latest sign of how even renewed spending on events like weddings has not translated to equally buoyant sales at stores, as consumers pull back on big-ticket items. Companies are also feeling squeezed by inflation and worsening credit conditions. About David's Bridal David's Bridal -- http://www.davidsbridal.com/-- is an international bridal retailer and the largest U.S. destination for bridal gowns, wedding-related apparel, social occasion apparel, accessories and services. For over 60 years, the Company has remained the most iconic bridal destination, with approximately one-third of brides in the United States wearing a David's Bridal gown. Then with over 300 stores, David's Bridal, Inc., and its three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-12635) on Nov. 19, 2018. The Honorable Laurie Selber Silverstein was the case judge. Debevoise & Plimpton LLP served as the Company's legal advisor, Evercore LLC was the financial advisor and AlixPartners LLP was the restructuring advisor. In January 2019, David's Bridal successfully emerged from Chapter 11 bankruptcy and completed its financial restructuring. DET MEDICAL: U.S. Trustee Appoints Joseph Tomaino as PCO -------------------------------------------------------- William Harrington, U.S. Trustee for Region 2, appointed Joseph Tomaino, chief executive officer of Grassi Healthcare Advisors, LLC, as patient care ombudsman for DET Medical P.C. The appointment was made pursuant to the order from the U.S. Bankruptcy Court for the Eastern District of New York on April 3 and the verification of disinterestedness by Joseph J. Tomaino. In the PCO's investigation, the PCO discovered no known connections with DET Medical, creditors, patients, and other parties in interest. The ombudsman may be reached at: Joseph J. Tomaino Chief Executive Officer Grassi Healthcare Advisors LLC 50 Jericho Quadrangle, 2nd floor Jericho, NY 11753 Telephone: (212) 223-5020 Email: jtomaino@grassihealthcareadvisors.com About DET Medical DET Medical P.C. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-40497) on Feb. 14, 2023, with $500,000 to $1 million in both assets and liabilities. The petition was filed pro se. Salvatore LaMonica, Esq. has been appointed as Subchapter V trustee. Judge Jil Mazer-Marino oversees the case. DIAMOND SPORTS: Still Owes Cleveland Guardians, Minnesota Twins --------------------------------------------------------------- Hailey Konnath of Law360 reports that Major League Baseball, the Minnesota Twins and the Cleveland Guardians have asked a Texas federal bankruptcy court to force regional sports network operator Diamond Sports Group to fork over telecast rights fees it owes the baseball clubs or terminate its agreements with them, according to an emergency motion filed Wednesday, April 5, 2023. "The Debtors have chosen to pay the postpetition administrative expense obligations due to every single other NBA, NHL and MLB team other than the amounts due to the Clubs and the Diamondbacks. The amounts due here are in the tens of millions of dollars and another payment is due to the Guardians on May 1. The Debtors are using the Clubs’ valuable, unique and exclusive intellectual property without paying a single penny for it," the Cleveland Guardians Baseball Company, LLC and Minnesota Twins, LLC and the Office of the Commissioner of Baseball d/b/a Major League Baseball ("MLB") said in court filings. The Clubs have already filed an emergency joint motion to Compel Performance under Telecast Rights Agreements, or, in the Alternative, to Compel Assumption or Rejection of Telecast Rights Agreements and for Relief from the Automatic Stay. Specifically, on April 5, 2023 -- two days after the Debtors failed to pay contractual amounts to the Clubs -- MLB and the Clubs filed the Motion to Compel on an emergency basis. The Major League Baseball season started nearly two weeks ago, and the Debtor RSNs are continuing to broadcast the Clubs' baseball games without paying the Clubs any compensation whatsoever. With each broadcast, the Debtor RSNs are generating revenue that funds their cases from the exploitation of the valuable, unique and exclusive intellectual property granted by the Clubs, but without paying any compensation. Yet the Debtor RSNs have selectively chosen not to pay the Clubs for the right to broadcast their games, despite the Debtors' claims that they have sufficient cash to operate in the ordinary course and continue paying their ordinary course debts as they become due. Indeed, confoundingly, the Debtors have offered to escrow the full contract amounts -- which benefits no one. Accordingly, each passing day with each passing broadcast without compensation substantially harms the Clubs, which demonstrates -- and justifies -- the emergency nature of the Motion to Compel. Attorneys for MLB and the Clubs: BRACEWELL LLP William A. (Trey) Wood III 711 Louisiana St., Suite 2300 Houston, Texas 77002 Telephone: (713) 221-1166 Facsimile: (713) 221-1212 E-mail: trey.wood@bracewell.com Mark Dendinger CityPlace I, 34th Floor, 185 Asylum Street Hartford, Connecticut 06103 Telephone: (860) 256-8541 Facsimile: (800) 404-3970 E-mail: mark.dendinger@bracewell.com - and - SULLIVAN & CROMWELL LLP James L. Bromley Alexa J. Kranzley 125 Broad Street New York, NY 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 E-mail: bromleyj@sullcrom.com kranzleya@sullcrom.com About Diamond Sports Group Diamond Sports Group, LLC operates as a sports marketing company. It offers seminars, combine, speed and agility assessments, recruiting tools, and online training sessions for sports including football, baseball, soccer, and basketball. Diamond Sports Group and 29 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90116) on March 14, 2023. In the petition filed by David F. DeVoe, Jr., as chief financial officer and chief operating officer, Diamond Sports Group listed $1 billion to $10 billion in both assets and liabilities. The Debtors tapped Porter Hedges, LLP as general bankruptcy counsel; Wilmer Cutler Pickering Hale and Dorr, LLP as conflicts counsel; AlixPartners, LLP as financial advisor; and Moelis & Company, LLC and Liontree Advisors, LLC as investment bankers. Kroll Restructuring Administration, LLC is the claims agent. DIGITAL MEDIA: Falls Short of Nasdaq Minimum Bid Price Requirement ------------------------------------------------------------------ Digital Media Solutions, Inc. announced it received notice from the New York Stock Exchange on March 30, 2023, indicating that the Company is not in compliance with NYSE's continued listing standards because the average closing price of the Company's common stock was less than $1.00 over a consecutive 30 trading-day period. Under NYSE rules, the Company has a period of six months from receipt of the notice to regain compliance with the NYSE minimum stock price listing requirement. The Company intends to notify the NYSE of its intent to cure the stock price deficiency and return to compliance with the NYSE continued listing standards. The Company intends to consider available alternatives if the Company does not otherwise regain compliance during the cure period, including but not limited to a reverse stock split. Any such reverse stock split would be subject to board and stockholder approval. The notice does not result in the immediate delisting of the Company's common stock from the NYSE. The Company's common stock will continue to be listed and trade on the NYSE during this cure period, subject to the Company's compliance with other NYSE continued listing standards. About Digital Media Headquartered in Clearwater, Florida, Digital Media Solutions, Inc. (NYSE: DMS) -- https://digitalmediasolutions.com -- is a provider of data-driven, technology-enabled digital performance advertising solutions connecting consumers and advertisers within the auto, home, health, and life insurance, plus a long list of top consumer verticals. The DMS first-party data asset, proprietary advertising technology, significant proprietary media distribution, and data-driven processes help digital advertising clients de-risk their advertising spend while scaling their customer bases. Digital Media reported a net loss of $52.50 million for the year ended Dec. 31, 2022. As of Dec. 31, 2022, the Company had $227.28 million in total assets, $311.23 million in total liabilities, and a total stockholders' deficit of $83.95 million. * * * As reported by the TCR on Dec. 16, 2022, S&P Global Ratings lowered its issuer credit rating on Digital Media Solutions Inc. (DMS) to 'CCC+' from 'B-'. S&P said, "We view DMS' capital structure as unsustainable absent sustainable increases in its EBITDA and FOCF. We do not expect that the company will significantly improve its credit metrics until 2024. DMS is dependent on improvements in macroeconomic conditions and insurance carrier profitability to support increased ad spending on its platform and additional sales through its independent insurance agents." EARLY BIRD: Seeks to Hire The Lane Law Firm as Bankruptcy Counsel ----------------------------------------------------------------- Early Bird Pediatric Therapy Clinic, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ The Lane Law Firm, PLLC as its counsel. The firm will render these services: (a) assist, advise, and represent the Debtor relative to the administration of the Chapter 11 case; (b) assist, advise, and represent the Debtor in analyzing its assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; (c) attend meetings and negotiate with the representatives of the secured creditors; (d) assist the Debtor in the preparation, analysis, and negotiation of any plan of reorganization and disclosure statement accompanying any plan of reorganization; (e) take all necessary action to protect and preserve the interests of the Debtor; (f) appear, as appropriate, before this court, the appellate courts, and other courts in which matters may be heard and to protect the interests of the Debtor before said courts and the United States Trustee; and (g) perform all other necessary legal services in this case. The hourly rates of the firm's counsel and staff are as follows: Robert C. Lane, Partner $550 Joshua Gordon, Partner $500 Associate Attorneys $375 - $425 Paralegals/Legal Assistants $150 - $190 The firm received a payment for its retainer in the amount of $45,000 on March 22, 2023 and March 31, 2023 from the Debtor in the amount of $29,535 for financial advice and representation. Robert Lane, a partner at The Lane 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: Robert C. Lane, Esq. Joshua D. Gordon, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Telephone: (713) 595-8200 Facsimile: (713) 595-8201 Email: notifications@lanelaw.com Joshua.gordon@lanelaw.com About Early Bird Pediatric Therapy Clinic Early Bird Pediatric Therapy Clinic, Inc. is a comprehensive facility offering physical therapy, occupational therapy, speech therapy, and applied behavior analysis for children from birth to 20 years old. Early Bird Pediatric Therapy Clinic sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-30315) on March 31, 2023. In the petition signed by Jane Concha, director, the Debtor disclosed $508,403 in total assets and $2,495,804 in total debts. Judge Christopher Mott oversees the case. Robert C. Lane, Esq., at the Lane Law Firm, PLLC serves as the Debtor's counsel. EAST MISSION: Case Summary & Five Unsecured Creditors ----------------------------------------------------- Debtor: East Mission 8 Investment, Inc. 802 E. Mission Road San Gabriel, CA 91776 Chapter 11 Petition Date: April 13, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-12240 Judge: Hon. Deborah J. Saltzman 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: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Curt Wang as president. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BCHWTHI/East_Mission_8_Investment_Inc__cacbke-23-12240__0001.0.pdf?mcid=tGE4TAMA EAST WINDSOR: Unsecureds to Split $66K Dividend over 60 Months -------------------------------------------------------------- East Windsor Taekwondo Academy LLC submitted a Small Business Modified Plan of Reorganization dated April 10, 2023. General unsecured creditors shall be paid a total base dividend of $66,120.00 on a pro-rata basis over the life of the Debtor's 60-month plan. Disbursements shall be made to this class of creditor on a quarterly basis beginning in approximately the 1st Quarter of the Fourth Year after the Effective Date of the debtor's Plan. The final payment shall be made in March 2028. Class 3 consists of the Secured claim of: U.S. Small Business Administration ("SBA"). SBA's secured claim shall be crammed down to $0.00 based on the value of the West Windsor TKD assets at the time of filing and the balance of its claim in the amount of $163,238.01 shall be reclassified and treated under Class 4 as a general unsecured claim. Class 4 consists of General Unsecured Claims. Based on the Cash Flow Analysis, this class of creditors will receive a total base dividend of $66,120.00 to be shared on a pro-rata basis. It is anticipated that distributions will begin to this class of creditors in the 3rd year of the Plan after all Administrative and Secured Debts have been paid. Distributions shall be made quarterly thereafter to this class of creditors with the final payment being made in the 60th month of the Plan. The General Unsecured Claims total $413,117.00. Payments to be made as follows: $26,120.00 over Year 4 of the Plan; and $40,000.00 over Year 5 of the Plan. It is Estimated that 33% of claims in this class will be paid. Steven Phillips will receive no distribution under the Plan, other than to retain his ownership interest in the Debtor. The Debtor shall use the estimated funds on hand upon the Effective Date of the Plan to make the initial distributions for Administrative Expenses and the initial plan payment. Additionally, the Debtor shall use its disposable income to make its monthly payments under the Plan. The Debtor's financial projections show that the Debtor will have an aggregate annual average cash flow over the five-year plan term, after paying operating expenses and post- confirmation taxes, of $21,542.40. The final Plan payment is expected to be paid in March 2028. The Debtor will fund from estimated funds on hand upon Effective date of the Plan: $10,000.00. Quarterly Payments over 60 months based on the Cash Flow Projection as follows: $7,000.00 over the first 12 months ($1,750/quarter); $10,000.00 over months 13 thru 24 ($2,500/quarter); $18,000.00 over months 25 thru 36 ($6,000/quarter); $28,000.00 over months 37 thru 48 ($7,000/quarter); and $40,000.00 over months 49 thru 60 ($10,000/quarter). A full-text copy of the Modified Plan dated April 10, 2023 is available at https://bit.ly/3GIGeEy from PacerMonitor.com at no charge. Attorney for Debtor: Gillman, Bruton & Capone, LLC Marc C. Capone, Esq. 60 Highway 71, Unit 2 Spring Lake Heights, NJ 07762 (732) 661-1664 About East Windsor Taekwondo East Windsor Taekwondo Academy LLC is a small business that operates taekwondo schools and gyms in two locations. The Debtor filed a Chapter 11 petition (Bankr. D.N.J. Case No. 22-18439) on Oct. 25, 2022. The Debtor is represented by Marc C. Capone, Esq. of GILLMAN, BRUTON & CAPONE, LLC. EASTERN NIAGARA: No Decline in Patient Care, 13th PCO Report Says ----------------------------------------------------------------- Michele McKay, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Western District of New York her 13th report regarding the quality of patient care provided at the health care facilities operated by Eastern Niagara Hospital, Inc. The report covers the period from January 17 to March 31, 2023 during which two visits to the facilities were made by the patient care ombudsman. The PCO asserts that the Occupational Medicine, Express Care, and Surgery Center on Transit Road continue to see a steady volume of patients. Staffing in all three of those areas is consistent and there are no complaints regarding availability of needed supplies or equipment for the care and treatment of patients. For the timeframe of the report, there are no findings of decline in patient care. Eastern Niagara Hospital and the Express Care, Occupational Medicine and Surgery Center on Transit Road continue to operate in a manner that provides acceptable care to patients. The facilities have enough supplies and equipment required for patient care and have been able to provide the needed nursing coverage by utilizing existing staff, according to the report. A copy of the 13th ombudsman report is available for free at https://bit.ly/3GpjWHt from PacerMonitor.com. About Eastern Niagara Hospital Eastern Niagara Hospital, Inc. -- http://www.enhs.org-- is a not-for-profit organization focused on providing general medical and surgical services. Eastern Niagara Hospital sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10903) on July 8, 2020, with $10 million to $50 million in both assets and liabilities. Judge Michael J. Kaplan oversees the case. The Debtor tapped Barclay Damon, LLP as its bankruptcy counsel; Francis P. Weimer, Esq., as special counsel; Freed Maxick CPAs, P.C. as financial advisor; and Lumsden & McCormick, LLP as accountant. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Nov. 22, 2019. Bond Schoeneck & King, PLLC and Next Point, LLC serve as the committee's legal counsel and financial advisor, respectively. Michele McKay was appointed as patient care ombudsman in the Debtor's bankruptcy case. Jeffrey Dove, Esq., is the PCO's attorney. EASY CONSTRUCTION: Seeks to Hire Hahn Fife & Company as Accountant ------------------------------------------------------------------ Easy Construction, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Hahn Fife & Company, LLP as its accountant. The firm will provide financial advisory and accounting services to the bankruptcy estate, which include the review of financial documents and the preparation of tax returns. The firm's hourly rates are as follows: Partner $490 per hour Staffs $80 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Donald Fife, a partner at Hahn Fife & Company, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Donald T. Fife Hahn Fife & Company, LLP 790 E. Colorado Blvd. 9th Floor Pasadena, CA 91101 Tel: (626) 796-9123 Email: dhahn@hahnfife.com About Easy Construction Easy Construction, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-13971) on Oct. 21, 2022, with up to $1 million in both assets and liabilities. Judge Scott H. Yun oversees the case. The Debtor tapped Summer M. Shaw, Esq., at Shaw & Hanover, PC and Hahn Fife & Company, LLP as legal counsel and accountant, respectively. EMERGENCY MEDICAL: Tiger Group to Hold April 20 Online Auction -------------------------------------------------------------- Medical transportation providers can expand their operations by acquiring late-model ambulances, power gurneys and stair chairs in an April 20 online auction by Tiger Group. Bidding in the timed, online auction at SoldTiger.com opens on Thursday, April 13, at 10:30 a.m. (PT) and is set to close on Thursday, April 20, at 10:30 a.m. (PT). The 55 available assets, which are offered by assignment for the benefit of creditors, belonged to a California-based medical transportation company. In addition to emergency and non-emergency medical transportation providers, the assets could benefit users such as construction contractors needing vans capable of transporting tools and equipment, or assisted living or medical facilities that require stair chairs or gurneys. The ambulances can also be converted into recreational vehicles. "We are very pleased to be selected to assist the creditors with the sale of these mobile transportation vehicles and related medical equipment," said Jonathan Holiday, Director of Business Development, Tiger Commercial & Industrial. "These late-model units can be put to use immediately and help people in need, presenting an outstanding buying opportunity." The sale features 17 Ford Transit type II ambulances (medium roof version) from 2016 and 2017. These mobile transport vehicles offer: * Backup cameras and alarms * Whelen Halogen emergency lights and sirens * Patient compartments with multiple custom cabinets, sliding plexiglass windows and metal shelves * Rear compartments with Whelen LED dome lights, 12V and 110V outlets, oxygen outlets, cargo nets, bench seats with safety belts, captain chairs, oxygen cylinder holders, suction equipment, AC and lights control panels and Stryker cot mounts * Cabins with two power adjustable seats, Whelen dual-mode remote sirens, as well as switch panels to control emergency and interior lights and AC. The offering also includes 19 Stryker Power Gurneys, 10 Stryker Stair Chairs, and seven aluminum stair chairs. The items can be inspected by appointment on Wednesday, April 19, from 10 a.m. to 4 p.m. (PT) in El Centro, California. To arrange an inspection or obtain other information, email: auctions@tigergroup.com or call (805) 497-4999. Learn more at: https://soldtiger.com/sales/non-emergency-medical-transport-company/ ESCO LTD: Gets OK to Hire Stretto as Claims and Noticing Agent -------------------------------------------------------------- ESCO, Ltd., doing business as Shoe City, received approval from the U.S. Bankruptcy Court for the District of Maryland to employ Stretto as claims and noticing agent. Stretto will oversee the distribution of notices and will assist in the maintenance, processing, and docketing of proofs of claim filed in the Chapter 11 case of the Debtor. Stretto will bill the Debtor no less frequently than monthly. The Debtor shall pay Stretto an advance of $25,000 upon execution of their agreement. Sheryl Betance, a senior managing director at Stretto, 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: Sheryl Betance Stretto, Inc. 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: sheryl.betance@stretto.com About ESCO Ltd. ESCO, Ltd., a retailer of apparel and footwear, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 23-12237) on Mar. 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. The Debtor tapped Polsinelli PC as its bankruptcy counsel and Gavin/Solmonese, LLC as chief restructuring officer (CRO). Stretto, Inc. is the claims and noticing agent. ESCO LTD: Taps Gavin/Solmonese LLC as Chief Restructuring Officer ----------------------------------------------------------------- ESCO, Ltd., doing business as Shoe City, seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Gavin/Solmonese, LLC as its chief restructuring officer (CRO). The firm will render these services: (a) assess the Debtor's business, financial obligations, operational needs, assets, business plan, business strategy, and operating forecasts for its liquidation; (b) evaluate the Debtor's strategic and financial alternatives; (c) advise the Debtor on developing, evaluating, structuring, and negotiating the terms and conditions of a liquidation, restructuring, plan of reorganization or liquidation, Debtor in Possession (DIP) loans, or sale transaction; (d) communicate with the Debtor's stakeholders as required; (e) make employment and professional retention related decisions following consultation with the Debtor's board, management, and counsel; (f) monitor the cash management processes; (g) negotiate with creditors; (h) fulfill any reporting requirements of the bankruptcy court; and (i) perform such other services as the Debtor may reasonably request and advisor may agree to perform. The hourly rates of the firm's professionals are as follows: Stanley W. Mastil, CRO $550 Senior & Managing Directors $400 - $850 Senior Consultants & Directors $250 - $475 Other Professional Staff $125 - $250 In addition, the firm will seek reimbursement for expenses incurred. In the 90 days prior to the commencement date, the firm received retainers and payments totaling $136,000 in the aggregate for services performed for the Debtor. Stanley Mastil, a senior director at Gavin/Solmonese, 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: Stanley W. Mastil Gavin/Solmonese, LLC 919 N. Market Street, Suite 600 Wilmington, DE 19801 Telephone: (302) 655-8997 Facsimile: (302) 655-6063 About ESCO Ltd. ESCO, Ltd., a retailer of apparel and footwear, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 23-12237) on Mar. 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. The Debtor tapped Polsinelli PC as its bankruptcy counsel and Gavin/Solmonese, LLC as chief restructuring officer (CRO). Stretto, Inc. is the claims and noticing agent. FENIX GROUP: Unsecureds to Recover .88% in Subchapter V Plan ------------------------------------------------------------ Fenix Group, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona a Plan of Reorganization for Small Business under Subchapter V dated April 10, 2023. The Debtor is in the business of providing services to adults and children with disabilities. The Debtor contracts with the State of Arizona to provide services to adults and children who qualify for services through the Arizona Health Care Cost Containment System ("AHCCCS") and/or through the Arizona Department of Economic Security's Division of Developmental Disabilities ("DDD"). All of the Debtor's income is provided by the State for providing these services to the individuals with disabilities. The Debtor had fallen behind on payments to its two landlords, Corporate Fleet Leasing, LLC ("CFL") and Mountain America Credit Union ("MACU"). The Debtor's ability to operate critically needs its current operating locations and the Vehicles because it would take up to a year for the Debtor to transition its licensing to any alternative location. The Debtor filed bankruptcy seeking relief and to restructure the payments to its landlords, CFL, MACU, and its significant priority claims and unsecured claims. The Debtor has $74,024.09 of secured claims based upon the value of the collateral. The Debtor owes an estimated $267,708.55 of priority tax claims to the IRS and ADOR. This number will be adjusted as the Debtor is able to bring its tax return filings current. Finally, the Debtor potentially owes $1,137,837.96 to unsecured creditors. The Debtor is dedicating not less than $10,000.00 to pay unsecured creditors over the life of the Plan, so that all secured, administrative, and priority creditors will be paid in full, and unsecured creditors will receive a distribution that is better than unsecured creditors would receive in a Chapter 7 liquidation. The Debtor estimates that the percentage return to unsecured creditors will be .88%. This Plan of Reorganization proposes to pay the Debtor's creditors from cash flow from continued business operations. The creditors with Allowed Unsecured Claims in Class 3 shall be paid quarterly their pro rata share of funds paid into the Plan Fund after all administrative, priority, and secured claims are paid in full, until each has received their pro-rata share of a total of not less than $10,000. Class 4 consists of Equity Holders. If the Debtor's Plan is confirmed under 1191(a), the Debtor shall retain all assets not distributed to creditors pursuant to the Plan, and such assets shall be revested in the Debtor upon confirmation of the Plan. If the Debtor's Plan is confirmed under 1191(b), the property of the estate will revest in the Debtor upon the entry of the Final Decree. The Debtor shall establish a separate account for the management and payment of claims of projected disposable income (the "Plan Fund") for the management of all funds for distribution to creditors and claimants. A full-text copy of the Plan of Reorganization dated April 10, 2023 is available at https://bit.ly/3GK5biW from PacerMonitor.com at no charge. Attorneys for Debtor: D. Lamar Hawkins, Esq. JoAnn Falgout, Esq. Guidant Law PLC 402 E. Southern Ave. Tempe, AZ 85282 Telephone: (602) 888-9229 Facsimile: (480) 725-0087 Email: lamar@guidant.law joann.falgout@guidant.law About Fenix Group Fenix Group, LLC provides services to children and adults with developmental disabilities. These include a day program (two locations), group supported employment, transportation, after school and summer programs for children, and adult development homes programs. They are funded through the State of Arizona Division of Development Disabilities. Fenix Group sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-00155) on Jan. 11, 2023, with up to $50,000 in assets and up to $500,000 in liabilities. Ron Tilley, a Fenix Group member and manager, signed the petition. Judge Madeleine C. Wanslee oversees the case. The Debtor tapped D. Lamar Hawkins, Esq., at Guidant Law, PLC as bankruptcy counsel; Silver Law, PLC as special counsel; and Richard F. Avellone, LLC as accountant. FIRST REPUBLIC BANK: S&P Cuts Preferred Stock Issue Rating to 'C' ----------------------------------------------------------------- S&P Global Ratings lowered its issue credit rating on First Republic Bank's preferred stock to 'C' from 'CCC'. S&P maintained the issue credit rating on CreditWatch with negative implications. The rating actions follow the bank's 8-K filing on April 7 that announced it would suspend its preferred stock dividend payments on all outstanding series of preferred stock. The upcoming payments for First Republic's series J, K, L, M, and N preferred stock are scheduled for April 30, 2023. The upcoming payments for the bank's series H and I preferred stock are scheduled for June 30, 2023. S&P expects to lower the rating to 'D' on each rated series of preferred stock after the payment due date if the bank fails to make the dividend payments, which we expect to be a virtual certainty. The long-term issuer credit rating on First Republic Bank remains 'B+', and the rating continues to be on CreditWatch with negative implications. The issuer rating reflects our view that the bank has experienced significant deposit outflows and will continue to face substantial business, funding, and profitability challenges. CreditWatch S&P said, "The CreditWatch negative on the preferred stock issue rating reflects our expectation that First Republic Bank will not pay its preferred stock dividend on April 30, 2023, and June 30, 2023, as indicated by the bank's 8-K filing on April 7. As a consequence, we expect to lower our preferred stock issue ratings for First Republic Bank to 'D' following the nonpayment. "We could resolve the CreditWatch without lowering the preferred stock issue ratings if, contrary to our expectation, First Republic makes the preferred stock dividend payments on the upcoming quarterly dividend payment dates." Ratings List DOWNGRADED TO FROM FIRST REPUBLIC BANK Preferred Stock C/Watch Neg CCC/Watch Neg FRANKLIN STREET: Moody's Cuts CFR to Ba3 & Alters Outlook to Neg. ----------------------------------------------------------------- Moody's Investors Service downgraded the corporate family rating and senior unsecured rating of Franklin Street Properties Corp. to Ba3 from Ba1. The outlook was revised to negative from stable. At the same time, Moody's downgraded Franklin Street's Speculative Grade Liquidity Rating to SGL-3 from SGL-2. The downgrades reflects the REIT's weak operating metrics with consecutive quarters of negative same-store NOI growth amid a very challenging operating environment for office landlords, in addition to Franklin Street's debt maturities which largely come due in the fourth quarter of 2024. The negative outlook reflects the current dislocation in the capital markets for non-premium office properties and the refinancing risks when considering Franklin Street Properties' debt maturities and portfolio trends. Franklin Street Properties Corp. The following ratings were downgraded Corporate Family Rating, Downgraded to Ba3 from Ba1 Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3 from Ba1 Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Outlook Action Outlook, Changed To Negative From Stable RATINGS RATIONALE Franklin Street's Ba3 corporate family rating reflects the REIT's limited scale with $1.7 billion in gross assets as of December 31, 2022, conservative leverage on an effective leverage and net debt to EBITDA basis which has strengthened as a result of asset sales executed over the past few years, and a fully unencumbered portfolio. Credit challenges include the company's weak occupancy trends which have been below 80% since 1Q 2022. The portfolio was approximately 75.6% leased as of December 31, 2022, down from 78.4% leased the same period a year ago. Lastly, a majority of the company's debt stack comes due in 4Q 2024 amid a volatile financing environment for non-trophy, or older office buildings with leasing challenges. The operating environment for office also remains challenging as hybrid work continues to have an impact on office demand. Moody's expect Franklin Street's portfolio lease rate to continue to be pressured in the near-term, with improvements partially offset by management's disposition strategy which could entail selling better leased assets in the portfolio. The REIT's SGL-3 rating reflects the REIT's reliance on external capital to cover its debt maturities over the next 18 months. With the recent amendment of its unsecured credit facility, the maturity date was extended to October 2024 from January 2024. The capacity on the revolver was also reduced to $150 million from $237 million and will be further reduced to $125 million on October 1, 2023. As of December 31, 2022, the outstandings on the revolver was $48 million. The REIT also amended its $165 million BMO Term loan which now matures on October 1, 2024. There was $125 million outstanding on the term loan as of February 10, 2023. Franklin Street also has $116 million of Senior A notes due on December 20, 2024. The negative outlook reflects the current dislocation in the capital markets for non-premium office properties and the refinancing risks when considering Franklin Street Properties' debt maturities and portfolio trends. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade would require maintaining good liquidity with a well-laddered debt maturity schedule, an improvement in portfolio occupancy, and operating margins above 50%. Enhanced scale and maintenance of a well-sized unencumbered pool would also be positive for the rating. A rating downgrade would reflect liquidity challenges as it relates to refinancing near-term debt maturities. A shift in funding strategy and or meaningful deterioration in operating performance would also result in negative ratings pressure. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in September 2022. GONZALES SOUTH TEXAS: Another Gonzalez Entity Files for Chapter 11 ------------------------------------------------------------------ Gonzales South Texas Electric filed for Chapter 11 protection in the Southern District of Texas, joining Hermanos Gonzales Holdings and other affiliates that filed for bankruptcy protection. According to court filings, Gonzales South Texas Electric estimates between $10 million and $50 million in debt owed to 1 to 49 creditors. The petition states that funds will not be available to unsecured creditors. Hermanos Gonzales Holdings is a Texas corporation and is in the business of owning and managing commercial real property. The commercial property is primarily leased to affiliates for commercial offices. Hermanos’s financial troubles began roughly in the last financial quarter of 2022 when inflation impacted the cost of materials and goods used in the affiliate tenants' businesses. Those affiliate businesses then failed to pay their rental obligations to Hermanos, which in turn caused Hermanos to become delinquent on payable obligations. The day-to-day operations of Hermanos is overseen by its sole member, Robert Gonzales, Sr. About Hermanos Gonzales Holdings Hermanos Gonzales Holdings, LLC, is a Texas corporation and is in the business of owning and managing commercial real property. Hermanos Gonzales Holdings and affiliates Farrell Crossing, LLC, Gonzales South Texas Electric, and Gonzales Commercial Electric-Central Texas sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-30405) on Feb. 6, 2023. In the petition filed by its managing member, Robert Gonzales, Hermanos Gonzales reported $1 million to $10 million in both assets and liabilities. Gonzales South Texas Electric filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-31184) on April 3, 2023. The Debtor reported assets between $500,000 and $1 million and liabilities between $10 million and $50 million. Judge Marvin Isgur oversees the cases. Marcellous S. McZeal, Esq., at Grealish & McZeal, PC is the Debtors' legal counsel. GOODLIFE PHYSICAL: No Change in Patient Care, 1st PCO Report Says ----------------------------------------------------------------- Tamar Terzian, the duly appointed patient care ombudsman for Goodlife Physical Medicine Corporation, filed with the U.S. Bankruptcy Court for the Central District of California a First Interim Report, dated February 17 through April 17, 2023, regarding the Debtor's health care facility. The Debtor operates four located in West Los Angeles providing physical therapy. The locations are as follows Redondo Beach, El Segundo, Torrance, and Seal Beach. The Debtor has 50 patients per day that are normally scheduled for 15 to 30 minutes of care and the treatment for each patient varies based on the patient's needs and care plan. The PCO noted that each patient's medical records and information is well maintained and accessible for staff. The PCO observed that the Seal Beach site was clean and open. The staff was also friendly and attentive to the patients. The PCO recommends having a log of all medication stored on site and a regularly discarding any expired medications. There are no changes to report currently in terms of the quality of care. The PCO did not observe operational concerns as contemplated by Section 333(b)(3) with potential patient safety implications. A copy of the Ombudsman Report is available for free at https://bit.ly/43fReCS from PacerMonitor.com. The ombudsman may be reached at: Tamar Terzian, Esq. Terzian Law Group 1122 E. Green Street Pasadena, CA 91106 Telephone: (818) 242-1100 Facsimile: (818) 242-1012 Email: tterzian@terzlaw.com About Goodlife Physical Medicine Corp Goodlife Physical Medicine Corp, a company in Redondo Beach, Calif., filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10340) on Jan. 23, 2023. In the petition filed by its owner, David Carry, the Debtor reported up to $50,000 in assets and $1 million to $10 million in liabilities. Judge Sandra R. Klein oversees the case. The Debtor is represented by Leslie A. Cohen, Esq., at Leslie Cohen Law, PC. GREENSPACE BRANDS: Commences Proceedings Under CCAA --------------------------------------------------- GreenSpace Brands Inc. on April 6, 2023, disclosed that, as part of the Company's ongoing restructuring efforts, the Company and certain of its subsidiaries, being Love Child (Brands) Inc. ("Love Child"), Central Roast Inc. ("Central Roast") and Life Choices Natural Food Corp. ("Life Choices", and collectively, with the Company, the "Applicants"), have commenced proceedings before the Ontario Superior Court of Justice (Commercial List) (the "Court") and obtained an initial order (the "Initial Order") under the Companies' Creditors Arrangement Act (Canada) (the "CCAA"). The Initial Order includes, among other things: (i) a stay of proceedings in favour of the Applicants for an initial 10-day period (the "Initial Period"), being the maximum stay period permitted under the CCAA for the Initial Order; (ii) approval of a debtor-in-possession financing facility (the "DIP Loan"); and (iii) the appointment of PricewaterhouseCoopers Inc., LIT as monitor of the Applicants (the "Monitor"). The Applicants are commencing restructuring proceedings under the CCAA with the support of the Company's senior lender, Pivot Financial I Limited Partnership ("Pivot"). The Applicants have executed a term sheet with Pivot (in such capacity, the "DIP Lender"), pursuant to which the DIP Lender will advance the DIP Loan in the amount of $400,000 for the Initial Period. A total of $2,600,000 is available for borrowing under the DIP Loan, subject to Court approval of the additional availability at a subsequent hearing to be held within the Initial Period (the "Comeback Hearing"). In addition, the Company and Love Child have also entered into an Asset Purchase Agreement with Pivot (the "Stalking Horse Agreement"), under which Pivot (on behalf of an entity to be incorporated) has agreed to serve as the "stalking horse bidder" in a Court-approved sale and investment solicitation process (the "SISP") in respect of the Love Child Organics(TM) business. The Stalking Horse Agreement establishes a minimum value in the SISP for the Love Child Organics(TM) business, which is comprised of all or substantially all of the assets of Love Child and certain assets of GreenSpace related thereto, and ensures the continued operation the Love Child Organics(TM) business. Subject to Court-approval, the SISP will allow interested parties the opportunity to submit superior bids and participate in any auction process conducted pursuant to the terms of the SISP. The Applicants intend to seek Court-approval of the SISP at the Comeback Hearing. Unless the successful bid at the conclusion of the SISP provides for significantly higher value than the Stalking Horse Agreement, there is not expected to be any recovery for holders of equity interests in the Company. Certain members of the Company's senior management team have an interest in the entity to be formed by Pivot, which will be the purchaser under the Stalking Horse Agreement if the Stalking Horse Agreement is declared the successful bid under the SISP. The board of directors of GreenSpace made the decision to commence CCAA proceedings and pursue the SISP, with the support of Pivot, after careful review and consideration of viable alternatives, and upon consultation with the Company's professional advisors, having consideration for the Company's challenging financial circumstances and pending debt maturities, among other things. The decision follows on the strategic review previously announced in June 2022, which did not yield any executable transactions of its Central Roast(TM) and Go Veggie(TM) businesses. Pursuant to the Initial Order, the Applicants will continue operations throughout the CCAA proceedings, including with respect to the Love Child Organics(TM) business. The Applicants' management will, under the oversight of the Monitor, remain responsible for the day-to-day operations of the Applicants. The Comeback Hearing is scheduled for April 14, 2023 at 2:15 p.m. (Toronto time), at which the Applicants intend to seek, among other things, an extension of the stay of proceedings until June 16, 2023, authorization to borrow up to the maximum amount of availability under the DIP Loan and approval of the SISP, including the use of the Stalking Horse Agreement as the "stalking horse bid" therein. The Initial Order also authorized the Company to incur no further expenses in relation to making continuous disclosure filings under securities legislation and policies. Detailed information regarding the Applicants and their restructuring efforts, including Court materials filed in the CCAA proceedings, will be made available on the Monitor's website, at: www.pwc.com/ca/greenspace. Trading of the Company's shares will be suspended, and the Company will be transferred to the NEX board of the TSX Venture Exchange. About Greenspace Brands Inc. GreenSpace (TSXV: JTR) is a North American organic and plant-based food business that develops, markets and sells premium food products to consumers within the fast-growing natural and organic food categories. GreenSpace owns LOVE CHILD ORGANICS, a producer of 100% organic food for infants and toddlers made with natural and nutritionally-rich ingredients. GROWLIFE INC: Issues $125K Promissory Note to Fourth Man -------------------------------------------------------- Growlife, Inc. entered into a Securities Purchase Agreement on March 21, 2023, with Fourth Man LLC, a Nevada limited liability company, pursuant to which the Company sold Investor a Convertible Promissory Note in the principal aggregate amount of $125,000.00, which carries an original issue discount in the amount of $21,250.00, and $10,762.50 of transactions costs accordingly the Company received $92,987.50 of the purchase price. Additionally under the Purchase Agreement, the Company agreed to issue 3,125,000 shares of Common Stock to the Investor as additional consideration for the purchase of the Note, which shall be earned in full as of the Closing Date, March 23, 2023. The Purchase Agreement and Note require the Company to pay interest on the unpaid Principal Amount at the rate of 10% per annum (with the understanding that the first twelve months of interest (equal to $12,500.00) shall be guaranteed and earned in full as of the Issue Date). The Note is due and payable, in full, as of the maturity date, which is 12 months from the Issue Date. Upon default, the Note provides the debt may be converted into shares of the Company. The Conversion Price is $0.01 per share, subject to adjustment as provided for in the Note. Conversions are subject to adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification, or similar transaction that proportionately decreases or increases the common stock. The Note provides for standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. The Note also contains customary positive and negative covenants. Additionally and in connection with the issuance of the Note, the Company issued the Commitment Shares (as defined in the Purchase Agreement) to the Investor as a commitment fee, provided, however, that 2,125,000 of the Commitment Shares (subject to equitable adjustments resulting any stock dividend, stock split, stock combination, rights offerings, reclassification, or similar transaction that proportionately decreases or increases the Common Stock) may be cancelled and extinguished if the Note is fully repaid and satisfied on or prior to June 21, 2023. Pursuant to the terms of the Purchase Agreement, the Company granted the Investor piggyback registration rights on any such shares covered by the Note and the Commitment Shares. About GrowLife Founded in 2012, GrowLife, Inc. (PHOT)-- http://www.shopgrowlife.com-- is the owner of Bridgetown Mushrooms, acting as its parent Company. Founded in 2018 in Portland Oregon, Bridgetown Mushrooms grows a variety of functional and gourmet mushrooms which are in turn sold through multiple commercial and consumer sales channels. The company also develops and markets mushroom based products nationwide as well as manufactures and sells Mycology supplies to meet the demand for commercial mushroom farmers across the United States. GrowLife reported a net loss of $5.47 million for the year ended Dec. 31, 2021, compared to a net loss of $6.38 million for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $2.71 million in total assets, $9.97 million in total current liabilities, $59,057 in total long-term liabilities, and a total stockholders' deficit of $7.33 million. Irvine, Calif.-based Macias Gini & O'Connell LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 16, 2022, citing that the Company has suffered recurring losses from operations, incurred negative cash flows from operating activities, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. HALL AT THE YARD: Gets OK to Hire Ewald Auctions as Appraiser ------------------------------------------------------------- The Hall at the Yard, LLC received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Ewald Auctions, Inc. to conduct an appraisal of its personal property. Ewald Auctions will charge $150 per hour for the appraisal and $75 per hour for travel time. As disclosed in court filings, Ewald Auctions neither holds nor represents an interest adverse to the Debtor and its estate. The firm can be reached through: Robert H. Ewald Ewald Auctions, Inc. 12472 Lake Underhill Rd #312 Orlando, FL 32828, United States Phone: +1 407-275-6853 Cell: (407) 466-6837 About The Hall at the Yard The Hall at the Yard, LLC, a company in Tampa, Fla., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00250) on Jan. 24, 2023. In the petition signed by its manager, Jamal Wilson, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Catherine Peek McEwen oversees the case. Edward J. Peterson, Esq., at Stichter, Riedel, Blain and Postler, P.A. and Andrew Yurasko, a partner at IHT Group, LLC serve as the Debtor's bankruptcy attorney and chief restructuring officer, respectively. HERMANOS GONZALES: Lender Seeks to Prohibit Cash Collateral Access ------------------------------------------------------------------ Gulf Capital Bank asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, to prohibit Hermanos Gonzales Holdings LLC and affiliates from using cash collateral. GCB asserts a lien on and security interest in cash collateral and claims the Debtors have not obtained GCB's consent or a court order to access the cash collateral. GCB opposes the use of its cash collateral without appropriate adequate protection. Prior to the Petition Date, the Debtors and GCB entered into these Loan Documents: (i) Revolving Note in the original principal amount of $12 million, made by South Texas in favor of GCB, dated October 25, 2021; (ii) Loan Agreement made by and between South Texas, and GCB, dated as of October 25, 2021; (iii) Security Agreement executed by South Texas in favor of GCB, dated as of October 25, 2021; (iv) Corporate Guaranty executed by and among Gonzales Commercial Electric LLC, Central Texas, Gonzales Commercial Services LLC, and Farrell Crossing, LLC, in favor of GCB, dated as of October 25, 2021, and guaranteeing the payment and performance of the indebtedness due and owing to GCB by South Texas pursuant, inter alia, the Note, the Loan Agreement, and any related documents; (v) UCC-1 Financing Statement No. 21-0047431658 filed against South Texas with the Texas Secretary of State on October 26, 2021, in favor GCB; (vi) Modification and Extension Agreement, dated as of September 21, 2022; (vii) Modification and Extension Agreement, dated as of November 29, 2022; (viii) Security Agreement executed by Gonzales Commercial Electric LLC, Central Texas, Gonzales Commercial Services LLC, and Farrell Crossing, LLC in favor of GCB, dated as of January 17, 2023; and (ix) UCC-1 Financing Statement No. 23-0003430429 filed against with the Texas Secretary of State on January 24, 2023, filed against Central Texas in favor GCB. As of the Petition Date, the Debtors owed GCB at least $12.8 million consisting of no less than $12 million in unpaid principal amounts due and owing to GCB under the Loan Documents, at least $730,750 in unpaid interest, penalties, and fees, and at least $19,703 due and owing as a result of certain overdrawn accounts, which remain due and owing under the Loan Documents. Prior to the Petition Date, the Debtors failed to provide GCB the requested and required reporting. For weeks before the filing, GCB has requested, and continues to request, information about its Collateral, and specifically about the Debtors' accounts receivable and related collections. The Debtors have largely refused and failed to provide information. Further, when the Debtors filed their bankruptcy petitions alleging that they had $500,000 to $1 million in total assets (South Texas) and $0 to $50,000 in total assets (Central Texas), GCB was astounded. The Debtors had represented to GCB they had more than $20 million just in accounts receivable assets when GCB made its loan roughly a year and a half ago, and in the months thereafter when the Debtors were still providing regular reporting and information to GCB. Even as recently as October 13, 2022 -- the date of the last borrowing base certificate GCB received -- the Debtors represented and warrantied that they had $18.722 million in accounts receivable at that time. And the most recent aging provided by the Debtors (dated January 30, 2023) demonstrated $25.402 million in accounts receivable and an additional $7.2 million in retainage. How the Debtors lost millions in assets in such a short amount of time must be disclosed and considered as part of any ongoing operations during the chapter 11 case, GCB contends. Further, after the Petition Date, the Debtors failed to provide GCB with a cash collateral budget, or other information that would provide the Court or GCB with information regarding the Debtors' operations and financial condition. GCB has not been provided adequate protection of its interest. Additionally, GCB demands a complete and detailed accounting of the Debtors' post-petition use cash collateral. A hearing on the matter is set for April 17, 2023 at 1:30 p.m. A copy of the motion is available at https://bit.ly/43qIxpj from PacerMonitor.com. About Hermanos Gonzales Holdings Hermanos Gonzales Holdings, LLC is a single asset real estate as defined in 11 U.S.C. Section 101 (51B). The company is based in Montgomery, Texas. Hermanos Gonzales Holdings sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-30405) on Feb. 6, 2023. In the petition filed by its managing member, Robert Gonzales, the Debtor reported $1 million to $10 million in both assets and liabilities. Judge Marvin Isgur oversees the case. Marcellous S. McZeal, Esq., at Grealish & McZeal, PC is the Debtor's legal counsel. HOT'Z POWER: Seeks to Tap Baker & Associates as Bankruptcy Counsel ------------------------------------------------------------------ Hot'z Power Wash, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Baker & Associates as its legal counsel. The firm's services include: (a) advising the Debtor with respect to its duties; (b) preparing and filing schedules of assets and liabilities, statements of affairs and legal papers; (c) representing the Debtor at the first meeting of creditors; (d) representing the Debtor in all proceedings before the bankruptcy court and in any other judicial or administrative proceeding where its rights may be litigated or otherwise affected; (e) preparing and filing a disclosure statement, if required, and Chapter 11 plan of reorganization; and (f) assisting the Debtor in any matters relating to or arising out of its Chapter 11 case. Baker & Associates will be paid based upon its normal and usual hourly billing rates and will be reimbursed for its expenses. The firm received the sum of $9,000 from the Debtor, of which $1,738 was used to pay the filing fee. The remaining amount was used to pay the firm's pre-bankruptcy fees and other expenses. Reese Baker, Esq., an attorney at Baker & 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: Reese W. Baker, Esq. Baker & Associates 950 Echo Lane, Ste. 300 Houston, TX 770024 Telephone: (713) 869-9200 Facsimile: (713) 869-9100 Email: courtdocs@bakerassociates.net About Hot'z Power Wash Hot'z Power Wash, Inc. is a pressure washing company that specializes in restaurant kitchen exhaust systems. The company has been in business for over 10 years. Hot'z Power Wash sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-30749) on March 5, 2023, with up to $100,000 in both assets and liabilities. James Finney, president of Hot'z Power Wash, signed the petition. Judge Eduardo V. Rodriguez oversees the case. Reese Baker, Esq., at Baker & Associates, represents the Debtor as legal counsel. INSYS THERAPEUTICS: Trustee Slams Legal Fee Clawback Bid of Kapoor ------------------------------------------------------------------ Jeff Montgomery of Law360 reports that a bankruptcy trustee for Insys Therapeutics has urged a Delaware judge to order imprisoned former company CEO John Kapoor to return nearly $6 million paid by Insys for his felony racketeering defense, arguing that Kapoor wrongly claimed that some cash went to dropped actions or civil matters. About Insys Therapeutics Headquartered in Chandler, Ariz., Insys Therapeutics Inc. -- http://www.insysrx.com/-- is a specialty pharmaceutical company that develops and commercializes innovative drugs and novel drug delivery systems of therapeutic molecules that improve patients' quality of life. Using proprietary spray technology and capabilities to develop pharmaceutical cannabinoids, Insys is developing a pipeline of products intended to address unmet medical needs and the clinical shortcomings of existing commercial products. Insys is committed to developing medications for potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome, opioid addiction and overdose, and other disease areas with a significant unmet need. As of March 31, 2019, Insys had $172.6 million in total assets, $336.3 million in total liabilities, and a total stockholders' deficit of $163.7 million. Insys Therapeutics and six affiliated companies filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11292) on June 10, 2019. The Debtors' cases are assigned to Judge Kevin Gross. The Debtors tapped Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., as legal counsel; Lazard Freres & Co. LLC as investment banker; FTI Consulting, Inc. as financial advisor; and Epiq Corporate Restructuring, LLC as claims agent. Andrew Vara, acting U.S. trustee for Region 3, on June 20, 2019, appointed nine creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. Akin Gump Strauss Hauer & Feld LLP, and Bayard, P.A., serve as the Committee's attorneys; and Province, Inc., is the financial advisor. * * * Insys sold its epinephrine 7mg and 8.5mg unit-dose nasal spray products and naloxone 8mg unit-dose nasal spray products and certain equipment and liabilities to Hikma Pharmaceuticals USA Inc. for $17 million. It sold for $12.2 million to Chilion Group Holdings US, Inc., its (i) CBD formulations across current pre-clinical, clinical, third-party grants and investigator initiated study activities (including any future activities or indications), (ii) THC programs of Syndros oral dronabinol solution, and (iii) Buprenorphine products. Insys sold to BTcP Pharma, LLC for $52 million in royalty payments plus other amounts all strengths, doses and formulations in the world (except for the Republic of Korea, et al.). Insys sold to Pharmbio Korea, Inc., for $1.2 million in cash specific intellectual property, records and certain other assets related to strengths, doses and formulations of the Subsys Product in the Republic of Korea, Japan, China, Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, Philippines, Singapore, Thailand, Timor-Leste, and Vietnam. After selling substantially all of their assets, the Debtors filed a Chapter 11 Plan and Disclosure Statement. Judge Kevin Gross on Jan. 16, 2020, confirmed the Debtors' Plan of Liquidation. JESS HALL'S: Unsecureds Will Get 15% of Claims in Subchapter V Plan ------------------------------------------------------------------- Jess Hall's Serendipity, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a Chapter 11 Subchapter V Plan dated April 10, 2023. The Debtor is a Texas limited liability company governed by the Company Agreement for Jess Hall's Serendipity, LLC dated July 16, 2013, as amended by the First Amendment to the Company Agreement of Jess Hall's Serendipity, LLC, dated December 12, 2017. The Debtor was managed primarily by George Hall, as President. Beginning in April 2022, after the former CFO took a new job, the Debtor hired Brian Crisp and his firm, Lain Faulkner & Co., P.C., to provide accounting support services. In October 2022, the Debtor hired Mr. Crisp to be the CRO and to lead the company through its current winddown process. The Plan represents the culmination of months of effort to maximize returns to creditors. The Plan's projected returns exceed those of a hypothetical chapter 7 liquidation and represent the benefit of the Debtor's CRO's depth of experience with this company and its stakeholders, including the Debtor's insiders, who have made significant contributions to ensure the best possible returns to creditors. Under the CRO's management, the Debtor preserved and maximized the value of its assets during the months leading up to bankruptcy. After a potential sale of the Debtor's assets did not close, the CRO negotiated with the Debtor's landlords, marketed its assets to interested parties, and reduced the Debtor's expenses. The CRO's lengthy prepetition experience with the Debtor enabled him to hit the ground running in this case with no wasted time or effort to come up to speed on the Debtor's unique assets and needs. The result of the CRO's efforts, this Plan, is a good result for creditors given the Debtor's circumstances. Since entering bankruptcy, the Debtor implemented a multi-year licensing deal of the Debtor's branded seasoned salt blends to generate a projected additional $90,000 of disposable income for distribution to creditors. The CRO has negotiated with the Debtor's insiders to release more than $100,000 of their claims and increase distributions to non-insider creditors. The CRO continues to pursue the Debtor's valuable causes of action against third parties and a robust liquidation of the Debtor's production equipment to maximize value for all creditors in this Case, with estimated value from these activities exceeding $600,000. The Plan provides for insiders to release more than $186,000 of claims they could assert against the estate in exchange for the Debtor releasing causes of action against the insiders with far less value. Importantly, there is no release of any third-party claims, consistent with the applicable 5th circuit case law. The Plan also proposes to reduce the claim of DFW SB Industrial, LLC, one of the largest unsecured claimants against the estate, by more than $122,000, in exchange for settling potential litigation related to the claim. The Debtor's Plan proposes to administer the Debtor's assets to maximize value for creditors, including the liquidation and distribution of resulting proceeds from cash on hand, production machinery, intellectual property licensing, and causes of action against certain third parties. The Debtor estimates distributions under this Plan will exceed $600,000, generating a return to general unsecured creditors estimated at 15%. Class 3 consists of Convenience Claims. Except to the extent that a holder of an Allowed Convenience Claim against the Estate agrees to a different treatment, each holder of a Convenience Claim shall receive from the Reorganized Debtor one distribution of 25% of the Allowed Amount of such Convenience Claim, with such distribution to be made on or before 120 days after the Effective Date. Class 4 consists of General Unsecured Claims. Except to the extent that a holder of an Allowed General Unsecured Claim against the Estate agrees to a different treatment, each holder of an Allowed General Unsecured Claim shall receive, in full satisfaction of such Claim, a share of the Debtor's Disposable Income Pro Rata with all other Allowed General Unsecured Claims, until the earlier of (i) the Completion Date; or (ii) the Allowed amount of all General Unsecured Claims is paid in full. The allowed unsecured claims total $2.4 million. This Class will receive a distribution of 15% of their allowed claims. Class 5 consists of Equity Interests. Except to the extent that a holder of an Allowed Equity Interest in the Debtor agrees to a different treatment, each holder of an Allowed Equity Interest shall receive a Pro Rata share of Disposable Income remaining after payment in full to all holders of Allowed Claims in Classes 1, 2, 3, and 4. On the Effective Date, the holders of Allowed Equity Interests shall be revested with their ownership interests in the Reorganized Debtor, in the same proportion as each held in the Debtor on the day before the Petition Date, without further corporate action or Bankruptcy Court order. All distributions made by the Reorganized Debtor to holders of Claims or Equity Interests shall be made from the Debtor's Disposable Income. A full-text copy of the Subchapter V Plan dated April 10, 2023 is available at https://bit.ly/3KrnOJe from PacerMonitor.com at no charge. Counsel for Debtor: Scott D. Lawrence, Esq. Wick Phillips Gould & Martin, LLP 100 Throckmorton Street, Suite 1500 Fort Worth, TX 76102 Tel: (817) 332-7788 Fax: (817) 332-7789 Email: scott.lawrence@wickphillips.com Jason M. Rudd, Esq. jason.rudd@wickphillips.com Catherine A. Curtis, Esq. catherine.curtis@wickphillips.com WICK PHILLIPS GOULD & MARTIN, LLP 3131 McKinney Avenue, Suite 500 Dallas, Texas 75204 Phone: (214) 692-6200 Fax: (214) 692-6255 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. KAISER ALUMINUM: Fitch Lowers LongTerm IDR to 'BB-', Outlook Stable ------------------------------------------------------------------- Fitch Ratings has downgraded Kaiser Aluminum Corporation's Long-Term Issuer Default Rating (IDR) to 'BB-' from 'BB'. In addition, Fitch has downgraded Kaiser's ABL to 'BB+'/'RR1' from 'BBB-'/'RR1' and unsecured notes to 'BB-'/'RR4' from 'BB'/'RR4'. The Rating Outlook is Stable. The downgrade reflects the sustained pressures on Kaiser's EBITDA margins resulting in meaningfully higher near-term leverage and Fitch's expectation EBITDA leverage could remain above 4.0x over the next few years. The Stable Outlook reflects Fitch's view that Kaiser's margins will likely improve over the next 12-24 months as supply chain challenges and cost headwinds are gradually resolved, in addition to the continued recovery in commercial aerospace and automotive end markets. Kaiser's ratings are supported by its solid business model, its focus on products with demanding applications, and high barriers to entry. The ratings also reflect the company's ability to pass through metal prices to customers for most of its products, partially offset by its exposure to cyclical end markets and customer concentration. KEY RATING DRIVERS Leverage Remains Elevated: Fitch expects Kaiser's EBITDA leverage, 7.3x as of Dec. 31, 2022, to trend toward around 6.0x at YE 2023, but sustained above 4.0x over the next few years. Lower margins were driven by raw material cost inflation, moderating aluminum prices, supply chain challenges, and labor constraints. In addition, the lag associated with certain price pass-throughs resulted in lower than expected EBITDA generation and financial leverage elevated for longer than anticipated. Cost Inflation Erodes Profitability: Fitch-calculated EBITDA margins averaged around 4.2% in 2022 compared with EBITDA margins of around 11.3% on average over the past four years. During 3Q22, supply chain challenges limited the company's access to magnesium at the Kaiser Warrick facility, leading Kaiser to declare force majeure and incur significant incremental costs. Higher raw material prices compounded cost pressures, resulting in a significant contraction in margins in FY 2022. Fitch believes Kaiser's EBITDA margins will remain pressured in 2023 before recovering to above 7.0% in 2024, in line with the expected easing of inflationary and supply chain pressures, cost optimization efforts, and continued demand recovery in Kaiser's aerospace and auto end markets. Improving Aerospace/Auto Demand: Kaiser has high exposure to the cyclical aerospace, industrial and automotive industries, which could result in top-line volatility driven by economic cycles and price and demand fluctuations. Fitch expects the recovery for the commercial airlines industry to take longer than the auto recovery, with Kaiser expecting a full aerospace recovery to pre-pandemic-2019 levels at the end of 2024. Aircraft delivery and OEM build rates will likely remain flat to slightly increasing over the next 6-12 months after a substantial ramp-up during 2022 following pandemic lows. Demand for general engineering and industrial applications is expected to be relatively flat in 2023, driven by destocking trends stemming in 4Q22 for extruded rod and bar products. Longer term, Fitch believes the aerospace, industrial and automotive industries show significant growth opportunities driven by increasing aluminum content from the light-weighting of vehicles, reshoring of semiconductor manufacturing, and generally increasing global travel demand over the past 15 years prior to the 737MAX issues and the pandemic in 2019 and 2020, respectively. Packaging Reduces Cyclical Demand Exposure: Fitch views growing exposure to the stable, non-cyclical packaging end market, acquired through Kaiser's Warrick casting and rolling mill in 2021, will generally reduce volume volatility through business cycles. Warrick is one of four aluminum rolling mills exclusively serving the North American can sheet market. Fitch believes solid U.S. aluminum supply/demand fundamentals, high demand for metal beverage and food cans, and the increased sustainability awareness of aluminum compared to other materials support long-term growth. Financial resilience is further demonstrated by Kaiser's highly contracted shipments and its price passthrough business model, which provides some margin protection against aluminum price volatility. Capital Spending Expectations Manageable: Kaiser has planned for a $225 million investment to expand its Trentwood facility to support the recovery in aerospace and general engineering plate demand. Fitch believes Kaiser's capital spending timing for the Trentwood project is flexible, with a restart of spending expected in line with a recovery in aerospace demand. Kaiser initiated expansion investments in new coated capacity to meet structural demand for primarily metal beverage and food cans. Kaiser has invested approximately $75 million in 2022 of a planned $150 million new roll coat line at its Warrick facility to increase its capacity for higher margin coated packaging products. The new roll coat line is expected to be operational by 2024. This is in addition to $25 million in other investments to support the automotive market and general engineering long products demand. Fitch believes capex associated with these projects will occur over the next couple of years and be supported by a combination of cash on hand and FCF. Solid Business Model: Kaiser focuses on products with demanding applications and high barriers to entry, which tend to command a premium and differentiates its product offerings. Kaiser's EBITDA margins tend to fluctuate much less than aluminum prices as a result of the company's ability to pass through the majority of metal prices on to customers and its use of hedging to mitigate most of the remaining price risk. Kaiser's aluminum cost pass-through mechanisms are embedded in most of its contracts but tend to have more of a lag during periods of sharp fluctuations in aluminum and alloy prices. DERIVATION SUMMARY Kaiser is smaller and has weaker projected leverage metrics compared with leading global rolled aluminum sheet producer, Arconic Corporation (BB+/Positive), although Arconic has stronger margins and lower pension obligations following its announced annuitization. Kaiser has similar end market diversification compared with Arconic and is more diversified by end market than global engineering products provider, Howmet Aerospace Inc. (BBB-/Stable). However, Howmet is significantly larger, has higher EBITDA margins and has more favorable projected leverage metrics. KEY ASSUMPTIONS Fitch's Key Assumptions Within The Rating Case for the Issuer: - Gradual recovery in aerospace shipments in 2023, not recovering to near-2019 levels until 2025; - Automotive shipments grow roughly 2% per year; - Packaging shipments grow roughly 5% per year; - Aluminum prices of $2,500/tonne in 2023, 2024 and 2025 and $2,000/tonne in 2026; - Capex of around $170-$200 million in 2024 trending toward around $130-$140 million per year on average thereafter; - No acquisitions and no share repurchases through 2026. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - EBITDA leverage sustained below 3.5x; - EBITDA margins sustained above 10%, reflective of improved market conditions. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA leverage sustained above 4.5x; - EBITDA margins expected to be sustained below 8%. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of Dec. 31, 2022, cash and cash equivalents were $57.4 million and availability was approximately $558 million under the $575 million ABL due 2027 ($17 million utilized for LOCs, no borrowing). As of Feb. 20, 2023, Kaiser had $10.2 million in outstanding borrowings on its revolver. Fitch believes Kaiser may potentially draw further on its revolver in 2023 to fund working capital. The ABL is subject to a borrowing base ($575 million at Dec. 31, 2022) and a 1.0x fixed charge coverage covenant if excess availability is less than the greater of (i) 10% of the Line Cap (minimum of $575 million and borrowing base) and (ii) $46 million. The ABL is subject to a pricing grid of SOFR + 125 to 150bps depending on whether average excess availability is greater than or equal to 40% of the borrowing base. ISSUER PROFILE Kaiser Aluminum Corporation manufactures and sells semi-fabricated specialty aluminum mill products for the following end market applications: aerospace and high strength, packaging, automotive, general engineering and other industrial applications. 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 ----------- ------ -------- ----- Kaiser Aluminum Corporation LT IDR BB- Downgrade BB senior unsecured LT BB- Downgrade RR4 BB senior secured LT BB+ Downgrade RR1 BBB- KALERA INC: Seeks Chapter 11 Bankruptcy Protection in Florida ------------------------------------------------------------- Amy Sowder of The Packer reports that Kalera, a vertical farming company based in Orlando, Fla., filed for Chapter 11 bankruptcy April 4, 2023, in the U.S. Bankruptcy Court for the Southern District of Texas. The public limited company is known on the Nasdaq stock exchange as "KAL," according to a news release. Kalera will continue to operate its business as "debtor-in-possession" under the jurisdiction of the bankruptcy court and according to the bankruptcy code. The company is requesting customary relief for transitioning into Chapter 11 so that ordinary daily operations won’t be disrupted. Jim Leighton's employment as Kalera's president and CEO has ended, effective March 29, 2023. Leighton also resigned from the company’s board of directors. The rest of the company's executive management team will remain with Kalera, including: Chief Operating Officer Austin Martin, Chief Financial Officer Fernando Cornejo, founder and Chief Science Officer Cristian Toma and Senior Vice President of Human Resources Leon Lachance. These members will remain on the board: Chairman Curtis Williams, Robert Arnall, Brent de Jong, Sonny Perdue and Cristian Toma. Kalera has a global network of hydroponic vertical farms growing greens and culinary herbs, harvested on demand year-round. Farms in Orlando, Houston, Atlanta and Denver are in operation. Farms in Seattle, Columbus, Honolulu and St. Paul, Minn., are under construction, according to Kalera's website. Kalera also operates farms in Munich and Kuwait and had a mega-farm opening in Singapore in 2022. Kalera PLC, Kalera S.A. and other subsidiaries — including Vindara Inc. and Iveron Materials Inc. — are not part of the Chapter 11 filing. Kalera intends to use the court-supervised process to evaluate strategic alternatives for Kalera, including a potential sale of Kalera or its assets. To help with process, Kalera PLC has appointed Mark Shapiro, senior managing director at B. Riley Advisory Services, as chief restructuring officer. Shapiro will oversee the business and its restructuring process to further the Kalera’s business strategy and sell it for the maximum value. "The Chapter 11 process will allow Kalera to continue operations and serve its existing customer base while it evaluates strategic alternatives for its business and assets," Shapiro said in the release. To enable Kalera to continue operations during the reorganization process, Kalera's existing lender has agreed to provide Kalera with $5.1 million of debtor-in-possession financing, as long as Kalera meets some customary conditions, including the approval of the bankruptcy court, which has not been obtained by press time. Kalera hired the Baker & Hostetler law firm to be its legal adviser and B. Riley Advisory Services to be its financial adviser to assist in the Chapter 11 case filing, its restructuring and review of all available strategic alternatives. Because of this ongoing review, the company was not able to file its annual report for the preceding year ending Dec. 31, 2022, by March 31, 2022. It’s not clear when that report will be made. On April 14, 2022, according to the release, Kalera took a loan from Farm Credit of Central Florida, in which Farm Credit agreed to make: Revolving loans in an aggregate principal amount of up to $10 million. One or more term loans in an aggregate principal amount up to $20 million. On March 21, 2023, Farm Credit informed Kalera that as of the close of business on March 17, 2023, Farm Credit had sold its interest under the loan agreement to Sandton Credit Solutions Master Fund V. Starting this Chapter 11 bankruptcy case constitutes a default on the loan, which accelerates Kalera’s obligations under the loan. The loan agreement provides that, upon a Chapter 11 case filing, the unpaid principal and interest due under the loan agreement are automatically due and payable. But Chapter 11 bankruptcy protects Kalera from this: Any efforts to enforce these loan payment obligations are automatically stayed as a result of the Chapter 11 case filing, according to the release, and the creditors’ rights of enforcement are subject to the bankruptcy code. Kalera has more than 200 creditors, according to the petition for Chapter 11 bankruptcy. Some of the creditors with the largest unsecured claims that aren’t insiders include: Orlando-based House of Plastics Unlimited Inc. for $352,053; Orlando-based accountant Grant Thornton for $345,622; Grand Rapids, Mich.-based public relations firm Lambert for $323,822.63; Columbus, Ohio-based freight brokerage firm BBI Logistics for $197,991; and Tavares, Fla.-based Aaron's Electrical Services for $116,632.35. About Kalera Inc. Kalera Inc. is a vertical farming company. The Company utilizes proprietary technology and plant and seed science to sustainably grow local, delicious, nutrient-rich, pesticide-free, non-GMO leafy greens year-round. Kalera Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No.: 23-90290) on April 4, 2023. In the petition filed by Mark Shapiro, as chief restructuring officer, the Debtor estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. The Debtor tapped BAKER & HOSTETLER LLP as counsel. BMC GROUP, INC., is the claims agent. KCW GROUP: Hires Cooper & Scully P.C. as Legal Counsel ------------------------------------------------------ KCW Group, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Cooper & Scully, P.C. as legal counsel. The firm's services include: a. prepare and file the Debtor's bankruptcy schedules and statement of financial affairs; b. negotiate with creditors and handling routine motions that will be filed in the Debtor's Chapter 11 case; c. file objections to claims, if necessary; d. perform legal work necessary to sell property of the estate; e. file and prosecute adversary proceedings necessary to determine the extent, validity and priority of liens; f. file and prosecute avoidance actions if necessary; g. filing and prosecuting adversary proceedings, motions and contested pleadings as necessary; h. prepare and file a Chapter 11 plan and disclosure statement; i. conduct discovery that is required for the completion of the case or any matter associated with the case; j. perform all legal matters that are necessary for the completion of the case; and k. perform miscellaneous legal duties to complete the bankruptcy case. The firm will be paid at these rates: Julie M. Koenig $450 per hour Paralegal $125 per hour The Debtor paid the firm $15,000 as retainer, and $1,738 as filing fee. Julie Koenig, Esq., a shareholder of Cooper & Scully, P.C., disclosed in a court filing that her firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Julie M. Koenig, Esq. Cooper & Scully, P.C. 815 Walker St., Suite 1040 Houston, TX 77002 Tel: (713) 236-6800 Fax: (713) 236-6880 Email: julie.koenig@cooperscully.com About KCW Group KCW Group, LLC owns and operates a large facility for weddings, quincineras and other events for residents in Houston and the surrounding areas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-30988) on March 22, 2023. In the petition signed by Edward Schulenburg, Jr., the Debtor disclosed up to $10 million in both assets and liabilities. Judge Jeffrey P. Norman oversees the case. Julie M. Koenig, Esq., at Cooper & Scully, P.C., represents the Debtor as legal counsel. KINGPRIEST HOLDINGS: Starts Subchapter V Bankruptcy Case -------------------------------------------------------- Kingpriest Holdings LLC filed for chapter 11 protection in the District of South Carolina. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. According to court filings, Kingpriest Holdings LLC estimates between $1 million and $10 million in debt owed to 1 to 49 creditors. The petition states that funds will not be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Section 341(a) is slated for May 3, 2023 at 10:30 a.m. About Kingpriest Holdings LLC Kingpriest Holdings LLC is a limited liability company in South Carolina. Kingpriest Holdings LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D.S.C> Case No. 23-00968) on April 3, 2023. In its petition, the Debtor reported assets and liabilities between $1 million and $10 million each. J. Kershaw Spong has been appointed as Subchapter V trustee. The case is overseen by Honorable Bankruptcy Judge Helen E Burris. KOTAI INVESTMENTS: Case Summary & Five Unsecured Creditors ---------------------------------------------------------- Debtor: Kotai Investments Inc. 802 E. Mission Road San Gabriel, CA 91776 Business Description: Kotai Investments Inc. Chapter 11 Petition Date: April 13, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-12242 Judge: Hon. Deborah J. Saltzman 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: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Curt Wang as president. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IVIYPMA/Kotai_Investments_Inc__cacbke-23-12242__0001.0.pdf?mcid=tGE4TAMA LIFSEY REAL ESTATE: Trustee Taps Johnson Pope Bokor as Counsel -------------------------------------------------------------- Michael Markham, the Subchapter V trustee for Lifsey Real Estate & Holdings, Inc., received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Johnson, Pope, Bokor, Ruppel & Burns, LLP as his legal counsel. The firm's services include: a. advising the trustee regarding his duties and obligations; b. taking necessary steps to analyze and pursue any avoidance actions; c. preparing legal papers; d. taking all legally appropriate steps to effectuate compliance with the Bankruptcy Code; and e. performing all other legal service, which may be necessary including the closing of sales of the Debtor's real properties. The Debtor paid a $20,000 pre-bankruptcy retainer, plus $1,738 for the filing fee. As disclosed in court filings, Johnson neither holds nor represents an interest adverse to the Debtor and its estate. The firm can be reached through: Michael C. Markham, Esq. Johnson Pope Bokor Ruppel & Burns, LLP 401 East Jackson Street, Suite 3100 Tampa, FL 33602 Tel: 813-225-2500 Fax: 813-223-7118 Email: mikem@jpfirm.com About Lifsey Real Estate & Holdings Lifsey Real Estate & Holdings, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00817) on March 3, 2023, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Michael C. Markham is the Subchapter V trustee appointed in the Debtor's case and is represented by Johnson, Pope, Bokor, Ruppel & Burns, LLP. Judge Roberta A. Colton oversees the case. The Debtor tapped Kathleen DiSanto, Esq., at Bush Ross, P.A. as its legal counsel. LTL MANAGEMENT: Talc Claimants Blast 2nd Chapter 11 Filing ---------------------------------------------------------- On April 10, 2023, the Ad Hoc Committee of Certain Talc Claimants released a statement in response to LTL Management's ("LTL," "the Debtor") second bankruptcy filing, urging the U.S. Bankruptcy Court for the District of New Jersey to dismiss the Debtor's bankruptcy case, lift all litigation stays benefiting non-debtors including LTL's parent Johnson & Johnson, and hold LTL, Johnson & Johnson ("J&J") and their enablers accountable. David Molton of Brown Rudnick LLP and co-counsel for the Committee said, "The sole purpose of this second filing, filed approximately two hours after the first LTL Management bankruptcy case was dismissed, is the continued evisceration and mortal delay of the talc victims' right to a jury trial. J&J is avoiding facing the full weight and scope of its responsibility for knowingly manufacturing and selling toxic products to generations of unsuspecting individuals and families in the United States and Canada." "The Third Circuit already found J&J's first filing to be in bad faith, yet J&J deliberately filed this second bankruptcy to stay all litigation against the non-debtor J&J and other non-debtor defendants. As a result, LTL and its advisors continue to reap the undeserved benefits of a bogus bankruptcy case while talc victims continue to suffer and die. This behavior cannot be allowed to continue." Committee co-counsel Melanie Cyganowski of Otterbourg P.C. added, "Despite the misleading statements from LTL and J&J, we know that more than 100 law firms representing ovarian cancer and mesothelioma claimants, including all of leadership, vehemently oppose the Debtor's plan. These are the voices representing over 40,000 claimants and the majority of cases that have been filed in state and federal courts around the country. Most importantly, the alleged support for this updated plan does not diminish or negate the bad faith of the bankruptcy." The Committee states that the Court should take no substantive actions in this bad faith case other than sua sponte dismissal and lifting the stay on non-debtors until an Official Committee of Talc Claimants is appointed and can represent the interests of all talc claimants. The AHC reserves all rights. The AHC's full statement can be viewed on the Case docket, available at: https://dm.epiq11.com/case/ltl/dockets. About the Ad Hoc Committee of Certain Talc Claimants The Ad Hoc Committee of Certain Talc Claimants (AHC) is comprised of nine members of the Official Committee of Talc Claimants (the "TCC") in the Debtor's first bankruptcy, all of whom carefully and with diligence exercised their fiduciary duties on behalf of all talc claimants in that role—Alishia Landrum; Rebecca Love; Blue Cross Blue Shield of Massachusetts; Tonya Whetsel; Kristie Doyle; William A. Henry; Randy Derouen; April Fair; and Patricia Cook. These parties and their counsel are intimately familiar with the Debtor and its bankruptcy case based on their faithful and extraordinary services as members of the Tort Claimants' Committee in the Debtor's first bankruptcy About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. Re-Filing of Chapter 11 Petition On January 30, 2023, a panel of the Third Circuit issued an opinion directing this Court to dismiss the 2021 Chapter 11 Case on the basis that it was not filed in good faith. Although the Third Circuit panel recognized that the Debtor "inherited massive liabilities" and faced "thousands" of future claims, it concluded that the Debtor was not in financial distress before the filing. On March 22, 2023, the Third Circuit entered an order denying the Debtor's petition for rehearing. The Third Circuit entered an order denying LTL's stay motion on March 31, 2023, and, on the dame day, issued its mandate directing the Bankruptcy Court to dismiss the 2021 Chapter 11 Case. The Bankruptcy Court entered an order dismissing the 2021 Case on April 4, 2023. Johnson & Johnson on April 4, 2023, announced that its subsidiary LTL Management LLC (LTL) has re-filed for voluntary Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain approval of a reorganization plan that will equitably and efficiently resolve all claims arising from cosmetic talc litigation against the Company and its affiliates in North America. In the new filing, J&J said it has agreed to contribute up to a present value of $8.9 billion, payable over 25 years, to resolve all the current and future talc claims, which is an increase of $6.9 billion over the $2 billion previously committed in connection with LTL's initial bankruptcy filing in October 2021. LTL also has secured commitments from over 60,000 current claimants to support a global resolution on these terms. LTR INTERMEDIATE: S&P Downgrades ICR to 'B-', Outlook Negative -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on LTR Intermediate Holdings Inc. (doing business as Liberty Tire Recycling) to 'B-' from 'B'. At the same time, S&P lowered its issue-level rating on the company's senior secured debt to 'B-' from 'B' and revised the recovery rating to '4' from '3'. The negative outlook reflects the potential S&P will lower its rating in the next 12 months if LTR's performance deteriorates such that its pro forma debt leverage reaches unsustainable levels and it continues to generate negative FOCF, which would further constrain its liquidity. The downgrade reflects LTR's weakening EBITDA and FOCF over the last few quarters, which have tightened its liquidity and increased its leverage metrics. S&P said, "Following the company's acquisition of Rubbercycle in early 2022, we expected its leverage metrics would improve as it generated positive FOCF for the year. However, due to persistent cost inflation, increased working capital usage, higher capital spending, and weaker-than-expected earnings, LTR generated negative FOCF for 2022, which we expect will continue into 2023. Additionally, we forecast rising interest rates will continue to negatively affect the company's cash flows. In 2022, LTR's recycled tire wire business was challenged by weaker wire pricing while its overall business faced headwinds from increased freight costs. The company continued to increase the top-line revenue from its inbound collections and graded tire business, though not fully from its outbound business, which could act as a tailwind in 2023. Due to its weakened earnings, LTR's S&P Global Ratings-adjusted debt to EBITDA increased above 7x for the 12-months ended December 2022 and we expect this metric will remain above 7.0x as of the end of 2023. The combination of weaker-than-expected EBITDA, working capital outflows, and elevated growth capital expenditure (capex) led us to revise our expectations and forecast modestly negative FOCF in 2023." S&P said, "The negative outlook on LTR reflects our expectation that its debt leverage will remain elevated over the next 12 months. Our base-case scenario also assumes some EBITDA improvement from a full year of earnings from Rubbercycle, moderating cost inflation, and pricing actions. However, we still forecast it will generate negative FOCF, which will constrain its liquidity. We forecast S&P Global Ratings-adjusted debt to EBITDA of about 7.0x-8.0x and funds from operations (FFO) to debt of about 4%-7% over the next 12 months. "We could lower our ratings on LTR over the next 12 months if a material decline in its operating performance causes its leverage to approach the double digits, which we would view as unsustainable. Additionally, a sustained period of negative FOCF generation could cause its liquidity to deteriorate beyond our current expectations, triggering a negative rating action. This could occur if its liquidity sources fall below 1x its uses. "We could also consider downgrading the company if it does not maintain prudent financial policies that support credit metrics we view as commensurate with the current rating. We would view the pursuit of debt-funded growth initiatives or dividend distributions as inconsistent with our current financial policy expectations. Finally, if LTR pursues debt buybacks at distressed levels that we view as a distressed exchange, we would lower the rating. "We could take a positive rating action on LTR over the next 12 months if its leverage improves below 7x for consecutive quarters and it generated positive FOCF. We would also need to believe that its financial sponsor was committed to maintaining its improved metrics before raising the rating. In addition, the company's liquidity sources would need to be at least 1.2x its uses." 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 LTR's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of its controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns. LUCIRA HEALTH: Pfizer to Buy Company Out of Bankruptcy ------------------------------------------------------ Ron Leuty of San Francisco Business Times reports that Pfizer Inc., the world's largest drug maker, will buy the assets of at-home Covid-flu test developer Lucira Health Inc. following an auction in U.S. Bankruptcy Court in Delaware. After meeting with an official bankruptcy court committee of unsecured creditors, Emeryville-based Lucira (NASDAQ: LHDXQ) declared Pfizer (NYSE: PFE), the manufacturer of a critical Covid-19 vaccine and drug, as the successful bidder. The next highest bidder was Pearsanta Inc., a recently formed subsidiary of Richmond, Virginia-based Aditxt Inc. (NASDAQ: ADTX), according to a bankruptcy court filing. Court filings did not disclose how much the companies bid for Lucira, which was the first company to win Food and Drug Administration emergency use authorization in late 2020 for an at-home, do-it-yourself molecular diagnostic test for Covid. Lucira filed for Chapter 11 bankruptcy protection in February as it awaited FDA approval of a combined Covid-flu test for which it had been trying to take to market for months. Two days after the bankruptcy filing, FDA officials granted emergency use authorization, or EUA, for the combined test. Pfizer's purchase of Lucira's assets is scheduled to be heard April 13 before Bankruptcy Court Judge Mary F. Walrath. Pfizer and Lucira, led by President and CEO Erik Engelson, aren't strangers. When Lucira in November launched its test-to-treat online service, Pfizer provided the educational and risk-assessment pieces. About Lucira Health Founded in 2013, Lucira is a medical technology company focused on the development and commercialization of transformative and innovative infectious disease test kits. Lucira Health filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Case No. 23-10242) on Feb. 22, 2023. As of Dec. 31 2022, the Debtor posted total assets of $145,897,301 and total debt of $84,720,814. Judge Mary F. Walrath oversees the case. The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Cooley, LLP as legal counsels; Armanino, LLP as financial advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Brya Michele Keilson, Esq. LUCIRA HEALTH: Seeks to Hire Cooley LLP as Bankruptcy Counsel ------------------------------------------------------------- Lucira Health, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Cooley LLP as bankruptcy counsel. The firm will provide these services: a. advise the Debtor of its rights, powers, and duties as a debtor in possession under chapter 11 of the Bankruptcy Code; b. prepare, on behalf of the Debtor, all necessary and appropriate applications, motions, proposed orders, other pleadings, notices, schedules, and other documents, and review all financial and other reports to be filed in the Chapter 11 Case; c. advise the Debtor concerning, and prepare responses to, applications, motions, other pleadings, notices, and other papers that may be filed and served in the Chapter 11 Case; d. advise the Debtor with respect to, and assist in the negotiation and documentation of, financing agreements and related transactions; e. review the nature and validity of any liens asserted against the Debtor's property and advise the Debtor concerning the enforceability of such liens; f. advise the Debtor regarding its ability to initiate actions to collect and recover property for the benefit of its estate; g. counsel the Debtor in connection with any sale of assets and related documents; h. counsel the Debtor in connection with any chapter 11 plan and related documents; i. advise and assist the Debtor in connection with any potential property dispositions; j. advise the Debtor concerning executory contract and unexpired lease assumptions, assignments, and rejections; k. assist the Debtor in reviewing, estimating, and resolving claims asserted against the Debtor's estate; l. commence and conduct litigation necessary or appropriate to assert rights held by the Debtor, protect assets of the Debtor's estate, or otherwise further the goal of completing the Debtor's chapter 11 plan; m. provide corporate, securities, employee benefit, litigation, tax, intellectual property, and other general non-bankruptcy services to the Debtor to the extent requested by the Debtor; and n. perform all other necessary or appropriate legal services in connection with the Chapter 11 Case for or on behalf of the Debtor. The firm will be paid at these rates: Partners $1,285 to $1,600 per hour Counsel $1,260 to $1,560 per hour Associates $625 to $1,250 per hour Paralegals $325 to $560 per hour Professional Staffs $150 to $385 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. On December 16, 2022, February 14, 2023, and February 22, 2023, the Debtor paid the firm general retainers in the amount of $250,000 each and $750,000 in the aggregate (the "Retainer"). In addition, after application of all payments received from the Debtor on account of all Cooley invoices, as of the Petition Date, the firm's Retainer balance is $292,095.18 to secure payment of postpetition fees and expenses. Robert L. Eisenbach III, of Cooley LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The firm can be reached at: Robert L. Eisenbach III, Esq. Cooley LLP 101 California Street, 5th Floor San Francisco CA 94111 Tel: (415) 693-2000 About Lucira Health Founded in 2013, Lucira is a medical technology company focused on the development and commercialization of transformative and innovative infectious disease test kits. Lucira Health filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Case No. 23-10242) on Feb. 22, 2023. As of Dec. 31 2022, the Debtor posted total assets of $145,897,301 and total debt of $84,720,814. Judge Mary F. Walrath oversees the case. The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Cooley, LLP as legal counsels; Armanino, LLP as financial advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Brya Michele Keilson, Esq. LUCIRA HEALTH: Seeks to Hire Young Conaway as Co-Counsel -------------------------------------------------------- Lucira Health, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP as co-counsel with Cooley LLP. The firm's services include: a. providing legal advice and services regarding Local Rules, practices, and procedures and providing substantive and strategic advice on how to accomplish the Debtor's goals in connection with the prosecution of the Chapter 11 Case, bearing in mind that the Court relies on co-counsel such as Young Conaway to be involved in all aspects of each bankruptcy proceeding; b. reviewing, commenting, and preparing drafts of documents to be filed with the Court as co-counsel to the Debtor; c. appearing in Court and at any meeting with the United States Trustee for the District of Delaware (the "U.S. Trustee") and any meeting of creditors at any given time on behalf of the Debtor as its co-counsel; d. performing various services in connection with the administration of the Chapter 11 Case, including, without limitation: (i) preparing agenda letters, certificates of no objection, certifications of counsel, notices of fee applications and hearings, and hearing binders of documents and pleadings; (ii) monitoring the docket for filings and coordinating with Cooley LLP ("Cooley") on pending matters that need responses; (iii) preparing and maintaining critical dates memoranda to monitor pending applications, motions, hearing dates, and other matters and the deadlines associated with the same; (iv) handling inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of the Chapter 11 Case; and (v) coordinating with Cooley on any necessary responses; and e. performing all other services assigned by the Debtor, in consultation with Cooley, to Young Conaway as co-counsel to the Debtor; to the extent the Firm determines that such services fall outside of the scope of services historically or generally performed by Young Conaway as co-counsel in a bankruptcy proceeding, Young Conaway will file a supplemental declaration pursuant to Bankruptcy Rule 2014. The firm will be paid at these rates: Sean M. Beach $1,070 per hour Ashley E. Jacobs $810 per hour Timothy R. Powell $560 per hour Joshua B. Brooks $505 per hour Emily C.S. Jones $425 per hour Chad Corazza, Paralegal $355 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. On January 30, 2023, the firm received and initial retainer of $150,000, and on February 21, 2023, the firm received a supplemental retainer of $200,000. Sean Beach, Esq., a partner at Young Conaway Stargatt & Taylor, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Sean M. Beach, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: sbeach@ycst.com About Lucira Health Founded in 2013, Lucira is a medical technology company focused on the development and commercialization of transformative and innovative infectious disease test kits. Lucira Health filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Case No. 23-10242) on Feb. 22, 2023. As of Dec. 31 2022, the Debtor posted total assets of $145,897,301 and total debt of $84,720,814. Judge Mary F. Walrath oversees the case. The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Cooley, LLP as legal counsels; Armanino, LLP as financial advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Brya Michele Keilson, Esq. MADERA COMMUNITY: Seeks Approval to Hire CHW as Accountant ---------------------------------------------------------- Madera Community Hospital seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ CHW LLP as its accountant. The firm's services include: a. preparation of adjusting entries, working papers and depreciation calculations in connection with preparing, reporting on, or estimating the Debtor's financial statements, financial reports, federal income and state tax returns or tax liabilities, and federal income and state tax deposits; b. review of correspondence received, preparation of correspondence in response to and representation services as needed in connection with federal, state and county taxing authorities; and c. consulting, tax advice and litigation services as required by the Debtor. The firm will be paid at these rates: Robert Church, CPA $350 per hour Partners $300 - $400 per hour Non-owners $175 per hour As disclosed in court filings, CHW does not hold interests adverse to the Debtor. The firm can be reached through: Robert Church, CPA CHW LLP 7797 N 1ST St Fresno, CA, 93720-3715 Phone: +1-559-549-5400 Email: info@chwllp.org About Madera Community Hospital Madera Community Hospital operates a general medical and surgical hospital in Madera, Calif. Madera Community Hospital sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-10457) on March 10, 2023. In the petition signed by its chief executive officer, Karen Paolinelli, the Debtor disclosed $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge Rene Lastreto II oversees the case. The Debtor tapped Riley C. Walter, Esq., at Wanger Jones Helsley, as bankruptcy counsel and McCormick Barstow LLP and Ward Legal, Inc. as special counsels. The U.S. Trustee for Region 17 appointed an official committee of unsecured creditors in the Debtor's Chapter 11 case on April 5, 2023. MAGNITE INC: S&P Upgrades ICR to 'B+', Outlook Stable ----------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Magnite Inc. to 'B+' from 'B'. S&P also raised its issue-level rating on its first-lien credit facility to 'BB-' from 'B+'. The '2' recovery rating remains unchanged. The stable outlook reflects S&P's expectations that Magnite will maintain adjusted leverage below 5.0x over the next 12 months, as revenue growth moderates and EBITDA margin improves in the second half of 2023 once the company completes its platform integration and eliminates duplicative costs. The outlook also reflects its expectations for FOCF to debt to remain above 10% on a sustained basis. Magnite reported strong operating performance in 2022, leading to significant deleveraging and improvement in cash flow generation. As of Dec. 31, 2022, the company's adjusted leverage was 4.5x, down from 7.0x the prior year. FOCF to debt increased to 20.4% from 14% in 2021. Magnite benefited from a full year of its SpotX and SpringServe acquisitions and organic growth through new client wins throughout 2022, driving up traffic volume across its platform. Magnite also benefited from a diversified client base across multiple verticals allowing stronger verticals in travel and food and beverage, for example, to offset weakness in retail due to macroeconomic and secular headwinds. S&P said, "We forecast adjusted leverage to be between 4.0x and 4.5x in 2023 while FOCF to debt will remain above 10% on a consistent basis. We expect adjusted EBITDA margins will be weaker in the first half of 2023 as the company completes the integration of its dual platforms. The integration will incur duplicative costs as part of a planned client migration process that it expects to complete by the second half of 2023, reducing total expenses going forward. Given the initial cost impact of the integration, we expect its adjusted EBITDA margin will decline between 150 and 200 basis points (bps) in 2023, but revenue growth in the mid-single-digit range will keep adjusted EBITDA flat compared with 2022. We are not forecasting any material debt-financed acquisitions or shareholder distributions over the next 12 months. As a result, we expect adjusted leverage will remain between 4.0x and 4.5x in 2023, before decreasing to 3.5x–4.0x in 2024 and that FOCF to debt will remain above 10% on a sustained basis." Magnite remains in a good position to benefit from the fast-growing connected TV (CTV) advertising space. S&P expects CTV viewership will continue expanding due to the ongoing proliferation of over the top (OTT) services and its growing audience, which has come at the expense of linear TV. While the volume of advertising spending on linear TV is still significantly larger than for CTV, the growing CTV audience supports its expectation for an acceleration in digital ad spending over the next 12-24 months. Furthermore, programmatic digital advertising allows publishers with excess ad inventory to connect with a broader range of advertisers than they otherwise would have due to a lack of pre-existing relationships. Through real-time bidding and access to a larger pool of advertisers, publishers can maximize their revenue by offering their ad inventory to the highest bidder. Advertising inventories in the company's DV+ segment (online video, display, and audio segments), runs across desktop and mobile channels and tends to be more commoditized, which could pressure pricing. S&P said, "However, we expect Magnite's established relationships with key major publishers in these segments will partially offset some risk. Nonetheless, as the digital advertising industry evolves, the efficacy of programmatic advertising could decline if privacy controls materially restrict advertisers' access to user data (e.g., an HTTP cookie). While we don't forecast any immediate material effects to the industry, sustained limitations on obtaining effective user data could temper the appeal of programmatic advertising and reduce Magnite's pricing and volume across the board." S&P said, "The stable outlook reflects our expectations that Magnite will maintain adjusted leverage below 5.0x over the next 12 months, as revenue growth moderates and EBITDA margin improves in the second half of 2023 once the company completes its platform integration and eliminates duplicative costs. The outlook also reflects our expectations for FOCF to debt to remain above 10% on a sustained basis." S&P could lower its ratings if it expects Magnite's adjusted leverage to rise and remain above 5.0x and/or its FOCF to debt declines below 10% on a sustained basis. This could occur if: -- The company is unable or takes significantly longer than expected to fully integrate its platforms, leading to weaker EBITDA margins and/or higher capitalized software development costs on a sustained basis; -- Magnite pursues additional material debt-financed M&A and/or shareholder distributions indicating tolerance for a more aggressive financial policy. S&P could raise its ratings on Magnite if it believes the company will maintain adjusted leverage below 4.0x while maintaining FOCF to debt of at least 10% on a consistent basis. This could occur under the following scenarios: -- Revenue growth continues at least in the mid- to high-single-digit percentage rate; and -- Adjusted EBITDA margins remain above 30% on a sustained basis. ESG credit indicators: E-2, S-2, G-2 MAKENA TRADING: Hits Chapter 11 Bankruptcy Protection ----------------------------------------------------- Eman Elshahawy of South Florida Business Journal reports that Pembroke Pines-based Makena Trading Corp., a trucking company that delivers goods and general freight, filed for Chapter 11 reorganization in U.S. Bankruptcy Court on April 3, 2023. The business's president, Guillermo Gutierrez, listed a total of $810,201.27 in secured debt owed to five companies, including BMO Harris Bank, First Citizens Bank and Ford Motor Credit Co. He listed $152,603.11 in unsecured debt owed to Channel Capital Partners, Bank of America and more. The company, which employs 10 truck drivers as 1099 contractors, is petitioning to finance its debt due to a decline in revenue from the Covid-19 pandemic, according to the case summary. The document stated that Makena made $2,264,030.05 in sales last year, and that the 10 contract workers are each still owed $5,407.05 and one W-2 employee is owed $3,500. For its assets, Gutierrez listed nine trucks and one trailer with a combined value of $1.154 million. Mark Roher, the attorney representing Makena in the Chapter 11 case, did not immediately respond to a request for comment on the debt reorganization. However, the petition summary indicated that the anticipated emergency relief for Makena's use of cash collateral, continued use of cash management system and the authority to pay Gutierrez's $112,148.71 listed salary would be requested within 14 days of the filing. U.S. Department of Transportation records show Makena Trading Corp. was founded in 1997 and, according to the case summary, it has earned close to $300 million in year-to-date sales. About Makena Trading Corp. Makena Trading Corp., doing business as a trucking company that delivers goods and general freight. Makena Trading Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No.: 23-12637) on April 3, 2023. In the petition filed by Guillermo Gutierrez, as president, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Scott M. Grossman handles the case. The Debtor is represented by: Mark S. Roher, Esq. LAW OFFICE OF MARK S. ROHER, P.A. 1806 N. Flamingo Road Suite 300 Pembroke Pines, FL 33028 Tel: (954) 353-2200 Email: mroher@markroherlaw.com MALAGA DINER: Seeks Cash Collateral Access ------------------------------------------ Malaga Diner asks the U.S. Bankruptcy Court for the District of New Jersey for authority to use cash collateral in the average amount of $29,000 per week. Wilmington Savings Fund Society, FSB has an interest in the cash collateral sought to be used. TD Bank, located in Millville, New Jersey, has possession of the cash collateral, which consists of deposit funds. The Debtor needs to use the cash collateral to meet its payroll obligations and purchase inventory and supplies needed in the operation of its business. The Debtor proposes to protect Wilmington Savings' interest in the cash collateral by providing the bank with a lien on the TD Bank account monies owed to the Debtor and by continuing its cash flow on an ongoing, uninterrupted basis in accordance with the Debtor's ordinary course of business. There are no other liens against the TD Bank account. A copy of the motion is available at https://bit.ly/3obZvaJ from PacerMonitor.com. About Malaga Diner Corp. Malaga Diner Corp sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-10898) on February 2, 2023. In the petition signed by Serpil On, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Dino S. Mantzas, Esq. represents the Debtor as legal counsel. MARSHALL SPIEGEL: Denial of Matthew Spiegel's Fee Request Affirmed ------------------------------------------------------------------ In the appealed case captioned as 1116-1122 Greenleaf Building LLC, Matthew Spiegel, Appellants, v. Official Committee of Unsecured Creditors, Appellee, Case Nos. 22-cv-1622, 22-cv-1651, (N.D. Ill.), Judge Mary M. Rowland of the U.S. District Court for the Northern District of Illinois affirms the bankruptcy court's orders denying the Appellants' Fee Request and imposing attorneys' fees against the Appellants. The matter before the Court involves two discovery orders entered by the bankruptcy court. The Debtor in the bankruptcy court is Marshall Spiegel. The Appellee is the Official Committee appointed to represent the interests of Marshall's unsecured creditors. Spiegel's adult son, Matthew Spiegel, and Matthew's company, 1116-22 Greenleaf Building, LLC, are the Appellants in this case. On April 20, 2021, the Appellee filed a motion to conduct Rule 2004 examinations, which the Appellants opposed. However, the bankruptcy court overruled the Appellants' objection, granted the 2004 Motion and authorized the issuance of subpoenas to both the Appellants. On the subpoenas' compliance date, the Appellants filed their joint objections to the Rule 2004 subpoenas and to modify or quash. Consequently, the Appellee filed a motion to compel, which the bankruptcy court granted. The bankruptcy court ordered the Appellants to produce responsive documents, and for Matthew Spiegel to sit for a deposition. In October 2021, Appellee filed a second motion to compel, arguing that the Appellants' discovery responses remained deficient and that they refused to meet and confer regarding discovery. Appellee also requested that the bankruptcy court sanction the Appellants and their attorney for the expenses in connection with drafting and filing the Second Motion to Compel. On the other hand, the Appellants' filed a Fee Request seeking $183,645 in attorneys' fees and costs in connection with their involvement in the Chapter 11 case, including $108,000 in costs "for redactions to bank statements." Beginning with the bankruptcy court's order denying the Appellants' Fee Request, Appellants argue that the bankruptcy court erred by concluding that the Appellants did not incur "significant expense" mandating fee-shifting under Rule 45 of the Federal Rule of Civil Procedure. In deciding to not shift costs, Judge Rowland finds no error with the bankruptcy court's conclusion "that the vast majority of the Appellants' requested costs did not relate to their compliance with their subpoena. . . that the costs were not "significant" by evaluating three factors: (1) whether the non-party has an interest in the outcome of the case; (2) whether the non-party can more readily bear the cost than the requesting party; and (3) whether the litigation is of public importance. . . the bankruptcy court concluded that fee-shifting was inappropriate. . . finding that the Appellants had a significant interest in the outcome of the case and that they were more than able to bear the costs of compliance." Judge Rowland points out that: "the bankruptcy court correctly discounted the Appellants' costs from over $100,000 to around $10,000, because 'unnecessary or unduly expensive services' do not count as compensable "expenses" under Rule 45. . . the bankruptcy court properly considered the three factors above in denying Appellants' requested fees." The Appellants also appealed the bankruptcy court's imposition of Rule 37 sanctions. They argue that Rule 37 of the Federal Rule of Civil Procedure applies only to parties, not to third parties. Judge Rowland explains that " the bankruptcy court committed no legal error by imposing attorneys' fees against Appellants under Rule 37(a)(5)(A) . . . the plain language of the rule applies to 'a party or deponent whose conduct necessitated' a discovery motion." A full-text copy of the Memorandum Opinion and Order dated March 28, 2023, is available https://tinyurl.com/4dr3rhx8 from Leagle.com. About Marshall Spiegel Marshall Spiegel sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-21625) on Dec. 16, 2020. The Debtor is represented by David Lloyd, Esq. MH SUB I: Moody's Raises CFR to B2 & Secured First Lien Debt to B1 ------------------------------------------------------------------ Moody's Investors Service upgraded MH Sub I, LLC's ("MH Sub I" or the "company," d/b/a "Internet Brands") Corporate Family Rating to B2 from B3, Probability of Default Rating to B2-PD from B3-PD, senior secured first lien bank credit facilities ratings to B1 from B2, and senior secured second lien term loan to Caa1 from Caa2. Concurrently, Moody's assigned a B1 rating to the proposed $4.7 billion senior secured first-lien term loan. The outlook is stable. Following is a summary of the rating actions: Upgrades: Issuer: MH Sub I, LLC Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Issuer: MH Sub I, LLC (Co-Borrower: WebMD Health Corp.) $298.8 Million Senior Secured First Lien Revolving Credit Facility due 2026, Upgraded to B1 (LGD3) from B2 (LGD3) $2,434 Million Outstanding Senior Secured First Lien Term Loan due 2024, Upgraded to B1 (LGD3) from B2 (LGD3) $2,307 Million Outstanding Senior Secured First Lien Term Loan due 2024, Upgraded to B1 (LGD3) from B2 (LGD3) $575 Million Senior Secured Second Lien Term Loan due 2029, Upgraded to Caa1 (LGD6) from Caa2 (LGD6) Assignments: Issuer: MH Sub I, LLC $4,740.8 Million Senior Secured First Lien Term Loan due 2028, Assigned B1 (LGD3) Outlook Actions: Issuer: MH Sub I, LLC Outlook, Remains Stable The transaction is leverage neutral given that the new $4.7 billion term loan will be used to fully refinance the existing first-lien term loans due 2024 (the "2024 Term Loans"). The proposed term loan will be issued by the same borrower/co-borrower entities, secured by the same collateral package, and guaranteed by the same guarantors as the 2024 Term Loans and revolving credit facility (RCF). The assigned rating is subject to review of final documentation and no material change in the size, terms and conditions of the transaction as advised to Moody's. Upon full repayment of the 2024 Term Loans, Moody's will withdraw the debts' existing ratings. RATINGS RATIONALE The ratings upgrade reflects Moody's expectation that Internet Brands will demonstrate improved credit protection measures, including deleveraging and continued strong free cash (FCF) generation, and very good liquidity over the rating horizon. Internet Brands benefits from its diversified and resilient business model and enhanced scale as the #1 digital health services and information provider to physicians and consumers. The CFR incorporates Internet Brands' management continuity, excellent long-term operating track record for delivering consistent revenue and EBITDA growth, and strong execution on M&A integration and related revenue/cost synergies, which have collectively led to high profit margins. Moody's expects the economy to remain challenged and media spend to be subdued this year. However, Internet Brands' proactive cost reductions and operational investments combined with steady growth in the Health vertical (exhibits less sensitivity to macroeconomic pressures and represents the company's largest business segment), as well as Dental and the SaaS/Software business (approximately 90% recurring revenue), will sustain EBITDA growth and margin improvement over at least the next year. This, coupled with Moody's expectation that Internet Brands will exhibit financial discipline and self-fund future acquisitions with internal cash, will enable deleveraging via organic and inorganic EBITDA growth to the 6x area at year end 2023 and near 5.5x by 2024 (metrics calculated and adjusted by Moody's). The projection assumes no incremental debt is brought into the capital structure to fund shareholder distributions. While leverage will likely remain higher than the average for the median for B2-rated issuers over the next 12-18 months, Moody's believes the business model can accommodate a more leveraged capital structure due to Internet Brands' good revenue visibility, focus on performance-based ad revenue, high EBITDA margins in the 40% range and history of positive FCF generation. Internet Brands' B2 CFR is supported by the company's position as an established and leading US Internet publisher of editorial content with a robust online customer acquisition protocol designed around a proprietary analytics platform and performance-based revenue model. The company's digital marketing funnel, buoyed by its owned and operated branded digital media assets, has consistently delivered higher customer traffic and sales conversions than its advertising clients' in-house marketing programs. The rating is further enhanced by: (i) WebMD's position as the foremost B2B and B2C provider of health-related digital content facilitating a robust platform for healthcare and pharmaceutical advertising, two sectors that remained resilient during the pandemic-induced recession; (ii) expectations for continued good organic web traffic and revenue growth as media content, advertisers and consumers increasingly migrate to digital and mobile platforms over the medium-to-long term; (iii) high margin SaaS/software-based service offerings that enhance revenue diversification and visibility due to the recurring/reoccurring revenue stream and high customer retention; and (iv) a low-cost traffic acquisition model resulting in relatively low operating expenses combined with modest working capital and capex that facilitate positive FCF, supporting very good liquidity and the ability to de-lever. The rating also considers Internet Brands': (i) moderately high financial leverage, albeit projected to decrease; (ii) M&A posture that can lead to volatile credit metrics as well as integration challenges; (iii) possible declines in website traffic due to rapidly changing technology and industry standards, changes in approaches for content delivery, branding and distribution, sudden changes in how consumers engage with media content over time as well as low entry barriers that could possibly increase competitive threats; and (iv) continual revisions to Google's and other search engine's algorithms that could minimize the company's websites' listings placements on search engine results pages (SERP) and reduce customer traffic to its sites. There is also small exposure to cyclical advertising revenue as well as organic revenue growth moderation over the coming quarters as the economy and advertising spend slow with potential recessionary pressures. The stable outlook reflects Moody's view that Internet Brands' performance-based digital advertising model and Software-as-a-Service (SaaS) subscription platform will remain fairly resilient and generate solid FCF even if the economy slows over the coming quarters and/or enters a mild recession. The outlook considers the potential for the pace of de-leveraging to slow somewhat over the next twelve months due to moderating EBITDA growth amid low-to-mid single digit organic revenue growth (consistent with slowing advertising spend) and rising costs, likely pressuring margins. However, over the medium-to-longer term, Moody's expects that Internet Brands will continue to experience favorable digital ad market trends and achieve share gains as clients adopt its data-driven marketing approach and consumers increasingly shift their media consumption and purchases online. While Internet Brands could incur debt for M&A and/or shareholder distributions, which has transpired in the past, Moody's expects leverage and cash flow metrics will return to their expected ranges within 2-3 quarters. Over the next 12-18 months, Moody's expects Internet Brands will maintain very good liquidity supported by FCF projected in the range of $125 - $150 million annually, cash balances of at least $200 million (cash and equivalents totaled around $1 billion as of December 31, 2022) and access to the undrawn $298.8 million RCF. Moody's expects excess cash balances will be used to fund M&A over the coming year. ESG CONSIDERATIONS Internet Brands' ESG Credit Impact Score is highly negative (CIS-4), reflecting the company's neutral-to-low exposure to environmental risks, moderately-negative social exposures to potential breaches of customers' personal data and human capital considerations, and highly-negative governance profile. Environmental risks are neutral-to-low (E-2) across all categories. The nature of Internet Brands' media activities, with limited exposure to physical climate risk and very low emissions of pollutants and carbon, results in low environmental risk. Social risks are moderately-negative (S-3) related to potential cyberattacks and breaches of customers' personal data resulting in safety and security concerns that could damage Internet Brands' reputation and prompt users to avoid using its owned and operated digital content and e-commerce sites. Exposure to human capital is also moderately negative associated with Internet Brands' reliance on attracting, developing and retaining a highly skilled technology workforce. The company benefits from favorable exposure to demographic and societal trends, evidenced by continuing migration of consumers to its fast-growing online editorial content and advertisers shifting spend from traditional channels to digital platforms. Credit exposure to governance risks is highly negative (G-4) due to Internet Brands' high financial leverage and aggressive financial policies that include debt-financed M&A and shareholder distributions, offset by a history of solid free cash flow generation and very good liquidity. This risk also reflects that Internet Brands is a privately-owned controlled company with significant majority ownership held by its equity sponsor, KKR & Co. Inc. ("KKR"). None of the company's board members are independent (as defined by Moody's), a further governance weakness. Somewhat offsetting this is management's successful track record of achieving business objectives, good financial performance and managing M&A risk. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if Internet Brands maintains its leading market positions, demonstrates solid organic revenue/earnings growth and continues to successfully integrate acquisitions. The company would also need to exhibit EBITDA margin expansion leading to consistent and increasing positive free cash flow generation and sustained reduction in total debt to EBITDA approaching 5x with free cash flow to debt in the mid-single digit percentage range (all metrics calculated and adjusted by Moody's). Maintaining at least a good liquidity profile and exhibiting prudent financial policies would also be a condition for upward ratings pressure. Ratings could be downgraded if financial leverage is sustained above 6.25x total debt to EBITDA or EBITDA growth is insufficient to maintain free cash flow to adjusted debt of at least 2% (all metrics calculated and adjusted by Moody's). Market share erosion, significant client losses, sub-par organic revenue growth, weakened liquidity or if the company engages in leveraging acquisitions or sizable shareholder distributions could also result in a ratings downgrade. Headquartered in El Segundo, CA, MH Sub I is an internet media company that owns more than 250 branded websites across four major verticals (Health; Legal; Dental; and Media comprising Automotive, Home and Travel) reaching more than 200 million online consumers each month characterized by high consumer engagement and good advertising spend. The company licenses and delivers its content and internet technology products and services to small and medium-sized businesses (SMBs), major corporations and individual website owners primarily via two revenue models: (i) performance-based advertising; and (ii) subscription-based Software-as-a-Service (SaaS) platform. Founded in 1998, MH Sub I is majority-owned by private equity firm KKR. The company acquired WebMD Health Corp. in September 2017, for a net purchase price of $2.54 billion. In July 2022, the company completed an equity recapitalization with its existing investors, KKR and Temasek, and a group of new investors led by Warburg Pincus, at a valuation of over $12 billion. GAAP revenue totaled approximately $2 billion for the fiscal year ended December 31, 2022. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. MOUROUX FAMILY: Hires S.E. Cowen Law as Bankruptcy Counsel ---------------------------------------------------------- Mouroux Family Chiropractic, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ S.E. Cowen Law to handle its Chapter 11 bankruptcy case. The firm will be paid at its hourly rate of $350 for attorneys, and $125 for legal assistants. The firm will be reimbursed for its out-of-pocket expenses. The firm received from the Debtor a retainer of $22,262. Steven Cowen, Esq., a partner at S.E. Cowen Law, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steven E. Cowen, Esq. S.E. Cowen Law 333 "H" Street, Suite 500 Chula Vista, CA 91910 Telephone: (619) 202 – 7511 Facsimile: (619) 489 – 0431 Email: Cowen.steve@secowenlaw.com About Mouroux Family Chiropractic Mouroux Family Chiropractic, Inc. offers "one-stop" chiropractic and medical services in the greater San Jose, California area. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-50186) on February 24, 2023. In the petition signed by Bradley Mouroux, president, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Steven E. Cowen, Esq., at S.E. Cowen Law, represents the Debtor as legal counsel. MOUROUX FAMILY: U.S. Trustee Appoints Tamar Terzian as PCO ---------------------------------------------------------- Tracy Hope Davis, U.S. Trustee for Region 17, seeks approval from the U.S. Bankruptcy Court for the Northern District of California to appoint Tamar Terzian to serve as the patient care ombudsman in the Chapter 11 case of Mouroux Family Chiropractic, Inc. On March 13, Mouroux and United States Trustee entered a stipulation for an order directing the appointment of a PCO. Pursuant to an order entered March 21, the court directed the United States Trustee to appoint a PCO. To the best of the United States Trustee's knowledge and based on the verified statement she has provided, Tamar Terzian has no connections with Mouroux, creditors and other parties-in-interest in the bankruptcy case. About Mouroux Family Chiropractic Mouroux Family Chiropractic, Inc. offers "one-stop" chiropractic and medical services in the greater San Jose, California area. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-50186) on February 24, 2023. In the petition signed by Bradley Mouroux, president, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Steven E. Cowen, Esq., at S.E. Cowen Law, represents the Debtor as legal counsel. MURRAY ENERGY: Court Grants Gulfport Leave to File Surreply ----------------------------------------------------------- In the adversary proceeding captioned as In re MURRAY ENERGY HOLDINGS CO., et al., Chapter 11, Debtors. Gulfport Appalachia, LLC, Plaintiff and Counter-Defendant, v. American Consolidated Natural Resources, Inc., Defendant and Counter-Claimant, Case No. 19-56885. (Jointly Administered), Adv. Pro. No. 21-2033, (S.D. Ohio), Judge John E. Hoffman, Jr. of the U.S. Bankruptcy Court for the Southern District of Ohio grants Gulfport Appalachia, LLC's motion seeking leave to file a surreply. Gulfport Appalachia commenced an adversary proceeding to recover slightly less than $2.5 million in royalty payments mistakenly sent to three of the Debtors -- American Energy Corporation, Pleasant Farms, Inc. and the Ohio Valley Coal Company -- by checks issued Aug. 31, 2020. Roughly ten days later, realizing its mistake, Gulfport requested a stop payment on the checks, but by then the funds had been deposited into the Debtors' bank accounts. On Sept. 16, 2020, the Debtors' Chapter 11 plan became effective and the sale of substantially all the Debtors' assets to American Consolidated Natural Resources, Inc. was consummated. Despite repeated requests from Gulfport, neither the Debtors nor American Consolidated returned the funds. Gulfport, which along with several affiliated entities is now a debtor in its own bankruptcy proceeding, seeks an order requiring turnover of the funds, an order avoiding the transfer of the funds, and recovery of all costs, expenses, fees and interest, including actual, exemplary and punitive damages and attorney fees. Now, Gulfport seeks leave of the Court to file the surreply "because American Consolidated has advanced a new argument for the first time in its Reply Brief -- i.e., that Gulfport cannot trace certain funds to American Consolidated because such funds were deposited into a comingled account and that, as a result, American Consolidated is entitled to judgment as a matter of law." Gulfport also argues that American Consolidated cited facts in its Reply that were not set forth in the statement of material facts accompanying the summary judgment motion. Gulfport points to statements made by American Consolidated in its Reply about the Debtors' concentration accounts, its cash management system, and the movement of cash among various accounts. Judge Hoffman determines that Gulfport is correct "that American Consolidated effectively made this tracing argument for the first time in its Reply. . . American Consolidated did not include those account-related facts in its statement of material facts. . . after arguing that it did not raise new issues in its Reply, American Consolidated then set forth in the Surreply Response additional new factual allegations about account balances and transfers. American Consolidated did not mention these new facts in either its Summary Judgment Motion or the Reply." Based on the new tracing arguments and factual allegations made by American Consolidated in its Reply and Surreply Response, Judge Hoffman finds that there is good cause to allow the filing of a surreply. Judge Hoffman reasons that "permitting the additional filing here will not only assist the Court in its consideration of the issues but will allow Gulfport to respond to substantive issues raised for the first time in the Reply." A full-text copy of the Order dated March 28, 2023, is available https://tinyurl.com/2d4tmyda from Leagle.com. About Murray Energy Headquartered in St. Clairsville, Ohio, Murray Energy -- http://murrayenergycorp.com/-- is the largest privately owned coal company in the United States, producing approximately 76 million tons of high-quality bituminous coal each year, and employing nearly 7,000 people in the United States, Colombia and South America. Murray Energy now operates 15 active mines in five regions in the United States, plus two mines in Colombia, South America. It operates 12 underground longwall mining systems, 42 continuous mining units, 10 transloading facilities, and five mining equipment factory and fabrication facilities. Murray Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 19-56885) on Oct. 29, 2019. At the time of the filing, the Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. The cases have been assigned to Judge John E. Hoffman Jr. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; Dinsmore & Shohl LLP as local counsel; Evercore Group L.L.C. as investment banker; Alvarez and Marsal L.L.C. as financial advisor; and Prime Clerk LLC as notice and claims agent. The U.S. Trustee for Region 9 appointed creditors to serve on the official committee of unsecured creditors on Nov. 7, 2019. The committee tapped Morrison & Foerster LLP as legal counsel; AlixPartners, LLP as financial advisor; and Vorys, Sater, Seymour and Pease LLP as local counsel. NABIEKIM ENTERPRISES: Court OKs Interim Cash Collateral Access -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California, Fresno Division, authorized NabieKim Enterprises, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through June 28, 2023. In approximately 2017, siblings Calvin and Kaye Kim decided to open a Korean Fusion restaurant in Fresno, California. After significant construction delays, the restaurant opened in January of 2019. Kaye Kim invested approximately $500,000 in the business and Calvin Kim invested approximately $155,000 in the business. The business did not thrive as much as anticipated, and the Kims began to argue about how much money Calvin was taking out of the business for what seemed to Kaye to be personal use. To maintain peace, Kaye Kim agreed to buy out her brother's interest in the business. The buyout price was excessive, but Kaye Kim was "trying to buy peace and that seemed to be the only way out." Consequently, Kaye Kim signed an agreement to buy out Calvin's interest for approximately $500,000 in 2020, which was to be paid at $5,000 per month for 30 years. At approximately the same time, the business was dealing with the pandemic-created upheaval and uncertainty. Since the start of the business, Kaye Kim devoted her full-time energies to making the business successful and she plans to continue to do so. The Debtor is supposed to be paying her a salary of $100,000 per year, but when the Debtor is unable to do so, she has not taken a salary. The only way that she is able to live without taking a salary is that she eats food in the restaurant, the Debtor pays the rent for her residence since most of the apartment is used to store items for the restaurant, and the Debtor pays for her car since it is used almost exclusively for the restaurant. She usually works seven days per week, approximately 12 hours per day at the restaurant. She has not taken a salary from the restaurant since approximately September 2021. There are two primary reasons for the bankruptcy filing. The first is that Calvin Kim has sued the Debtor based on the buyout agreement entered into in 2020. The Debtor attempted to negotiate with him regarding this debt, but he has been unwilling to negotiate, other than to demand payment according to the terms of the buyout agreement. The second reason is that the Debtor took out $312,000 EIDL loan, and based on the Debtor's current performance, the Debtor will not be able to pay back the entirety of this debt, as well as the debt owed to Calvin Kim. The U.S. Small Business Administration is the sole creditor that appears to have a perfected security interest in the cash collateral. The security interest was perfected by the filing of a UCC-1 on June 2, 2020, by the SBA based on the EIDL. The Court said creditors with secured claims against the cash collateral are granted replacement liens on the Debtor's post-petition acquired assets, including but not limited to cash, accounts, and accounts receivable to the extent such secured creditor holds a prepetition security interest in such categories of collateral; and the priority of such replacement liens will be governed by the priority as they existed as of the petition date. A further hearing on the matter is set for June 28 at 9:30 a.m. A copy of the motion is available at https://bit.ly/41trWzD from PacerMonitor.com. A copy of the order and the Debtor's budget is available at https://bit.ly/3MF58bZ from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $93,193 for April 2023; $92,355 for May 2023; and $92,355 for June 2023. About NabieKim Enterprises NabieKim Enterprises operates a Korean Fusion restaurant in Fresno, California. NabieKim filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-10571) on March 24, 2023, with $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Kaye Kim, chief executive officer and president of NabieKim, signed the petition. Judge Jennifer E. Niemann oversees the case. Peter Fear, Esq., at Fear Waddell, P.C. is the Debtor's legal counsel. The United States Trustee has appointed David Sousa as Subchapter V trustee. NERVIVE INC: Property Sale Proceeds to Fund Plan Payments --------------------------------------------------------- Nervive, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a Small Business Plan of Liquidation dated April 10, 2023. Nervive is a corporation organized and existing under the laws of Delaware with a principal place of business and its home office at 5900 Landerbrook Drive, Suite 350, Mayfield Heights, Ohio 44124. Nervive's business is the research, development, and commercialization of medical devices used to improve patient care in the neurology critical care space. Nervive is currently conducting clinical trials and further developing its intellectual property. Since 2018, the Debtor has incurred several hundred thousand dollars in legal expenses in connection with a dispute and ensuing litigation with Dr. Borsody over control of Nervive. As a consequence of that ongoing litigation, the Debtor has been unable to obtain new financing from prospective investors. In part, Debtor sought bankruptcy relief in this Court in order to stay that litigation and enable the Debtor to obtain new capital. This Plan provides for the appointment of the Subchapter V Trustee, Jami B Nimeroff, Esquire, to be the Plan Administrator, pursuant to a Liquidating Trust Agreement which will be filed as a supplement to this Plan prior to Confirmation. The Liquidating Trust will take title to the Debtor's assets. While the Liquidating Trust Agreement will control, it is expected that the Plan Administrator will be responsible for (i) conducting sales of the Debtor's properties to the buyer or buyers that submit the highest and best offers through a fair and open Section 3632 sales process or processes approved by the Bankruptcy Court, (ii) prior to such sales, maintaining the Debtor's properties and businesses with existing management, (iii) liquidating, by conversion to cash or other methods, any remaining assets as expeditiously as reasonably possible, (iv) resolving disputed claims as appropriate, (v) administering and taking such actions as are necessary to effectuate this Plan including making distributions required by this Plan, and (vii) filing appropriate tax returns. The Plan Administrator will use the proceeds generated from the sales of properties and other assets to (i) pay costs of administration, and (ii)fund payments to creditors and to Equity Interest holders to the extent provided under this Plan. This Plan of Liquidation contemplates that the net proceeds of the sales will generate sufficient cash to pay in full all Escrow Account Funding Costs, Allowed Administrative Expense Claims (including any Plan Fiduciary Costs), Allowed Priority Claims, Allowed Priority Tax Claims, all Allowed Secured Claims, all Allowed (NonInsider) Unsecured Claims, all Allowed Subordinated Claims (if any), all Allowed Late Filed Claims (if any), and all Allowed Penalty Claims (if any) plus interest on such claims at the applicable legal rate. This Plan contemplates that the funds remaining would be used to fund distributions to Allowed Unsecured Claims (Insider) and any distribution to holders of Equity Interests after such claims and amounts are litigated, determined, and fixed. Class 3 consists of General Unsecured Claims (Non-Insider). Class 3 claimants shall receive their pro-rata distribution of sale proceeds after payment of Allowed Administrative Claims, Allowed Priority Claims, Allowed Class 1 Claims and Allowed Class 2 Claims. This Class is impaired. Class 4 consists of General Unsecured Claims (Insiders). Class 4 claimants shall receive their pro-rata distribution of sale proceeds after payment of Allowed Administrative Claims, Allowed Priority Claims, Allowed Class 1 Claims, Allowed Class 2 Claims and Allowed Class 3 Claims. This Class is impaired. Class 5 consists of Equity Interest Holders. These claims cannot be paid until all of the Claims in Classes 1, 2, 3 and 4 have been paid in full. The residual funds remaining in each respective estate will be held in escrow by the Plan Administrator and paid to these Class 5 creditors pursuant to further Order of the Bankruptcy Court or other court of competent jurisdiction fixing the entitlement and amounts of each of such claim. The Class 5 Claims are impaired. The funds necessary for the implementation of the Plan shall be from: (a) the proceeds of the sales of all of the Debtor's property, (b) the cash on hand, (c) continual business operations, plus (d) any causes of action (if any), including, without limitation, claims that the estates has or may have pursuant to Bankruptcy Code Sections 547, 548 or 549. To effectuate the distribution of the Plan Assets to its claimants, this Plan provides for the appointment of a Plan Administrator on the Effective Date. The primary directive of the Plan Administrator will be to sell all of the Debtor's property to the bidder that provides the highest and best offer pursuant to a full, fair and efficient bankruptcy sales and bid procedure process as subsequently approved by this Court under Section 363 of the Bankruptcy Code and otherwise applicable rules of this Court. The proceeds of these sales and cash on hand shall be the primary source of funding for this Plan. A full-text copy of the Liquidating Plan dated April 10, 2023 is available at https://bit.ly/3KVX9pt from PacerMonitor.com at no charge. Attorneys for Debtor: Michael Busenkell, Esq. Ronald S. Gellert, Esq. Bradley P. Lehman, Esq. Gellert Scali Busenkell & Brown, LLC 1201 N. Orange Street, Suite 300 Wilmington, DE 19801 Telephone: (302) 425-5800 Facsimile: (302) 425-5814 Email: mbusenkell@gsbblaw.com rgellert@gsbblaw.com blehman@gsbblaw.com About Nervive Inc. Nervive Inc. -- https://nervive.com/ -- is a medical clinic that offers emergency treatment for strokes. Nervive is a for-profit C-Corp incorporated in Delaware in December 2013, with headquarters in North East Ohio. It has invested over $10 million in research and development to date, mostly in the form of non-dilutive research grants. Nervive's Vitalflow(TM) is a novel platform technology that stimulates the facial nerve using non-invasive pulsed magnetic energy, resulting in increased blood flow to the brain. The VitalFlow is expected to improve the effectiveness of existing emergency stroke treatments, increasing the delivery of tPA and other clot-busting drugs to the site of arterial obstruction and facilitating the navigation of clot-retrieval catheters through the dilated arteries of the brain. The Debtor filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10009) on Jan. 8, 2023. In the petition filed by Emilio Sacristan, chief executive officer, the Debtor reported between $1 mmillion and $10 million in both assets and liabilities. Jami B. Nimeroff has been appointed as Subchapter V trustee. Michael Busenkell, Esq., at Gellert Scali Busenkell & Brown, LLC, serves as the Debtor's counsel. NGI EAST BAY: Hires Kornfield Nyberg Bendes as Bankruptcy Counsel ----------------------------------------------------------------- NGI East Bay Portfolio, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Kornfield Nyberg Bendes Kuhner & Little, P.C., as counsel. The firm will provide these services: a. give the Debtor legal advice with respect to its powers and duties as debtor-in-possession and the continued operation of its business and management of its property; b. prepare on behalf of the Debtor, as debtor-in-possession, the necessary applications, answers, orders, reports and other legal papers; and c. perform all other legal services for the Debtor which may be necessary in the bankruptcy case. The firm will be paid at these rates: Eric A. Nyberg, Esq. $475 per hour Chris D. Kuhner, Esq. $475 per hour Sarah L. Little, Esq. $415 per hour Nancy Nyberg, Paralegal $90 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As of the petition date, holds a pre-petition retainer in the amount of $28,441.25. Eric A. Nyberg, a partner at Kornfield Nyberg Bendes Kuhner & Little, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Nyberg Bendes can be reached at: Eric A. Nyberg, Esq. Kornfield Nyberg Bendes Kuhner & Little, P.C. 1970 Broadway, Suite 600 Oakland, CA 94612 Tel: (510) 763-1000 Fax: (510) 273-8669 About NGI East Bay Portfolio NGI East Bay Portfolio, LLC in Oakland, CA, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case No. 23-40243) on March 3, 2023, listing $1,249 in assets and $13,166,567 in liabilities. Randall Miller as managing member, signed the petition. Judge William J. Lafferty oversees the case. Kornfield Nyberg Bendes Kuhner & Little, P.C. serves as the Debtor's legal counsel. NIELSEN & BAINBRIDGE: Panel Hires Province as Financial Advisor --------------------------------------------------------------- The official committee of unsecured creditors of Nielsen & Bainbridge, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Province, LLC as financial advisor. The firm's services include: (a) becoming familiar with and analyzing the Debtors' budget, assets and liabilities, and overall financial condition; (b) reviewing financial and operational information furnished by the Debtors; (c) monitoring the sale process, reviewing bidding procedures, stalking horse bids, asset purchase agreements, interfacing with the Debtors' professionals, and advising the Committee regarding the process; (d) scrutinizing the economic terms of various agreements, including, but not limited to, the Debtors' various professional retentions; (e) analyzing the Debtors' proposed business plans and developing alternative scenarios, if necessary; (f) assessing the Debtors' various pleadings and proposed treatment of unsecured creditor claims therefrom; (g) preparing, or reviewing as applicable, avoidance action and claim analyses; (h) assisting the Committee in reviewing the Debtors' financial reports, including, but not limited to, statements of financial affairs, schedules of assets and liabilities, and monthly operating reports; (i) advising the Committee on the current state of these chapter 11 cases; (j) advising the Committee in negotiations with the Debtors and third parties as necessary; (k) if necessary, participating as a witness in hearings before the Court with respect to matters upon which Province has provided advice; (l) other activities as are approved by the Committee, the Committee's counsel, and as agreed to by Province; and (m) perform such other services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. The firm will be paid at these rates: Managing Directors and Principals $860 to $1,350 per hour Vice Presidents/Directors/ Senior Directors $580 to $950 per hour Analysts/Associates/Senior Associates $300 to $650 per hour Para-Professional $220 to $300 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Peter Kravitz, a partner at Province Partners, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Peter Kravitz Province Partners, LLC 2360 Corporate Circle, Suite 340 Henderson, NV 89074 Phone: +1 (702) 685-5555 Email: pkravtiz@provincefirm.com About Nielsen & Bainbridge Nielsen & Bainbridge, LLC, is an end-to-end supplier of home décor and hardwire lighting operating under the trade name NBG Home. NBG Home serves a portfolio of prominent retail partners in the design, development, and fulfillment of products such as lighting, accents, furniture, soft home goods, wall decor, and frames sold under various brand names. NBG Home operates eight business units touching the brick-and-mortar and eCommerce spaces. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90071) on Feb. 8, 2023. In the petition signed by Hope Margala, as authorized signatory, the Debtors disclosed up to $500 million in assets and up to $1 billion in liabilities. Judge David R. Jones oversees the case. The Debtors tapped Jackson Walker LLP as local bankruptcy counsel, Kirkland and Ellis LP and Kirkland and Ellis International LLP as general bankruptcy counsel, Alvarez and Marsal North America, LLC as financial advisor, Guggenheim Securities, LLC as investment banker, Hilco Real Estate, LLC as exclusive sales agent, and Omni Agent Solutions as claims, noticing, solicitation agent and administrative advisor. KKR Loan Administration Services, LLC, serves as administrative agent and collateral agent under the DIP Facility. Counsel to the DIP Lenders are Dennis F. Dunne, Esq. and Matthew L. Brod, Esq. at Milbank LLP. Wells Fargo Bank, National Association is the administrative agent and collateral agent under the Prepetition ABL Facility. Attorneys for Wells Fargo Bank are Julia Frost-Davies, Esq., and Christopher L. Carter, Esq., at Morgan, Lewis & Bockius, LLP. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Nielsen & Bainbridge, LLC. The committee hires Lowenstein Sandler LLP as lead counsel. Archer & Greiner, P.C. as its Texas bankruptcy counsel. Province, LLC as financial advisor. NORTHWEST SENIOR: PCO Report Indicates Some Resident Concerns ------------------------------------------------------------- Susan Goodman, the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Texas a sixth interim report regarding the quality of patient care provided at The Plaza Locations at Edgemere, a health care facility operated by Northwest Senior Housing Corp. In this interim reporting cycle, PCO remained engaged with clinical/administrative site and resident council leadership, continued to monitor monthly quality assurance/process improvement ("QAPI") data as it became available, and engaged in a site visit. PCO noted an increase in the staff to resident ratios during the latest site visit as compared to previous site visits, although the increase was within ratios that are generally believed to be acceptable and within industry standards. Because the site visit revealed some resident concerns regarding continued bankruptcy case outcome uncertainty, PCO proactively reported those concerns to the court in advance of this report filing. PCO anticipates only needing to be minimally involved through the sale effective date. PCO will remain engaged with Plaza leadership and available to the resident council team members as needed. Absent a material development that would trigger a reporting responsibility, PCO does not anticipate needing to file any additional, routine reports. Moreover, PCO is hopeful that case professionals will work to the benefit of the Debtor residents to reach that end point before an additional site visit or report will be necessary while PCO understands that additional logistics remain to reach plan effective status and closure of her case responsibility. A copy of the sixth interim ombudsman report is available for free at https://bit.ly/3ZT30A8 from Kurtzman Carson Consultants, LLC, claims agent. The Ombudsman may be reached at: Susan N. Goodman, Esq. Pivot Health Law, LLC PO Box 69734 Oro Valley, AZ 85737 Tel: (520) 744-7061 Email: sgoodman@pivothealthaz.com About Northwest Senior Housing Corp. Northwest Senior Housing Corporation, doing business as Edgemere, is a Texas non-profit corporation and is exempt from federal income taxation as a charitable organization described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Northwest Senior Housing Corporation was formed for the purpose of developing, owning and operating a senior living community now known as Edgemere. Northwest Senior Housing Corporation and its affiliates sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 22-30659) on April 14, 2022. The petitions were signed by Nick Harshfield, treasurer.Ã‚ At the time of the filing, Northwest Senior Housing listed $100 million to $500 million in both assets and liabilities. Judge Michelle V. Larson oversees the cases. Polsinelli, PC and FTI Consulting Inc. serve as the Debtors' legal counsel and business advisor, respectively.Ã‚ Kurtzman Carson Consultants, LLC, is the Debtors' notice, claims and balloting agent and administrative advisor. The official committee of unsecured creditors tapped Foley & Lardner, LLP as legal counsel, and Ankura Consulting Group, LLC as financial advisor. Susan Goodman, Esq., at Pivot Health Law, LLC is the patient care ombudsman appointed in the Debtor's case. NOVA WILDCAT: Reed Smith Advised on Case, Asset Sale ---------------------------------------------------- Global law firm Reed Smith announced on April 6, 2023 that it has advised Nova Wildcat Shur-line Holdings Inc. d/b/a H2 Brands, a portfolio company of Nova Capital Management, in connection with H2 Brands' Chapter 11 bankruptcy case and the related 363 sale process. Gordon Brothers Commercial & Industrial LLC and Nations Capital, via a joint venture, were the purchaser of Nova Shur-Line Holdings' assets in the 363 sale. Nova Capital Management is a financial sponsor and a pioneer in portfolio buy-outs, specializing in acquiring multiple businesses in a single transaction. H2 Brands was advised by a New York-based private equity team led by partners Chris Sheaffer, Anatoliy Rozental, James Tandler and Simon Kliegman and associates Lowell Bourgeois and Brent McDonough on the corporate side and a cross-office team comprised of Dallas partner Omar Alaniz, Pittsburgh partner Luke Sizemore, Wilmington partner Kurt Gwynne and Wilmington counsel Jason Angelo on the bankruptcy side. About Nova Wildcat Shur-Line Holdings Nova Wildcat Shur-Line Holdings Inc. -- https://www.h2bgroup.com/ -- also known as H2 Brands Group, is a one-stop shop for thousands of home and hardware products. It is a privately held brand portfolio housed under the H2B umbrella. The company owns more than 10 brands consisting of an assortment of consumable products intended to reach every room of the average consumer's home. Nova Wildcat and certain of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10114) on Jan. 29, 2023. In the petition filed by Mark Rostagno, as chief executive officer and director, Nova Wildcat reported assets between $10 million and $50 million and liabilities between $50 million and $100 million. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Reed Smith, LLP as bankruptcy counsel; Carl Marks Advisory Group, LLC as restructuring advisor; and SSG Advisors, LLC as investment banker. Epiq Bankruptcy Solutions, LLC is the claims agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Archer & Greiner, P.C. and Dundon Advisers, LLC serve as the committee's bankruptcy counsel and financial advisor, respectively. O.R. DEAN CONSTRUCTION: Hires Van Horn Law Group as Counsel ----------------------------------------------------------- O.R. Dean Construction Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Van Horn Law Group, P.A. as counsel. Van Horn Law Group, P.A. as its legal counsel. The firm's services include: (a) advising the Debtor regarding its powers and duties in the continued management of its business operations; (b) advising the Debtor regarding its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) preparing legal papers; (d) protecting the interest of the Debtor in all matters pending before the court; and (e) representing the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. The firm will be paid at hourly rates ranging from $150 to $450. In addition, the firm will receive reimbursement for expenses incurred. The Debtor paid the firm a retainer of $7,388, including the filing fee of $1,738. Chad Van Horn, Esq., an attorney at Van Horn Law Group, 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: Chad Van Horn, Esq. Van Horn Law Group, P.A. 330 North Andrews Avenue, Suite 450 Fort Lauderdale, FL 33301-1012 Telephone: (954) 637-0000 Email: chad@cvhlawgroup.com About O.R. Dean Construction Inc. O.R. Dean Construction Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 23-12180) on March 21, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Van Horn Law Group, P.A. PACIFIC BEND: Hires Haberbush LLP as Bankruptcy Counsel ------------------------------------------------------- Pacific Bend, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Haberbush, LLP as bankruptcy counsel. Haberbush, LLP as bankruptcy counsel. The firm will render these services: (a) advise, consult, prosecute for and defend the Debtor concerning issues arising from the conduct of the estate, the Debtor's rights and remedies about the estate's assets, and the claims of creditors; (b) appear for and represent the Debtor's interest in obtaining court approvals for the hiring of professionals and assist the Debtor regarding the liquidation of the estate's property; (c) investigate and prosecute fraudulent transfer and other actions arising under the Debtor's avoiding powers, should such cause of action exist; (d) assist in the preparation of such pleadings, applications and orders as are required for the orderly administration of the estate; (e) advise, consult and represent the Debtor in such legal actions as are necessary concerning the use and disposition of the estate's property; (f) advise, prosecute for, and defend the Debtor concerning claims made against the estate or claims made by the estate; (g) advise, consult, and prosecute the approval of a plan of reorganization; and (h) advise, consult, and assist the Debtor with the guidelines of the U.S. Trustee, the Local Bankruptcy Rules of this court, Title 11 of the U.S. Code, and the Federal Rules of Bankruptcy Procedure. The firm will be paid at these rates: David R. Haberbush, Esq. $495 per hour Richard A. Brownstein, Esq. $495 per hour Louis A. Altman, Esq. $440 per hour Vanessa M. Haberbush, Esq. $275 per hour Lane K. Bogard, Esq. $250 per hour Alexander H. Haberbush, Esq. $200 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $60,000 from the Debtor. David Haberbush, Esq., a partner at Haberbush, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David R. Haberbush, Esq. Haberbush, LLP 444 West Ocean Blvd., Ste. 1400 Long Beach, CA 90802 Telephone: (562) 435-3456 Facsimile: (562) 435-6335 Email: dhaberbush@lbinsolvency.com About Pacific Bend Pacific Bend, Inc. manufactures pallet racking. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10761) on February 28, 2023. In the petition signed by Darlene Barios, the Debtor's CEO, the Debtor disclosed up to $50 million in both assets and liabilities. Barios is also the Debtor's president, officer, director, and shareholder. Judge Wayne Johnson oversees the case. Vanessa M. Haberbush, Esq., at Haberbush, LLP, represents the Debtor as legal counsel. PARAMOUNT RESTYLING: Unsecureds Will Get 12.5% of Claims in Plan ---------------------------------------------------------------- Paramount Restyling Automotive Inc. filed with the U.S. Bankruptcy Court for the Central District of California a Plan of Reorganization dated April 10, 2023. Paramount Restyling, and another entity, Warner Science Applications (a debtor in chapter 11 case number 6:23-bk-10070-WJ), are each owned 50% by Mingfa Yang and 50% by Qiong Li and are affiliates. Paramount was founded and incorporated by M. Yang in January 2008. Paramount sells innovative, stylish, high quality after-market products (the "Products") for trucks, Jeeps, and SUVs at extremely competitive pricing. Warner sells Paramount's Products directly to customers pursuant to a seller account and related services (collectively, the "Seller Account") provided by Amazon.com, Inc. and Amazon Capital Services, Inc. Pursuant to the GC Loan Documents, (a) GemCap provided revolving loans up to the maximum principal amount of $4 million (the "GC Loans") to the Debtors and the Affiliates, who are co-obligors on the GC Loans, and (b) GemCap obtained liens on substantially all of the Paramount Assets, substantially all of the assets of Warner (the "Warner Assets"), and substantially all of the assets of the Affiliates (the "Affiliate Assets"). The Liquidation Analysis shows, inter alia, the liquidation value of the Warner Assets and the claims secured by the Warner Assets as of the projected Effective Date of July 1, 2023. The majority of proceeds from the GC Loans were advanced to Paramount, which would disburse certain proceeds from the GC Loans to Warner and the Affiliates. Pursuant to the GC Loan Documents and the Subordination Agreement, GemCap obtained (a) a first priority lien on the Paramount Assets, (b) a second priority lien on the Warner Assets, and (c) a first priority lien on the Affiliate Assets to secure the obligations under the GC Loan Documents. Paramount anticipates that, prior to the Effective Date, it will seek the approval of an agreement (the "DIP Loan Agreement") pursuant to which the GC Loan Documents will be amended to, inter alia, provide for a post-petition revolving loan ("DIP Loan") from GemCap to Paramount to fund operations pending the entry of Plan Confirmation Orders and the Effective Date of the Plans. This Plan is a reorganization plan proposed by Paramount. The Plan will be funded by a combination of (1) the Debtor's cash on hand on the Effective Date, which may include proceeds from the DIP Loan, (2) payments by Warner to Paramount, Amazon, and/or GemCap pursuant to the terms of the Plans, (3) all of the Debtor's projected disposable income in the 3-year period beginning on the date that the first payment is due under the Plan, and (4) any net litigation recoveries. Class 4 consists of all non-priority general unsecured claims. Paramount estimates that allowed class 4 non-priority general unsecured claims will total approximately $10,026,214, including approximately $5,374,419 in claims asserted by insiders and affiliates. Payments of Disposable Income to the holders of allowed class 3 claims will be made on a quarterly basis starting on the first day of the first quarter after the Effective Date. Under the Plan, and in full settlement and satisfaction of all class 4 claims, allowed class 4 claims shall receive a pro rata share of the sum of $1,256,131 (which is Paramount's projected disposable income over the 3-year term of the Plan after paying or reserving for all allowed and/or disputed administrative claims, class 1 claims, class 2 claims, class 3 claims, and priority unsecured claims and creating a $50,000 operating reserve (the "Disposable Income"), which results in an estimated pro rata distribution of 12.5%. Class 4 consists of equity interest holders Yang and Li, who each own 50% of the Debtor. The equity interest holders will retain their rights and interests without impairment. A full-text copy of the Plan of Reorganization dated April 10, 2023 is available at https://bit.ly/415kryK from PacerMonitor.com at no charge. Debtor's Counsel: David L. Neale, 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 About Paramount Restyling Automotive Paramount Restyling Automotive Inc. is a manufacturer of automotive parts, accessories, and tires. Paramount Restyling Automotive and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10069) on Jan. 9, 2023. In the petition signed by Samson Yang, vice president and authorized signatory, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Wayne Johnson oversees the case. David L. Neale, Esq., at Levene, Neale, Bender, Yoo & Golubchik, LLP, represents the Debtor as legal counsel. PENTECOSTAL ASSEMBLIES: Amended Plan Confirmed by Judge ------------------------------------------------------- Scott M. Grossman of the U.S. Bankruptcy Court for the Southern District of Florida has entered an order confirming the Amended Plan of Pentecostal Assemblies, Inc. Judge Grossman further ordered that the language in Article 1, section 6, of the Amended Plan, defining the plan period by referencing a "twelfth anniversary" shall be stricken, and replaced with the words: "third anniversary." The language in Article 5, section 5, of the Amended Plan shall be stricken and replaced with the words "Discharge of Claims. Discharge of claims will be governed by 11 U.S.C. 1141(d)." A copy of the Plan Confirmation Order dated April 10, 2023 is available at https://bit.ly/3GDCm7O from PacerMonitor.com at no charge. Attorneys for Debtor: Edward M. Shahady, Esq. Edward M. Shahady, P.A. 7900 Peters Road, Ste. B-200 Fort Lauderdale, FL 33324 Tel: (954) 442-1000 Email: ed@shahady-law.com About Pentecostal Assemblies Pentecostal Assemblies, Inc., is a religious organization and/or church established as nonprofit corporation in the State of Florida. Pentecostal Assemblies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-18288) on Oct. 26, 2022, with up to $50,000 in assets and up to $500,000 in liabilities. Judge Scott M. Grossman oversees the case. Edward M. Shahady, PA, is the Debtor's legal counsel. PHD GROUP: S&P Withdraws 'B' Issuer Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings withdrew its ratings on PHD Group Holdings LLC at the company's request. S&P's issuer credit rating on the company was 'B', and the outlook was stable at the time of withdrawal. PHOENA HOLDINGS: To Wind-Down Under CCAA Proceedings ---------------------------------------------------- Phoena Holdings Inc., Phoena Inc., Elmcliffe Investments Inc., Elmcliffe Investments [No 2] Inc., and CTI Holdings (Osoyoos) Inc. obtained protection under Companies' Creditors Arrangement Act. Ernst & Young Inc. was appointed Monitor. The Companies, with the exception of Phoena Holdings Inc. ("Phoena Holdings") and Elmcliffe Investments [No. 2] Inc. were applicants in previous CCAA proceedings. Phoena Holdings was previously known as CannTrust Equity Inc., and was previously a wholly-owned subsidiary of CannTrust Holdings Inc. On Jan. 5, 2022, the CannTrust group implemented their CCAA plan, and emerged from CCAA protection on March 15, 2022. Despite the efforts to regain market share since the reinstatement of their cannabis licenses and various cost-cutting initiatives, the Companies have struggled to increase revenue to a sufficient level to cover their significant operating costs. The Companies have sustained significant losses as a result of unfavorable systemic factors, including a general over-supply of cannabis in the market and continued price compression pressures. The companies intend to wind-down their operations, seek a potential sale of their business and select a liquidator to assist in the sale of inventory, equipment and fixtures. The Companies appointed Darren Karasiuk as their chief restructuring advisor of the to oversee their business. Ontario Superior Court Of Justice (Commercial List) approving the debtor-in-possession Term Sheet between the Companies and Cortland Credit Lending Corporation, authorizing borrowings under the DIP Loan in an amount up to $1,200,000 (plus interest, fees and expenses), and granting a charge in favor of the DIP Lender. Counsel for the Companies: Miller Thomson LLP Scotia Plaza 40 King Street West, Suite 5800 P.O. Box 1011 Toronto, ON Canada M5H 3S1 Kyla Mahar Email: kmahar@millerthomson.com Tel: 416-597-4303 Patrick Corney Email: pcorney@millerthomson.com Tel: 416-595-8555 Gina Rhodes Email: grhodes@millerthomson.com Tel: 416-595-8500 Fax: 416-595-8695 Monitor can be reached at: Ernst & Young Inc. 100 Adelaide Street West P.O. Box 1 Toronto, ON M5H 0B3 Alex Morrison Email: Alex.F.Morrison@parthenon.ey.com Tel.: 416-941-7743 Karen Fung Email: Karen.K.Fung@parthenon.ey.com Tel: 416-943-2501 Allen Yao Email: Allen.Yao@parthenon.ey.com Tel: 416-943-3470 Daniel Taylor Email: Daniel.Taylor@parthenon.ey.com Tel: 416-932-6008 Fax: 416-943-3795 Counsel for the Monitor: Thornton Grout Finnigan LLP 100 Wellington St W #3200 Toronto, ON M5K 1K7 Rebecca Kennedy Email: rkennedy@tgf.ca Tel: 416-304-0603 Puya Fesharaki Email: pfesharaki@tgf.ca Tel: 416-304-7979 Marco Gaspar Email: mgaspar@tgf.ca Tel: 416-306-5825 Fax: 416-304-1313 Counsel for the DIP Lender, Cortland Credit Lending Corporation: Cassels Brock & Blackwell LLP Scotia Plaza 40 King St W, Suite 2100 Toronto, ON M5H 3C2 Joseph Bellissimo Email: jbellissimo@cassels.com Tel: 416-860-6572 Fax: 416-360-8877 Financial advisors for Cortland Credit Lending Corporation: KSV Advisory 220 Bay St. Suite 1300 Toronto, ON M5J 2W4 Noah Goldstein Email: ngoldstein@ksvadvisory.com Tel: 416-932-6207 Fax: 416-932-6266 The Court Order and other relevant materials are posted on website at https://documentcentre.ey.com/#/detail-engmt?eid=519. The Phoena Group -- https://phoena.com/ -- is a licensed producer of cannabis with its head office located in Vaughan, Ontario and its operations located in Fenwick and Vaughan, Ontario. The Vaughan Facility is leased, and the Fenwick Facility is owned by the Phoena Group, through Elmcliffe. PLX PHARMA: Case Summary & 10 Unsecured Creditors ------------------------------------------------- Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- PLx Pharma Inc. 23-10456 9 Fishers Lane Suite E Sparta, NJ 07871 PLx Opco Inc. 23-10457 d/b/a PLx Pharma Inc. 9 Fishers Lane Suite E Sparta, NJ 07871 Business Description: The Debtors are a commercial-stage drug delivery platform technology company, focused on improving how and where active pharmaceutical ingredients are absorbed in the gastrointestinal tract, via its clinically-validated and patent-protected PLxGuard technology. The Debtors have two Food and Drug Administration approved products, VAZALORE 81 mg and VAZALORE 325 mg, which are liquid-filled aspirin capsules for over-the-counter distribution. Chapter 11 Petition Date: April 13, 2023 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Mary F. Walrath Debtors' Bankruptcy Counsel: Adam H. Friedman, Esq. Jonathan T. Koevary, Esq. OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York, NY 10019 Tel: (212) 451-2300 Email: afriedman@olshanlaw.com jkoevary@olshanlaw.com - and - Robert S. Brady, Esq. Robert F. Poppiti, Jr., Esq. Shane M. Reil, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: rbrady@ycst.com rpoppiti@ycst.com sreil@ycst.com Debtors' CRO Provider: SIERRACONSTELLATION PARTNERS Debtors' Notice, Claims, Solicitation & Balloting Agent: DONLIN, RECANO & COMPANY Debtors' Counsel: Robert F. Poppiti, Jr., Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 576-3591 Email: RPoppiti@ycst.com Total Assets as of Dec. 31, 2022 (on a consolidated basis): $21,750,000 Total Debts as of Dec. 31, 2022 (on a consolidated basis): $12,285,000 The petitions were signed by Lawrence Perkins as chief restructuring officer. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Q5QHR3I/PLx_Pharma_Inc__debke-23-10456__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/RSS2IKY/PLx_Opco_Inc__debke-23-10457__0001.0.pdf?mcid=tGE4TAMA List of Debtors' 10 Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Patheon Pharmaceuticals, Inc. Trade Debt $8,626,435 2110 E Galbraith Rd Cincinnati, OH 45237 Becky Bengel Tel: (513) 948-9111 Fax: (513) 948-7076 Email: Becky.bengel@thermofisher.com 2. Patheon Manufacturing Trade Debt $1,768,211 Services LLC c/o Thermo Fisher Scientific 5900 Martin Luther King Jr Highway Greenville, NC 27834 John Carden Tel: (252) 707-7142 Email: john.carden@thermofisher.com 3. Altasciences CDMO Trade Debt $88,500 Philadelphia LLC 1510 Delp Drive Harleysville, PA 19438 Terri Pasternak Tel: (215) 256-5920 x-500 Email: tpasternak@altasciences.com 4. Sharp Packaging Solutions Trade Debt $81,291 7451 Keebler Way Building 1 Alientown, PA 18106 Hunter Malick Tel: (610) 395-5800 Email: Hunter.malick@ sharpservices.com 5. UT Health Science Trade Debt $68,844 Center at Houston 7000 Fannin, Suite 720 Attn: Office of Technology Management Houston, TX 77030 Christine Flynn Tel: (713) 500-3383 Email: Christine.flynn@uth.tmc.edu 6. Marcum LLP Professional $25,000 730 3rd Ave, Services 11th Floor New York, NY 10017 Tel: (212) 485-5590 Fax: (212) 485-5501 Email: alan.markowitz@ marcumllp.com 7. Menasha Packaging Trade Debt $14,428 Co. LLC 160 Chubb Ave, Suite 101 Lyndhurst, NJ 07071 Ben Pond Tel: (732) 985-0800 Fax: (732) 985-0805 Email: ben.pond@menasha.com 8. Dominick J. Angiolillo Professional $2,000 Services 9. Philippe Gabriel Steg Professional $2,000 Societe Francaise de Services Cardiologie La Maison du Coeur 5, Rue des Colonnes du Trone, Paris, France Tel: + 33 0140258669 Email: gabriel.steg@bc.h.a.php.fr 10. Mark J. Alberts, MD Professional $2,000 Services PROVECTUS PHARMACEUTICALS: Jeffrey Morris Reports 13.5% Stake ------------------------------------------------------------- Jeffrey Allen Morris disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of March 27, 2023, he beneficially owns 56,569,900 shares of common stock of Provectus Biopharmaceuticals, Inc., representing 13.5 percent of the shares outstanding. As of March 27, 2023, the Reporting Person had sole voting and dipositive power over 56,569,900 shares of Common Stock. This Includes 12,000,000 shares of Common Stock directly held by the reporting person; 6,500,000 shares of Common Stock owned by the Reporting Person through a retirement plan; and 3,806,990 shares of Series D-1 Convertible Preferred Stock issued though conversion of convertible promissory notes. The 3,806,990 shares of Series D-1 stock are convertible into 38,069,900 shares of Common Stock. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/315545/000149315223009213/formsc13g.htm About Provectus Provectus Biopharmaceuticals, Inc. is a clinical-stage biotechnology company developing immunotherapy medicines based on a family of small molecules called halogenated xanthenes. The Company's lead HX molecule is rose bengal sodium. Provectus reported a net loss of $3.55 million for the year ended Dec. 31, 2022, compared to a net loss of $5.54 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $2.04 million in total assets, $8.26 million in total liabilities, and a total stockholders' deficit of $6.23 million. Los Angeles, CA-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 29, 2023, citing that the Company has a significant working capital deficit, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. QUALITY HEATING: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Quality Heating & Air Conditioning Company, Inc. The committee members are: 1. John F Scanlan Inc. Attn: Brian Bordenick 1238-1246 Belmont Ave Philadelphia, PA 19104 Phone: 301-276-1591 Email: brian.bordenick@hbproducts.com 2. Sunbelt Rentals, Inc. Attn: Ronald P. Matley 1275 West Mound Street Columbus, OH 43223 Phone: 803-578-5074 Email: rmatley@sunbeltrentals.com 3. F.C. Clifford, Inc. Attn: Jeffrey Rumke 1101 Edison Highway Baltimore, MD, 21213 Phone: 410-732-1000 Email: jeff@fcclifford.com 4. NB Handy Attn: Brian Wallace 65 10th Street Lynchburg, VA 24504 Phone: 434-847-2436 Email: bwalace@nbhandly.com 5. Robert M. Hilberts, Inc. Attn: Thomas Hilberts 1013 Conshohocken Road Conshohocken, PA 19428 Phone: 610-825-8690 Email: thilbets@hilberts.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 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. R&W CLARK CONSTRUCTION: Hires Gregory K. Stern as Counsel --------------------------------------------------------- R&W Clark Construction, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Gregory K. Stern, P.C. as its legal counsel. The firm's legal services include: (a) reviewing assets, liabilities, loan documentation, executory contracts and other relevant documentation; (b) preparing list of creditors, list of 20 largest unsecured creditors, schedules and statement of financial affairs; (c) giving the Debtor legal advice with respect to its powers and duties in the operation and management of its financial affairs; (d) assisting the Debtor in the preparation of schedules, statement of affairs and other necessary documents; (e) preparing legal papers; (f) negotiating with creditors and other parties in interest, attending court hearings, meetings of creditors and meetings with other parties in interest; (g) reviewing proofs of claim and solicitation of creditors' acceptances of plan; and (h) other legal services. The firm will be paid at these rates: Gregory K. Stern, Esq. $550 per hour Dennis E. Quaid, Esq. $550 per hour Monica C. O'Brien, Esq. $500 per hour Rachel S. Sandler, Esq. $400 per hour The firm will be paid a retainer in the amount of $17,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The attorneys can be reached through: Gregory K. Stern, Esq. Dennis E. Quaid, Esq. Monica C. O'Brien, Esq. Rachel S. Sandler, Esq. Gregory K. Stern, P.C. 53 West Jackson Boulevard, Suite 1442 Chicago, IL 60604 Phone: (312) 427-1558 Email: greg@gregstern.com dquaid3@gmail.com monica@gregstern.com rachel@gregstern.com About R&W Clark Construction R&W Clark Construction, Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-03279) on March 11, 2023. In the petition filed by Richard Clark, president and sole shareholder, the Debtor reported up to $50,000 in assets and up to $10 million in liabilities. Judge Timothy A. Barnes oversees the case. The Debtor tapped Gregory K. Stern, PC as counsel and Ziegler & Associates, Ltd. as accountant. R.S. 2010 PROPERTIES: Taps Law Offices of Howard Peritz as Counsel ------------------------------------------------------------------ R.S. 2010 Properties Co. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ The Law Offices of Howard Peritz as its bankruptcy counsel. The Debtor requires legal counsel to: a) assist and advise the Debtor relative to the administration of its Chapter 11 proceeding; b) advise the Debtor with respect to its powers and duties in the continued management and operation of its business and property; c) represent the Debtor before the bankruptcy court and advise the Debtor on pending litigation, hearings, motions, and decisions of the bankruptcy court; d) review and advise the Debtor regarding applications, orders, and motions filed with the Bankruptcy Court by third parties; e) attend meetings conducted pursuant to Section 341(a) of the Bankruptcy Code and represent the Debtor at all examinations; f) communicate with creditors and other parties in interest; g) assist the Debtor in preparing legal papers; h) confer with other professionals retained by the Debtor and other parties in interest; i) negotiate and prepare the Debtor's Chapter 11 plan, disclosure statement and all related documents, and take any necessary actions to obtain confirmation of the plan; and j) perform all other necessary legal services in connection with this Chapter 11 case. The Law Offices of Howard Peritz will be paid at these rates: Attorneys $415 per hour Paralegals $200 per hour The firm received a retainer in the amount of $25,000. As disclosed in court filings, The Law Offices of Howard Peritz is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Howard Peritz, Esq. The Law Offices of Howard Peritz 5 Revere Drive, Suite 200 Northbrook, IL 60062 Phone: 847 562 5880 Email: howard@howardperitzlaw.com About R.S. 2010 Properties Co. R.S. 2010 Properties Co. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-80135) on Feb. 7, 2023. At the time of filing, the Debtor estimated $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Thomas M. Lynch presides over the case. Howard Peritz, Esq., at The Law Offices of Howard Peritz represents the Debtor as counsel. RADIOSHACK ONLINE: CohnReznick to Auction IP Assets on May 2 ------------------------------------------------------------ CohnReznick Capital Markets Securities, LLC ("CRC") has been retained to auction the Intellectual Property of RadioShack Online IPCo, LLC Assets -- including U.S. & International Trademark Registrations, U.S. & International Patents, U.S & International Copyrights, all related Internet Domain Names, all materials, images and content included in the RadioShack Business Dealer Portal on the Novation Effective Date, and all related Licenses (all together, the "RadioShack IP"). While an en bloc for all the IP is preferred, CRC will consider bids on some of the parts. The RadioShack IP assets are being sold "As Is/Where Is" and without any Representations or Warranties pursuant to an Asset Purchase Agreement. Documents can be accessed through an online data room available through CRC. RESERVE PRICES: * En Bloch: $3.0 million * Copyrights & Trademarks: $1.5 million * Patents: $1.5 million Notice of Public Sale A public auction sale of the Collateral will be conducted by CRC pursuant to Section 9-610 of the UCC. Where: CohnReznick, LLP HQ at 1301 Avenue of the America, 7th floor, New York, NYÂ 10019 When: Auction begins promptly at 10:00 a.m. EDT on Tuesday, May 2, 2023. Qualified Bids: By 5:00 p.m. on Thursday, April 27, 2023, parties will submit bidding qualifications to include: i) an Asset Purchase Agreement marked to reflect proposed changesÂ to the template; ii) evidence of financial wherewithal to perform; and iii) evidence of an earnest deposit of $250,000 for an en bloc bid on all the IP. FOR MORE INFORMATION CONTACT: Jeffrey R. Manning Sr., Managing Director (917) 549-0312 jeff.manning@cohnreznickcapital.com CohnReznick Capital Markets Securities LLC, a Maryland limited liability company, is a member of FINRA and SIPC and is registered as a broker dealer with the SEC - Qualified Institutional Investors Only. For more information, please visit http://www.cohnreznickcapital.com. 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. The petition was signed by Bradford Tobin, SVP, general counsel. In its petition, the Debtor estimated $100 million to $500 million in both assets and liabilities. Pepper Hamilton LLP is serving as counsel to the Debtors, Jones Day as co-counsel, Prime Clerk, LLC as claims and noticing agent, Loughlin Management Partners & Company, Inc. REVELANT HOLDINGS: Synergetic Suit Remanded to Bankruptcy Court --------------------------------------------------------------- In the appealed case captioned as In Re: REVELANT HOLDINGS LLC, Debtor. SYNERGETIC OIL TOOLS, INC and BRIAN HERMAN, Appellants, v. RELEVANT HOLDINGS LLC, Appellee, Civil Action No. 1:21-cv-02213-CNS, (D. Colo.), Judge Charlotte N. Sweeney of the U.S. District Court for the District of Colorado reverses and remands the case back to the Bankruptcy Court consistent with her Order. The Appellants Synergetic Oil Tools, Inc., and Brian Herm are unsecured creditors of Debtor Revelant Holdings LLC for intellectual property claims for past due invoices and damages that accrued before the bankruptcy petition date. The parties were partaking in ongoing negotiations regarding the settlement of the Creditors' claims and moved twice to extend the deadline by which to initiate proceedings to determine the nondischargeability of their claims. The Appellants argue that their claims are nondischargeable under Subchapter V. Chief Judge Romero granted the first extension. The parties then filed a Second Stipulated Motion to Extend the Deadline. The Bankruptcy Court denied the stipulated motion as moot. Chief Judge Romero's analysis relied exclusively upon In re Satellite Restaurants Inc. Crabcake Factory USA, 626 B.R. 871 (Bankr. D. Md. 2021) and In re Cleary Packaging LLC, 630 B.R. 466 (Bankr. D. Md. 2021). On appeal, the Appellants argue that the Bankruptcy Court erred in denying the parties' Second Stipulated Motion to Extend the Deadline to Object to Debtor's Discharge filed by creditor Synergetic. Judge Sweeney finds that "the Bankruptcy Court's decision relied solely upon decisions from the U.S. Bankruptcy Court for the District of Maryland to determine that the limitations identified in 11 U.S.C. Section 1192(2) (i.e., the kind of debt specified within Section 523(a)) are only applicable to individual Subchapter V debtors." Judge Sweeney points out that "there has now been an intervening change in the law, which warrants reanalysis by the Bankruptcy Court. . . In 2022, while the instant appeal was pending, the Fourth Circuit reversed the Bankruptcy Court for the District of Maryland in In re Cleary Packaging LLC. The Fourth Circuit held that, as a matter of first impression for the Fourth Circuit, the discharge exceptions under Subchapter V of Chapter 11. . . applied to both individual and corporate debtors. . . because the statutory language of Section 1192(2) only carved out exceptions to the kind of debt specified in Section 523(a) and did not carve out exceptions for the type of debtor. . . Ultimately, the Fourth Circuit held that the discharge exceptions in Subchapter V of Chapter 11 apply to both individuals and corporate debtors under Section 1192(2), which would arguably make Appellants' debts nondischargeable." Judge Sweeney finds the Fourth Circuit's analysis persuasive. As such, Judge Sweeney reverses and remands the case back to the Bankruptcy Court to reanalyze the issue in light of In re Cleary Packaging, LLC, 36 F.4th 509, 518 (4th Cir. 2022). A full-text copy of the Order dated March 28, 2023, is available https://tinyurl.com/yck3a3st from Leagle.com. About Revelant Holdings Revelant Holdings, LLC -- https://revelant.com -- is a technology company bringing the Enercat tool to the oil and gas industry as an entirely new and innovative way to improve the properties of fluids downhole and at the surface. With its corporate office now in Houston and four regional USA offices serving the oil and gas industry, Revelant is currently focusing on the Permian Basin, Eagle Ford, Mid-Continent and San Juan Basin. Revelant Holdings filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 20-16717) on Oct. 12, 2020. W. Tracy Fotiades, president, signed the petition. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Michael E. Romero oversees the case. The Debtor tapped Weinman & Associates, P.C., and Wrinkle Gardner and Company as its legal counsel and accountant, respectively. RPVA TRUCKING: Unsecured Creditors to Split $10K Dividend in Plan ----------------------------------------------------------------- RPVA Trucking, LLC, filed with the U.S. Bankruptcy Court for the District of New Jersey a Small Business Plan of Reorganization dated April 10, 2023. The Debtor is in the business of trucking and transports and hauls various goods using 4 tractor trailers. The Debtor is a NJ Domestic Limited Liability Company formed on May 19, 2020 with the Single Member being Ramon Dominguez. At that time the LLC began leasing and purchasing tractors which totaled 13 and debtor was able to hire a dispatcher to help manage the trucks. Due to a driver negligence the company lost its largest contract with Amazon and it was requested to cancel all leases but kept the 4 purchase tractors. In or about February 2022, one of the debtor's contract drivers was issued various traffic citations which accumulated approximately 14 points for one single traffic incident. Based upon DMV laws said points are tripled for a period of three years. Each year 1/3 of said points are removed from the points transcript. The accumulation of the points exceeded what was allowed by Amazon and the Debtor lost its contracts as a result. Debtor believes that his contracts will be reinstated in June 2023. General unsecured creditors shall be paid a total base dividend of $10,000.00 on a pro-rata basis beginning in month 18 to continue over the remaining life of the Debtor's 60-month plan. Disbursements shall be made to this class of creditor on a quarterly basis beginning in approximately the 24th month after the Effective Date of the debtor's Plan. Class 5 consists of General Unsecured Claims. The General Unsecured Claims total $101.751.00. This Class will receive a monthly payment of $277.77 from June 1, 2025 to June 1, 2028. This Class will receive a distribution of .09% of their allowed claims. Ramon Domingues will receive no distribution under the Plan other than retain his ownership interest in the Debtor. The Debtor will fund Plan from estimated Funds on hand upon Effective date of Plan: $3,000.00. Monthly Payments over 60 months based on Cash Flow Projections: $4,918.02 for 3 months; $3,251.36 for 15 months; and $2,571.48 for 42 months. On Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures and equipment, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date. A full-text copy of the Plan of Reorganization dated April 10, 2023 is available at https://bit.ly/3od5098 from PacerMonitor.com at no charge. Attorney for RPVA Trucking: Kirsten B. Ennis, Esq. KIRSTEN B. ENNIS, LLC PO Box 5536 Clinton, NJ 08809 Telephone: (908) 713-0345 Email: kirsten@ennislegal.com About RPVA Trucking RPVA Trucking LLC is in the business of trucking and transports and hauls various goods using 4 tractor trailers. The Debtor filed Chapter 11 Petition (Bankr. D.N.J. Case No. 22-19705) on December 8, 2022. The Debtor is represented by Kirsten Busch Ennis, Esq. of KIRSTEN B. ENNIS, LLC. RTW CONSTRUCTION: Cash Collateral Access, $1MM DIP Loan OK'd ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey authorized RTW Construction, Inc. on an interim basis, to use cash collateral and obtain post-petition financing from Change Capital Holdings I, LLC as set forth in the budget. As previously reported by the Troubled Company Reporter, Change Capital is providing a revolver that will allow the Debtor to obtain funds, repay, and obtain more funds up to the maximum principal amount of $1 million with a maximum outstanding amount during the initial 13-week period of not more than $250,000. The Debtor acknowledges that separate and apart from its negotiations with the DIP Lender, the Debtor has assured First Indemnity of America Insurance Company that proceeds of each of the Debtor's contracts for which FIA issued a surety bond will be deposited into a segregated bank account and used first to pay: (a) beneficiaries of the New Jersey Trust Fund Act (NJ Rev. Stat section 2A:44-148) associated with a particular Bonded Contract who are unpaid at the time of the Debtor's receipt of the funds; or (b) FIA directly to the extent FIA pays the claims (e.g., claims to subcontractors and material suppliers for a particular Bonded Contract). The Debtor is authorized to make disbursements in accordance with the Budget, and any subsequent Budget(s) approved by the DIP Lender. The Budget and any subsequent Budget(s) will not deviate or infringe upon this assurance. Proceeds of each of the Debtor's contracts in excess of subsection (a) and (b) therein constitute cash collateral and may be used in accordance with the Order. The security interest and lien granted post-petition by the Debtor to the DIP Lender pursuant to the DIP Loan Documents is approved and granted on a first priority basis on all assets of the Debtor, subject to (i) valid and properly perfected pre-petition liens and (ii) the Trust Fund Act. The Order will be sufficient evidence of the DIP Lender's perfected post-petition lien and security interest in all of the Debtor's assets and will be binding, enforceable, and perfected upon the entry of the Order. As adequate protection for the Debtor's continued use of the DIP Lender's cash collateral, to the extent of any diminution in the value of its collateral, the DIP Lender continues to be granted a replacement lien in all of the Debtor's presently owned or hereafter acquired property and assets. The DIP Lender is also granted, to the extent of any diminution in the value of its collateral, an allowed super priority administrative claim as provided in 11 U.S.C. section 507(b) of the Debtor's estate which will have priority in payment over any other indebtedness and/or obligations now in existence or incurred thereafter by the Debtor and over all administrative expenses or charges against property arising in the Debtor's Chapter 11 case or any superseding Chapter 7 case. A hearing to consider the DIP Financing and entry of a Final Order is scheduled for April 18, 2023 at 2 p.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3oc0d7U from PacerMonitor.com. The budget provides for total operating expenses, on a weekly basis, as follows: $33,000 for the week ending April 7, 2023; $28,850 for the week ending April 14, 2023; and $18,000 for the week ending April 21, 2023. About RTW Construction, Inc. RTW Construction, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 21-18595) on November 4, 2021. In the petition signed by Randy Worrell, chief executive officer, the Debtor disclosed $1,376,365 in assets and $3,032,627 in liabilities. Judge Christine M. Gravelle oversees the case. Vincent Roldan, Esq., at Mandelbaum and Salsburg PC is the Debtor's counsel. Change Capital Holdings I, LLC, the DIP lender, is represented by Henry G. Swergold, Esq., at Platzer, Swergold, Goldberg, Katz & Jaslow, LLP. SAND SHACK: To Sell Substantially All Assets on April 19 -------------------------------------------------------- Pursuant to Section 9-610 of the Uniform Commercial Code as adopted in the State of Ne York and any other applicable jurisdictions, and any other applicable law, Hilldun Corporation ("secured party") will offer for sale to the public, by public auction, substantially all of the assets of Sand Shack LLC on April 19, 2023, at 10:00 a.m. New York (Eastern Daylight) Time, at Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, New York 10020. Persons who wish to attend the auction in person must call or email Michael A. Buxbaum, Esq., not later than 3:00 p.m. New York (Eastern Daylight) Time on the day before the sale in order to be granted security clearance to enter the building in which the auction will be conducted. Persons who wish to attend the auction remotely by Zoom meeting must request an invitation by email addressed to the administrative liaison not later than 3:00 p.m. New York (Easter Daylight) Time on the day before the date of the auction, whereupon an invitation to the Zoom meeting will be issued by return email to the email address from which the request was sent. The Debtors will be entitled, for a charge of $500, to an accounting of unpaid indebtedness secured by the assets that the secured party intends to sell and may contact the administrative liaison to request such accounting. For further information regarding the assets or the auctions, please contact the administrative liaison: Michael A. Buxbaum, Esq. Lowenstein Sandler LLP 1251 Avenue of the Americas New York, New York 10020 Tel: 646-414-6820 Email: mbuxbaum@lowenstein.com Sand Shack LLC owns and operates a sustainable apparel and accessories business. SCHLENSKER INVESTMENTS: Hires Eric A. Liepins as Legal Counsel -------------------------------------------------------------- Schlensker Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eric A. Liepins, P.C. as its legal counsel. The Debtor requires legal assistance to liquidate its assets, reorganize the claims of the estate, and determine the validity of claims asserted in the estate. The firm will be paid at these rates: Eric A. Liepins $275 per hour Paralegals and Legal Assistants $30 to $50 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $5,000, plus filing fee. Eric A. Liepins, Esq., the sole shareholder of the firm, 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: Eric A. Liepins, Esq. Eric A. Liepins, PC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 Email: eric@ealpc.com About Schlensker Investments Schlensker Investments, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 23-30542) on March 22, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Eric A. Liepins, Esq. SCST REALTY: Case Summary & Six Unsecured Creditors --------------------------------------------------- Debtor: SCST Realty Group, LLC 2431 Reed Street, Unit 2 Philadelphia, PA 19146 Business Description: SCST Realty is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns a property located at 2431 Reed Street, Unit 2, Philadelphia, PA 19146 valued at $1.3 million. Chapter 11 Petition Date: April 13, 2023 Court: United States Bankruptcy Court District of New Jersey Case No.: 23-13078 Debtor's Counsel: Harry J. Giacometti, Esq. FLASTER/GREEBERG, P.C. 1717 Arch Street Suite 3300 Philadelphia, PA 19103 Tel: (215) 279-9393 Email: harry.giacometti@flastergreenberg.com Total Assets: $1,300,000 Total Liabilities: $1,607,945 The petition was signed by Salvatore Campagna as member. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SGGI3SY/SCST_Realty_Group_LLC__njbke-23-13078__0001.0.pdf?mcid=tGE4TAMA SIXTH AVE RETAIL: Public Auction Set for May 3 ---------------------------------------------- Christopher E. Chang, Esq., referee, will sell at auction to the highest bidder at Portico of the New York County Supreme Court, 60 Centre Street, New York, New York 10007, on May 3, 2023, at 2:15 p.m., premises known as 735 Sixth Avenue, New York, NY 10010, designated on the County land map as Block 800, Lot 1302, and more particularly described in the judgment of foreclosure and sale. Sold subject to all terms and conditions in said judgment and terms of sale. Approximate amount of judgment is $47.4 million plus interest and costs. Supreme Court, New York County: CGCMT 2013-GC15 Sixth Avenue LLC v. Sixth Ave. Retail LLC et al., Index No. 160040/2019. The referee ca be reached at (212) 208-1470. SKILLZ INC: Chief Accounting Officer Resigns; Replacement Named --------------------------------------------------------------- Stanley Mbugua stepped down as chief accounting officer of Skillz Inc. effective March 31, 2023. On March 31, 2023, in connection with the foregoing, the Company and Mr. Mbugua entered into a separation agreement. Pursuant to the terms of the Separation Agreement, Mr. Mbugua will receive (i) a severance payment equal to an aggregate of $150,000, and (ii) COBRA healthcare coverage for a maximum period of six months. The Separation Agreement also contains customary cooperation and non-disparagement provisions. New Principal Accounting Officer Effective April 3, 2023, Elly Ryu, 42, will serve as Controller and Global Head of Accounting, the principal accounting officer of the Company. Ms. Ryu previously served as the corporate controller and principal accounting officer at Sensen Bio, Inc. (now known as Carisma Therapeutics Inc.), from February 2021 to March 2023. Ms. Ryu joined Fi Holdings, LLC where she served as the Corporate Controller from January 2020 to February 2021. Prior to Fi Holdings, Ms. Ryu served as the Director of Accounting and Finance at Acrotech Biopharma, LLC from March 2019 to November 2019. Prior to that, Ms. Ryu served in a variety of positions at Spectrum Pharmaceuticals, Inc., including Director of Accounting and Finance, Commercial Controller, Assistant Controller and Senior Manager Accounting and Finance from September 2009 to March 2019. Ms. Ryu holds a Master's in Business Administration from University of California, Irvine and a Bachelor of Science in Economics and Business Administration from the Sogang University, Seoul, South Korea. Under an offer letter that Ms. Ryu entered into with the Company and approved by the Compensation Committee of the Board of Directors on March 30, 2023, she will be paid a salary of $280,000 per year. She will also be eligible to receive annual target incentive compensation of $100,000 (pro-rated for 2023), subject to achievement of certain performance goals. The Company will also grant Ms. Ryu a restricted stock unit award covering shares of the Company's Class A common stock with a grant date value equal to $60,000 which, subject to continuous service, will vest 100% on the date of Ms. Ryu's one year anniversary of the Effective Date. The Company will also grant Ms. Ryu a performance stock unit award covering shares of the Company's Class A common stock with a grant date value equal to $60,000 which will vest in one year, subject to achievement of certain performance goals. There are no family relationships between Ms. Ryu and any of the directors or executive officers of the Company, and there are no transactions in which Ms. Ryu has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Ryu and any other person pursuant to which Ms. Ryu was appointed as an officer of the Company. Schedules Annual Meeting for June 20 On March 22, 2023, the Board established that the Company's 2023 Annual Meeting of Stockholders will be held on Tuesday, June 20, 2023, and has fixed the closing of business on April 21, 2023, as the record date for the Annual Meeting. Because the date of the Annual Meeting has been changed by more than 30 days from the anniversary date of the 2022 Annual Meeting of Stockholders, which was held on May 12, 2022, the deadlines for any stockholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended and for any stockholder nomination or proposal outside of Rule 14a-8, as listed in the Company’s 2022 Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 1, 2022, are no longer applicable. About Skillz Inc. Skillz Inc. -- https://www.skillz.com -- is a mobile games platform that connects players in fair, fun, and meaningful competition. The Skillz platform helps developers build multi-million dollar franchises by enabling social competition in their games. Leveraging its patented technology, Skillz hosts billions of casual esports tournaments for millions of mobile players worldwide, and distributes millions in prizes each month. Skillz Inc. reported a net loss of $438.87 million in 2022, a net loss of $187.92 million in 2021, and a net loss of $149.08 million in 2020. * * * As reported by the TCR on March 31, 2022, S&P Global Ratings lowered its issuer credit rating on San Francisco-based mobile gaming platform operator Skillz Inc. to 'CCC+' from 'B-'. Also in March 2022, Moody's Investors Service downgraded the Corporate Family Rating of Skillz Inc. to Caa1 from B3 following the company's recent guidance for greater cash flow losses over the next year, reflecting higher governance risk. SMS DIRECT: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: SMS Direct, Inc. 1000 W Crossroads Parkway Suite I Bolingbrook, IL 60490 Chapter 11 Petition Date: April 13, 2023 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 23-04899 Judge: Hon. David D. Cleary Debtor's Counsel: Eric Zelazny, Esq. LAW OFFICES OF ERIC ZELAZNY 18400 Maple Creek Drive Suite 600 Tinley Park, IL 60477 Tel: 708-444-4333 Fax: 709-444-4377 Email: Eric@lehlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Smith as owner. 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/WBBGKEQ/SMS_DIRECT_INC__ilnbke-23-04899__0001.0.pdf?mcid=tGE4TAMA SNC-LAVALIN GROUP: S&P Alters Outlook to Neg., Affirms 'BB+' ICR ---------------------------------------------------------------- S&P Global Ratings outlook on SNC-Lavalin Group Inc. (SNC) to negative from stable and affirmed its 'BB+' issuer credit rating on the company. At the same time, S&P affirmed its 'BB+' issue-level rating, with a '3' recovery rating, on SNC's unsecured notes. S&P said, "Our negative outlook primarily reflects weaker-than-expected credit measures and negative FOCF generation this year stemming from cost overruns on SNC's remaining LSTK contracts. High input costs and material/labor shortages led to significant cost overruns on SNC's remaining LSTK projects in 2022. This contributed to weaker-than-expected credit measures, including adjusted debt to EBITDA that we assume is likely to remain above 3x this year as FOCF deficits tied to SNC legacy contracts limit the company's ability to reduce leverage. That said, we expect prospective improvement in earnings and cash flow generation beyond 2023, which should improve credit measures to levels we view as commensurate with the ratings, including an adjusted debt-to-EBITDA ratio below 3x and positive FOCF generation on a sustained basis. In 2019, SNC announced a plan to exit LSTK contracting and since then has not taken on any new such projects. Its exposure is now limited to the three remaining projects underway that include two rail projects in Ontario (the Eglinton Crosstown light rail transit in Toronto and the Trillium Line extension in Ottawa) and the Reseau express metropolitain (REM) light rail transit network in Montreal. Our base-case assumption is that there will be no further material cost overrun given that the two Ontario rail projects have reached a major milestone of being largely physically complete with the remaining work on them expected to pose less risk. We believe, the REM project (now more than 75% complete), unlike the two Ontario projects, has not experienced any significant cost overruns and is expected to be completed by next year. Our negative outlook on SNC incorporates our view regarding project execution risk, combined with a history of cost overruns on LSTK projects and credit measures that are currently weak for the rating." The SNCL Services segment's largely stable earnings and cash flow profile should improve earnings stability for SNC following completion of the LSTK projects. Notwithstanding the near-term weakness in credit measures and execution risk relating to legacy LSTK contracts, S&P believes the rest of SNC's business has a steady earnings and cash flow profile, that it views favorably. SNCL Services, which includes engineering services, nuclear, operations and maintenance, and Linxon, accounted for about 88% of total revenues in 2022, and has robust long-term growth prospects, particularly in the engineering services and nuclear segments. Within engineering services, SNC reported record backlog growth in 2022, which was sitting at about C$4.7 billion at the end of 2022, up about 23% from the previous year. This growth stemmed from higher spending from the U.K. government on rail infrastructure projects along with defense and other critical infrastructure. Furthermore, S&P expects the U.S. infrastructure bill to result in significant capital investments over the next few years, which have started to flow into SNC's order backlog. Customer decarbonization initiatives are also leading to increased infrastructure investments, which should contribute to positive sustainable growth for the segment. S&P said, "We believe the nuclear segment in particular is entering a period of strong demand as countries attempt to diversify power generation away from natural gas and are increasingly turning to nuclear as a source of clean, secure, and affordable energy. We believe this trend is starting to show in SNC's nuclear order backlog, which was up 12%, largely due to increased nuclear power investment in the U.K. and Canada." Furthermore, a majority of SNCL Services contracts are reimbursable. Under them, SNC charges its customers the actual cost incurred plus a markup. This reduces the impact of input cost volatility on earnings and operating cash flows, leading to an earnings and cash flow profile that is much more stable than the company's LSTK segment. Most engineering services and nuclear contracts are public sector contracts, which reduces counterparty risks associated with these projects. S&P said, "SNC's stake in Highway 407 ETR continues to provide meaningful credit protection. SNC holds a 6.76% stake in Highway 407 ETR, and therefore we incorporate one notch of credit enhancement in our rating on SNC (captured in our positive capital structure modifier). We consider this asset a nonstrategic financial investment, which SNC could sell in the future with a significant net asset value (the implied value at the time of its partial sale in 2019 was about C$2 billion). Our forecast credit measures assume SNC retains its investment in the 407 ETR. However, we believe that in the event of a sale, a substantial portion of the net proceeds would be available for debt reduction. In our view, the asset value of this investment provides credit support that is not captured in our financial risk and business risk assessments (beyond the dividends SNC receives from the investment)." The negative outlook primarily reflects near-term weakness in credit measures and the possibility that further cost overruns on the remaining LSTK projects could contribute to a larger FOCF deficit this year and result in adjusted debt to EBITDA remaining well above 3x. S&P said, "We could lower our ratings on SNC within the next 12 months if we expect the company will sustain adjusted debt to EBITDA above 3x or if we expect FOCF will remain negative with poor prospects of improvement. This could occur if cost overruns on the remaining LSTK projects materially exceed our estimates or if operating performance at SNCL Services meaningfully deteriorates. "We could revise the outlook on SNC to stable within the next 12 months if the company's financial results improved such that we expect adjusted debt to EBITDA of below 3x on a sustained basis and the company generates positive FOCF. In such a scenario, we would view the execution risk on SNC's remaining LSTK projects as having largely abated." ESG credit indicators: E-2, S-2, G-3 SORRENTO THERAPEUTICS: U.S. Trustee Appoints Equity Committee ------------------------------------------------------------- The U.S. Trustee for Region 7 appointed an official committee to represent equity security holders in the Chapter 11 cases of Sorrento Therapeutics, Inc. and its affiliates. The equity committee members are: 1. Xie Yuehui 14F, LifeTech Scientific Building, Keji 12th Road South, High-tech Industrial Park, Nanshan District, Shenzhen, 518063, PRC Phone: +8618682170827 Email: Helen.xu@lifetechmed.com 2. Hongguo International Holdings Ltd Unit A&B, 22nd Floor, Ford Glory Plaza, 37-39 Wing Hong Street, Cheung Sha Wan, Kowloon, Hong Kong Phone: +8613512520863 Email: cxx@hongguo.com 3. Michael Connell 13068 Caminito Mar Villa Del Mar, CA 92014 Phone: 917-714-4821 Email: Mconnell2120@gmail.com 4. Kenneth S. Grossman 18 Norfolk Rd. Great Neck, NY 11020 Phone: 516-993-2604 Email: kensgrossman@gmail.com 5. AC Choudhury 907 Sea Shell Dr. Mesquite, TX 75149 Phone: 972-816-3989 Email: oneahsan@yahoo.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 Sorrento Therapeutics Sorrento Therapeutics, Inc. -- http://www.sorrentotherapeutics.com/ -- is a clinical and commercial stage biopharmaceutical company developing new therapies to treat cancer, pain (non-opioid treatments), autoimmune disease and COVID-19. Sorrento's multimodal, multipronged approach to fighting cancer is made possible by its extensive immuno-oncology platforms, including key assets such as next-generation tyrosine kinase inhibitors ("TKIs"), fully human antibodies ("G-MAB(TM) library"), immuno-cellular therapies ("DAR-T(TM)"), antibody-drug conjugates ("ADCs"), and oncolytic virus ("Seprehvec(TM)"). Sorrento is also developing potential antiviral therapies and vaccines against coronaviruses, including STI-1558, COVISHIELD(TM) and COVIDROPS(TM), COVI-MSCTM; and diagnostic test solutions, including COVIMARK(TM). Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90085) on Feb. 13, 2023. Sorrento disclosed assets in excess of $1 billion and liabilities of about $235 million as of Feb. 10, 2023. Judge David R. Jones oversees the cases. Jackson Walker LLP and Latham & Watkins LLP are serving as legal counsel to Sorrento. M3 Partners is serving as restructuring advisor. Stretto Inc. is the claims agent. On Feb. 28, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by the law firms of Norton Rose Fulbright US, LLP and Milbank, LLP. Berkeley Research Group, LLC is the committee's financial advisor. ST. CHARLES MEMORY: U.S. Trustee Appoints Kelly Richards as PCO --------------------------------------------------------------- William Neary, U.S. Trustee for Region 6, appointed Kelly Richards as patient care ombudsman for St. Charles Memory Care, LLC. The appointment was made pursuant to the order from the U.S. Bankruptcy Court for the Northern District of Texas on March 2 and the verification of disinterestedness by Kelly Richards. In the PCO's investigation, the PCO discovered no known connections with St. Charles Memory Care, creditors, patients, and other parties in interest. About St. Charles Memory Care St. Charles Memory Care, LLC operates a continuing care retirement community and assisted living facility for the elderly. It is based in Grapevine, Texas. St. Charles Memory Care sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 23-40253) on Jan. 27, 2023. In the petition signed by Tracy Bazzell, agent, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Mark X. Mullin oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, represents the Debtor as legal counsel. SURRENDER SOLUTIONS: Court OKs Interim Cash Collateral Access ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, authorized Surrender Solutions, Inc. to use the cash collateral of its secured creditors, the U.S. Small Business Administration and Amazon Capital Services, Inc., on an interim basis in accordance with the budget and its agreement with the SBA. The Debtor is authorized to use cash collateral in its bank accounts but is not allowed to use cash collateral held in the Amazon seller accounts. Amazon will hold funds in the seller account in reserve pending further hearing on the use of cash collateral. As previously reported by the Troubled Company Reporter, the SBA has an outstanding balance of approximately $290,291 and Amazon Capital Services Inc. has an outstanding balance of approximately $151,817. The SBA is the first position secured creditor with the UCC Financing Statement filed with the California Secretary of State on July 20, 2022, Filing No.: U200002536918. The SBA has a blanket lien against the Debtor's assets. Amazon holds the second position lienholder, with a UCC Financing Statement filed with the California Secretary of State of December 7, 2021, Filing No.: U210108367531. As adequate protection for the interim use of cash collateral, the Debtor must pay $1,383 monthly adequate protection payment to the SBA. The Debtor does not have any priority unsecured claims, and the general unsecured creditors include American Express and Kabbage Funding with an estimated total claim amount of $91,014. The Debtor will not use the cash collateral for insider compensation payments until the objection period expires. The final hearing on the matter is set for April 26 at 10 a.m. A copy of the Court's order is available at https://bit.ly/3mn6JIM from PacerMonitor.com. About Surrender Solutions, Inc. Surrender Solutions, Inc. sells a variety of wellness products, including wellness patches, oils, lotions, ayurvedic/aromatherapy rollers, candles, lip balms, matches, sleep masks, and other similar products on Amazon. Surrender Solutions 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 sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10611) on March 24, 2023. In the petition signed by Kymbirley Brake, chief financial officer, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Theodor C. Albert oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, represents the Debtor as legal counsel. T.A.M.G. REALTY: Seeks Chapter 11 Bankruptcy Protection ------------------------------------------------------- T.A.M.G. Realty Inc. filed for chapter 11 protection in the Northern District of Georgia. According to court filings, T.A.M.G. Realty estimates between $1 million and $10 million in debt owed`to 1 to 49 creditors. The petition states that funds will not be available to unsecured creditors. About T.A.M.G. Realty T.A.M.G. Realty Inc. is a boutique real estate brokerage firm. The Company's boutique home office is in Smyrna, Ga. It also has several satellite locations in New York, New Jersey, Illinois, Louisiana, Connecticut, Florida, and California. T.A.M.G. Realty Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-50051) on April 3, 2023. In the petition filed by Tiffany Gray, as president, the Debtor reported assets and liabilities between $1 million and $10 million each. Leon S. Jones has been appointed as Subchapter V trustee. The Debtor is represented by: April Lash, Esq. The Law Office of April Lash 1290 Spring Street 875 Roswell Rd, Ste C Smyrna, Ga 30080 Tel: (888) 720-8141 Fax: (404) 393-5707 Email: attorney@northgabankruptcyfirm.com TALEN ENERGY: Announces CEO Transition Plan ------------------------------------------- On April 5, 2023, Talen Energy Corporation reported that CEO Alejandro "Alex" Hernandez announced his departure effective as of the date that Talen closes the strategic transactions contemplated by its chapter 11 plan of reorganization (the "Plan") and completes its restructuring. The Plan includes the infusion of new equity capital pursuant to a common equity rights offering of up to $1.55 billion (the "Equity Rights Offering"). The Equity Rights Offering is backstopped by various leading financial institutions that hold approximately $1.1 billion of Talen Energy Supply's ("TES") existing unsecured notes and will, in the aggregate, hold the substantial majority of the equity of Talen upon consummation of the Plan. The Plan and Equity Rights Offering investment achieves an approximately $3 billion reduction in TES' debt, provides for full repayment of TES' first lien funded debt, and the consensual equitization of all of TES' existing unsecured notes. Mr. Hernandez will be succeeded as CEO by Mark "Mac" McFarland on the closing of the transactions under the Plan, which is expected to occur in the second quarter of 2023 and is conditioned on the Company's receipt of remaining regulatory approvals, successful completion of the Equity Rights Offering, backstop funding and debt financing transactions, and the satisfaction of closing conditions under the Plan. Mr. Hernandez has served as CEO since 2021, President and Director of the Company since 2019, and previously as CFO from 2016 through 2021. Following an orderly transition, Mr. McFarland will be responsible for overseeing all aspects of the Company's long-term strategy and overall performance, including leadership of the Company's wholesale power generation business. "I thank Alex for his leadership in guiding Talen successfully through the recapitalization and restructuring process. We welcome Mac McFarland to Talen and look forward to a successful and orderly transition," commented incoming Talen Board Chairman Stephen Schaefer. "I am proud of what our team has accomplished together since Talen's take-private in 2016," said Hernandez. "We transformed the legacy public company into a high-performing, value-driven organization with some of the best performing assets in the power industry. We have addressed the balance sheet through this recapitalization. We formed the Cumulus growth business, which is driving the convergence between digital infrastructure assets and carbon free energy. I am grateful for the opportunity to have served as Talen and Cumulus CEO and remain committed to ensuring a smooth transition for the benefit of the Company, our new CEO, Board of Directors, and new owners." Carol Flaton and Gary Wojtaszek, independent directors of Talen's current Board of Directors, commented, "We thank Alex for his leadership since 2016 and for guiding the Company through the operating turnaround, transformation, and strategic equity recapitalization and restructuring process. The Company has been transformed in recent years and is well positioned for the future. We and Alex remain focused on maximizing value for all stakeholders through an orderly transition period while ensuring a successful close of the restructuring pursuant to the Plan." Mr. McFarland is currently the President and Chief Executive Officer of California Resources Corporation and has served on the Board of Directors since October 2020. Mr. McFarland previously served on the Board of Directors of GenOn Energy, an independent power producer, until September 2022. He was formerly Executive Chairman and served as President and Chief Executive Officer from April 2017 to December 2018. He served as Chief Executive Officer of Luminant Holding Company LLC, a subsidiary of Energy Future Holdings Corporation and large independent power producer, from 2013 to 2016. From 2008 to 2013, he served as both Chief Commercial Officer of Luminant and Executive Vice President, Corporate Development and Strategy of Energy Future Holdings. Previously, Mr. McFarland served in various roles at Exelon Corporation for nearly a decade, including as Senior Vice President, Corporate Development. He has served on the Boards of Bruin E&P Partners, TerraForm Power, and Chaparral Energy. Mr. McFarland earned his Master of Business Administration from the University of Delaware and a Bachelor of Science degree in Civil Engineering (Environmental Concentration) from Virginia Polytechnic Institute and State University. He received his professional engineer license in 1995. Talen has disclosed that Stephen Schaefer will be appointed as the Chairman of the reconstituted Board of Directors of the Company, replacing Ralph Alexander, who has served in this capacity since 2019. In addition to Mr. Schaefer and Mr. McFarland, following Talen's emergence, the following individuals will be appointed to the Company's reconstituted Board of Directors: Gizman Abbas, Anthony Horton, Karen Hyde, and Joseph Nigro. Additionally, Talen announced that it has received regulatory approvals for the transactions contemplated by the Plan from the Federal Energy Regulatory Commission ("FERC") and the Nuclear Regulatory Commission ("NRC"). Additional Information Talen's chapter 11 cases are pending before the Honorable Marvin Isgur and are jointly administered under Case No. 22-90054. As previously reported, on December 15, 2022, the U.S. Bankruptcy Court for the Southern District of Texas confirmed the Plan. Court documents and other information are available on a website hosted by the Company's claims agent, Kroll, at https://cases.ra.kroll.com/talenenergy. The Company has also established a call center for questions at 844-721-3899 if calling from within the United States or Canada or 347-292-4080 if calling from outside these areas. Creditor inquiries can also be directed to talenenergyinfo@ra.kroll.com. The Company has retained Weil Gotshal & Manges LLP as its restructuring legal advisor, Evercore as its investment banker, and Alvarez & Marsal as its restructuring financial advisor. The ad hoc group of unsecured noteholders has retained Kirkland & Ellis LLP as legal advisor and Rothschild & Co. as its investment banker and financial advisor. 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. THREESQUARE LLC: Court Will Confirm Plan Over UST's Objection ------------------------------------------------------------- Chief Bankruptcy Judge B. McKay Mignault for the Northern District of West Virginia overrules the objection of the U.S. Trustee to ThreeSquare, LLC's proposed plan and denies the U.S. Trustee's motion to convert the case to one under Chapter 7. ThreeSquare submits before the Court its proposed Chapter 11 plan of reorganization. The Debtor asserts that the proposed plan is confirmable because it possesses adequate cash flow, together with cash on hand and an anticipated capital contribution, to fund the plan payments totaling $155,576. Additionally, the Debtor contends that its principals are committed to its reorganization and will provide additional capital as is necessary to successfully complete the plan. Indeed, the Debtor's plan provides that the Levines, personally, rather than the Debtor, will pay attorney fees due and owing to Debtor's counsel. The Office of the U.S. Trustee is the only interested party to object to the Debtor's proposed Chapter 11 plan. The UST contests the feasibility of the Debtor's plan. Specifically, it argues that the Debtor does not have sufficient cash flow to meet its monthly obligations under the proposed plan. The UST also asserts that the Debtor cannot reasonably rely on the Levines for capital contributions because they themselves are engaged in a Chapter 7 bankruptcy. Additionally, the UST contends that the Debtor's plan is contingent on its ability to refinance the debt secured by its commercial rental property such that the Debtor's prospects are too speculative. Finally, the UST asserts that the court cannot confirm the Debtor's plan with the extant exculpation provisions. Rather than confirm the Debtor's plan, the UST asserts that the court should convert the Debtor's case to one under Chapter 7. As feasibility and the exculpation provisions were the only disputes regarding the plan, the Court finds that the Debtor's proposed plan otherwise meets the requirements of Section 1129(a) and (b) of the Bankruptcy Code. And the Court will confirm the Debtor's proposed plan over the UST's objection. Regarding feasibility, the Court finds that "the Debtor is adequately capitalized and has sufficient earning potential to perform during its thirty-six-month plan. To that end, the evidentiary record reflects that the Debtor possessed over $13,000 cash on hand as of the confirmation hearing, and the Levines proposed to ultimately inject $7,500 into the Debtor, leaving it with a relatively comfortable cash cushion as of the effective date of its plan." Additionally, the Court is confident that the Debtor will earn at least $4,200 monthly for thirty-six months, totaling $151,200. Likewise, the Court believes that "the Levines -- despite them and several related entities filing their own bankruptcies -- have the wherewithal, financially and otherwise, to successfully manage the Debtor and contribute to the reorganization as is necessary for the Debtor's success. Notably, the Debtor's plan does not include the payment of attorney fees. . . there is nothing to suggest that the Levines will be unable to pay those fees. After all, the Debtor's counsel may agree to whatever treatment it finds acceptable, and the Court presumes the parties reached such an agreement based upon the terms of the plan. Thus, the issue is beyond the Court's consideration as it relates to feasibility." Regarding exculpation, the Court finds the provisions at issue here to be customary and appropriate under the circumstances. The Court believes that "the provisions are narrowly tailored and are consistent with what courts typically permit. Moreover, the UST did not present any evidence to substantiate its assertion that 'Article VIII will essentially give David and Monica Levine a license to make decisions which could negatively impact the Debtor." The Court further believes that "the UST's attack on the Levines' character is unwarranted. . . To the contrary, the evidence. . . leads to the court to conclude that the Levines are committed to the Debtor's reorganization." Thus, the Court finds it appropriate to confirm the Debtor's proposed plan with the extant exculpation provisions. A full-text copy of the Memorandum Opinion dated March 28, 2023, is available https://tinyurl.com/5xur2s2x from Leagle.com. About ThreeSquare LLC ThreeSquare, LLC, a West Virginia corporation which has been in business since 2002, which business consists of renting commercial property for retail and/or office space to interested tenants. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D. W.Va. Case No. 19-00975) on Nov. 12, 2019. The Debtor was estimated to have $500,001 to $1 million in assets and less than $10 million in liabilities. Judge Frank W. Volk oversees the case. The Debtor hired Turner & Johns, PLLC, as its legal counsel. THRIVIFY LLC: Court OKs Bid to Appoint Chapter 11 Trustee --------------------------------------------------------- Judge David Hercher of the U.S. Bankruptcy Court for the District of Oregon granted the motion by Gregory Garvin, the Acting U.S. Trustee for Region 18, to appoint a Chapter 11 trustee in the bankruptcy case of Thrivify LLC. Judge Hercher further ordered that after the appointment of the interim trustee, the U.S. Trustee shall submit an application with a proposed order approving the U.S. Trustee's selection. If there is no timely objection or request for a trustee election, the interim trustee will be the Chapter 11 trustee, without further order of the court. A copy of the order is available for free at https://bit.ly/3ZU67HW from PacerMonitor.com. About Thrivify LLC Thrivify LLC -- https://www.thelodgeinsisters.com -- owns and operates an assisted living facility in Sisters, Oregon that provides a variety of living options to choose from, including Independent Living for active seniors, Assisted Living for those in need of support with the activities of daily life, and short-term Respite stays. Sisters, Oregon-based Thrivify LLC was subject to an involuntary Chapter 11 petition (Bankr. D. Ore. Case No. 23-30538) filed on March 15, 2023. The alleged creditors who signed the petition are Clutch Industries, Inc., Terence C Blackburn, and Sean A Blackburn. The creditors are represented by Erich M. Paetsch, Esq., at Saalfeld Griggs, PC. Judge David Hercher oversees the case. TOMS KING: Gets Bids for 82 Burger King Units in Chapter 11 ----------------------------------------------------------- Ron Ruggless of Nation's Restaurant News reports that TOMS King Holdings LLC, which filed for Chapter 11 bankruptcy protection at the start of the year, has received bids for 82 of its 90 Burger King locations, court documents indicate. TOMS King, which was one of the largest franchisees in the Burger King U.S. system, filed its Chapter 11 petition January 2, 2023. The potential sale, conducted in a March auction, requires bankruptcy court approval after a "341 Meeting" of creditors. DC Burger led in bids for 37 restaurants in Virginia. Karali Group won the auction for 27 restaurants in Ohio and Pennsylvania. Corporate Burger King was the winning bidder on 17 locations in Illinois, Ohio and Pennsylvania. Restaurant Concepts bid on one location in Pennsylvania. The Chapter 11 filing is in the U.S. Bankruptcy Court for the Northern District of Ohio. The TOMS King bankruptcy petition was followed in March by one from Meridian Restaurants Unlimited LC, based in South Ogden, Utah, which franchises about 120 Burger King restaurants in nine states. Meridian, which also franchises Black Bear Diner full-service units not involved in the case, filed its petition on March 2 in the U.S. Bankruptcy Court Utah District in Salt Lake City. Meridian has restaurants in Arizona, Kansas, Minnesota, Montana, Nebraska, North Dakota, South Dakota, Utah and Wyoming. At the time, a Burger King spokesperson said: "Over the next year or so, we anticipate a few franchisees will likely leave the system or look to reposition their portfolios for future success. We will proactively manage those transitions — and for those leaving the system, will work to ensure the restaurants are ultimately owned by high-performing franchisees and other proven operators from the restaurant industry." In a February earnings call, Burger King parent Restaurant Brands International executives said they would be accelerating part of the planned "Reclaim the Flame" $400 million investment in the U.S. business. As of Dec. 31, 2022 RBI had 19,789 Burger King restaurants systemwide. The Toronto-based company also owns the Tim Hortons, Popeyes Louisiana Kitchen and Firehouse Subs brands. About TOMS King LLC TOMS King LLC is a franchisee of Burger King restaurants. TOMS King and its affiliates operate 90 Burger King restaurants spanning four states: Illinois, Ohio, Pennsylvania, and Virginia. TOMS King (Ohio) LLC and six affiliates, including TOMS King LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Lead Case No. 23-50001) on Jan. 2, 2022. In the petition filed by Daniel F. Dooley, as chief restructuring officer, the Debtor reported assets up to $50,000 and liabilities between $10 million and $50 million. Attorneys at Allen Stovall Neuman & Ashton LLP and Womble Bond Dickinson (US) LLP are advising the Debtors. Omni Agent Solutions, Inc., is the claims agent. TREVAIL MINING: CCAA Court OKs Shareholders' Representative ----------------------------------------------------------- The Supreme Court of British Columbia has granted a CCAA Shareholder Representation Order subject to proceedings under Canada's Companies' Creditors Arrangement Act ("CCAA") in the matter of Trevali Mining Corporation. IN THE SUPREME COURT OF BRITISH COLUMBIA IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, RSC 1985, C C-36, AS AMENDED AND IN THE MATTER OF THE BUSINESS CORPORATIONS ACT, SBC 2002, C 57, AS AMENDED AND THE BUSINESS CORPORATIONS ACT, SNB 1981, C B-9.1, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE AND ARRANGEMENT OF TREVALI MINING CORPORATION AND TREVALI MINING (NEW BRUNSWICK) LTD. NOTICE OF CCAA SHAREHOLDER REPRESENTATION ORDER TAKE NOTICE THAT, on March 29, 2023, the Supreme Court of British Columbia granted the CCAA Shareholder Representation Order, pursuant to which, subject to certain limited exceptions: 1. Members of an Ad Hoc Committee of Trevali Shareholders have been appointed as the Shareholder Representatives on behalf of a group of persons and entities who purchased or acquired the common shares of Trevali Mining Corporation between October 9, 2020 and August 15, 2022, and held some or all of such common shares as of the close of trading on April 14, 2022 and/or August 15, 2022 ("Securities Claimants"). 2. KND Complex Litigation has been appointed as Shareholder Representative Counsel. 3. The Shareholder Representatives and the Shareholder Representative Counsel are authorized and empowered to act in relation to, and for all purposes of, the filing of any claims, proofs of claims, participation in negotiations or mediations with respect to the settlement of any part or the whole of the Securities Claims, and the development, drafting, preparation and execution of the Plan of Compromise and Arrangement, if any, and any related or similar definitive documentation. 4. Any person who wishes to be excluded from the definition of Securities Claimants must submit a written request to Shareholder Representative Counsel by email at sn@knd.law by no later than July 5, 2023. Information concerning these proceedings is available on the website of the Shareholder Representative Counsel at https://www.knd.law/class-actions/trevali-mining-corp/ and on Monitor's website at http://cfcanada.fticonsulting.com/trevali/. TSS ACQUISITION: Seeks to Hire Meaden & Moore as Tax Advisor ------------------------------------------------------------ TSS Acquisition Company seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to employ Meaden & Moore, Ltd. as its tax advisor. The firm's services include: (1) preparing the Debtor's consolidated federal income tax return for TSS RCP Holding Company & Qualified Subsidiaries, along with the California corporation income tax return for year ended 2022 and returns for 2023, (2) bankruptcy accounting and monthly reporting following the potential future departure of the Debtor's chief financial officer, (3) internal financial sales, operational and cash flow budgets and forecasts, (4) insights, suggestions, advice and recommendations regarding strategic or business direction for the Debtor, including assisting in the development of strategic or business plans, (5) employee retention credit application; (6) assistance with California sales tax issues; (7) assistance with Ohio use tax audit; (8) finalization and clean-up of 2022 trial balance for operations, reconciliation of various accounts, fixed asset reconciliation and depreciation reports, reconciliation of all intercompany balances and goodwill impairment and bankruptcy related adjustments; (9) winddown of accounting activity in DAX system, transition relevant activity to Oakland; (10) all above referenced assistance for 2023, as well as adjustments related to any asset sale activity, calculation of tax gain or loss and required reporting and insolvency forms; and (11) other related services which are mutually agreed upon. Meaden & Moore will be paid at these rates: Partner $475 per hour Officer $340 per hour Senior Manager $230 per hour Manager $180 per hour Senior $160 per hour Associates $140 per hour The firm received a retainer in the amount of $40,000. Richard Rollins, vice president of Meaden & Moore, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Meaden & Moore can be reached at: Richard J. Rollins, CPA Meaden & Moore, Ltd. 2363 Eagle Pass Road, Suite A Wooster, OH 44691 Tel: (330) 264-7307 About TSS Acquisition Company TSS Acquisition Company is a manufacturing company with locations in West Chester, Ohio, and in Carlsbad and Oakland, Calif. TSS Acquisition sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 22-12154) on Dec. 19, 2022. In the petition signed by its chief restructuring officer, Sumner M. Saeks, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Beth A. Buchanan oversees the case. Patricia J. Friesinger, Esq., at Coolidge Wall Co., L.P.A. and Meaden & Moore, Ltd. are the Debtor's legal counsel and tax advisor, respectively. TSS CONSULTING: Magistrate Judge Orders Worsham to Show Cause ------------------------------------------------------------- Magistrate Judge Leslie Hoffman Price of the U.S. District Court for the Middle District of Florida denies the motion for summary judgment filed by Plaintiff Michael C. Worsham in the case captioned as MICHAEL C. WORSHAM, Plaintiff, v. TSS CONSULTING GROUP, LLC and MARCOS I. TAVERAS, Defendants, Case No. 6:18-cv-1692-LHP, (M.D. Fla.). This action stems from unwanted calls Plaintiff Michael C. Worsham alleges he received from Defendants TSS Consulting Group, LLC and Marcos I. Taveras, the managing member of TSS. The Court finds that "the Plaintiff's motion is due to be denied for several reasons. First, it exceeds the page limit without prior authorization. Second, the Plaintiff's motion states that he is seeking injunctive relief under both the Telephone Consumer Protection Act and the Maryland Telephone Consumer Protection Act, yet the Third Amended Complaint only seeks injunctive relief under the TCPA. The motion also contradicts Plaintiff's prior assertions. . . the Plaintiff stated he was only seeking injunctive relief under the TCPA. Third, the renewed motion for summary judgment nowhere identifies which of the 22 claims for relief set forth in his Third Amended Complaint form the legal basis for his requested injunctive relief. Fourth, the requested injunctive relief in the renewed motion far exceeds that identified in the Third Amended Complaint." But beyond these deficiencies, the Court also finds that the "Plaintiff's renewed motion contains one more fatal flaw. . . Plaintiff's motion flagrantly ignores the Court's June 28, 2022 Order and continues to incorporate materials attached to prior filings in this case. That Order made clear the Court would not consider any discovery materials, evidence, or arguments that were incorporated by reference, beyond the Third Amended Complaint and Defendants' answers. In his renewed motion, the Plaintiff acknowledges the Court's directives, disagrees with them (without citation to any authority to support his position), and reiterates his intent to incorporate by reference previously filed materials." Now, the only evidence before the Court on summary judgment is the Plaintiff's own affidavit, and a copy of the Electronic Articles of Organization for Florida Limited Liability Company for TSS. While these two pieces of evidence are uncontroverted, they do not come close to establishing a prima facie case for any violations of the TCPA. At most, the Plaintiff's Affidavit demonstrates that on three occasions, the person Plaintiff spoke to during the unsolicited calls stated that he worked for TSS. The Court finds that "the Plaintiff has not established that either the Defendant ever initiated any of the calls in question. . . First, these representations in Plaintiff's Affidavit constitute inadmissible hearsay, as they are being submitted for the truth of the matter asserted -- that the persons making the unsolicited robocalls work for TSS and that TSS made the calls. Second, other than his own representations of these phone conversations, the Plaintiff has presented no evidence that these persons actually worked for TSS. Third, there is no evidence that Plaintiff ever attempted to call the 407-986-5439 callback number so there is no evidence that the number has any connection to Defendants. . . the Plaintiff's Affidavit is insufficient to establish any of the theories of agency. . . Nor does Plaintiff's Affidavit support a theory of liability based on apparent authority." The evidentiary record is complete, the Plaintiff has been afforded ample opportunity to submit any and all evidence he wishes the Court to consider, and he was provided two chances to establish his entitlement to summary judgment. The Court also provided Plaintiff with prior notice of the deficiencies in his claims. Thus, the Court would be well within its authority to sua sponte enter summary judgment in favor of Defendants based on Plaintiff's failure to establish that Defendants are directly or vicariously liable for the calls at issue. However, out of an abundance of caution, the Court will afford the Plaintiff an opportunity to submit argument to the Court as to why summary judgment should not be entered in favor of Defendants as to all claims, based on Plaintiff's failure to establish either direct or vicarious liability. A full-text copy of the Order and Order to Show Cause dated March 28, 2023, is available https://tinyurl.com/bdzyszck from Leagle.com. TUPPERWARE BRANDS: Taps Advisors, Expresses Going Concern Doubt --------------------------------------------------------------- Tupperware Brands Corporation (NYSE: TUP) (the "Company"), a leading global consumer products company, on April 7 disclosed that it has engaged financial advisors to help improve its capital structure and remediate its doubts regarding its ability to continue as a going concern. The Company's Board of Directors is actively engaged with management to improve the Company's capital structure and near-term liquidity. The Company has engaged financial advisors to assist in securing supplemental financing, and is engaging in discussions with potential investors or financing partners. In addition, the Company is reviewing its real estate portfolio for property available for potential dispositions or sale-leaseback transactions, and is exploring right-sizing efforts, monetization of fixed assets, cash management, and marketing and channel optimization, to preserve or deliver additional liquidity. "Tupperware has embarked on a journey to turn around our operations and today marks a critical step in addressing our capital and liquidity position," said Miguel Fernandez, President and Chief Executive Officer of Tupperware Brands. "The Company is doing everything in its power to mitigate the impacts of recent events, and we are taking immediate action to seek additional financing and address our financial position." The Company has determined that a violation of its Credit Facility covenants is probable to occur as a result of the Company's delay in filing its Annual Report on Form 10-K for the year ended December 31, 2022 (the "Form 10-K") as well as cash constraints caused by higher interest costs and timing of re-engineering actions. Further, due to the challenging internal and external business economics, coupled with the increased levels and cost of borrowings under its Credit Facility, the Company currently forecasts that, if it is unable to obtain adequate capital resources or amendments to its Credit Agreement, it may not have adequate liquidity in the near term. As a result, the Company has concluded there is substantial doubt about its ability to continue as a going concern. This going concern status requires the Company to write-down certain non-cash deferred tax assets and goodwill and other intangible assets. Therefore, the financial results reflected in its Form 10-K, when filed, will differ significantly in these areas from the preliminary results it announced on March 1, 2023. On April 3, 2023, as expected, the Company received a notice from the New York Stock Exchange (the "NYSE") indicating the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file the Form 10-K. The NYSE informed the Company that, under NYSE rules, the Company has six months from the Form 10-K due date to regain compliance with the NYSE listing standards by filing the Form 10-K with the Securities and Exchange Commission (the "SEC"). The NYSE further noted that, if the Company fails to file the Form 10-K within the six-month period, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The notice from the NYSE also notes that the NYSE may nevertheless commence delisting proceedings at any time if it deems that circumstances warrant. The Company currently expects to file its Form 10-K with the SEC within the next 30 days; however, there can be no assurance that the Form 10-K will be filed at such time. As the Company previously disclosed on March 16, 2023, it filed a Notification of Late Filing on Form 12b-25 (the "Form 12b-25"), reporting the Company required additional time to complete the Form 10-K due to several items related to its accounting for income taxes and leases. Although the Company has dedicated significant resources to finalizing its audited consolidated financial statements and related disclosures for inclusion in the Form 10-K, the Company was unable to file the Form 10-K by March 31, 2023, the end of the extension period provided by the Form 12b-25. Further time is needed by the Company and its auditors to complete the preparation and audit of the financial statements, including the restatement of certain of its previously issued financial statements, before the Form 10-K can be filed. TZEW HOLDCO: Trustee's Motion to Withdraw Reference Denied ---------------------------------------------------------- In the case captioned as IN RE: TZEW HOLDCO LLC, et al., Chapter 7 Debtors. JEOFFREY L. BURTCH, Chapter 7 Trustee, Plaintiff, v. TYLER ZACHEM, an individual, DAVID BASTO, an individual, JOHN OVERBAY, an individual, JOHN MALLOY, an individual, jeffrey frient, AN INDIVIDUAL, MICHAEL SHORT, an individual, DAVID TOLMIE, an individual, JEFFREY DANE, an individual, Defendants, Civ. No. 22-1268-GBW, (D. Del.), Judge Gregory B. Williams of the U.S. District Court for the District of Delaware denies the Motion to Withdraw the Reference of the Adversary Proceeding filed by Jeoffrey L. Burtch, as the Chapter 7 Trustee in TZEW Holdco LLC's bankruptcy case. The Trustee seeks for an order withdrawing reference of the Adversary Proceeding, pursuant to 28 U.S.C. Section 157(d) "but only when the case is trial ready." The Court finds that the Trustee's Motion to Withdraw the Reference does not mention, let alone address, the factors set forth in the case In re Pruitt, 910 F.2d 1160, 1171 (3d Cir. 1990). The Trustee simply argues that his right to a jury trial, which the Bankruptcy Court cannot conduct, and his unwillingness to consent to the Bankruptcy Court's adjudication of same, constitutes sufficient "cause" for withdrawing the reference as it will "promote judicial economy and timely resolution." Although the Trustee may be entitled to a jury trial, the Court explains that "the Trustee's potential entitlement at some future date is not sufficient grounds to withdraw the reference at this time. Rather, 'withdrawal of the reference based on the ground that a party is entitled to a jury trial should be deferred until the case is 'trial ready.'" In addition, the Court explains that "in deciding whether to withdraw a case from the bankruptcy court based on a jury demand, courts consider (1) whether the case is likely to reach trial; (2) whether protracted discovery with court oversight will be required; and (3) whether the bankruptcy court is familiar with the issues presented. . . With respect to the first factor, the Court notes that this case remains in the earliest stages of litigation -- one can only speculate when it will proceed to trial, if at all. With respect to the second factor -- given the stage of the matter, it is unclear at this point whether any discovery at all will required. But it is safe to assume that significant discovery -- and Bankruptcy Court oversight of same -- would be required to adjudicate a Complaint which asserts breach of fiduciary duty claims against eight separate individuals. Finally, with respect to the third factor, the Bankruptcy Court here has overseen the Debtors' cases for almost three years, is already familiar with the facts of both the Adversary Proceeding and the Chapter 7 cases, and is therefore, in the best position to adjudicate pretrial motions and discovery disputes." A full-text copy of the Memorandum dated March 28, 2023, is available https://tinyurl.com/2ycett26 from Leagle.com. About TZEW Holdco TZEW Holdco, LLC -- http://www.apexparksgroup.com-- and its affiliates are privately held owners and operators of amusement parks, resorts, and family entertainment centers across the United States. Founded in 2014, the companies' business strategy focuses on the acquisition, operation, growth, and development of various properties into economical, family-friendly entertainment and amusement venues. The companies locations include year-round family entertainment centers, water parks, and amusement parks in states across the country, including California, Texas, and Florida. Each of the companies' locations provides affordable, family-friendly entertainment to local markets and features numerous attractions, including rides, games, and events. TZEW Holdco and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-10910) on April 8, 2020. At the time of the filing, the Debtors had estimated assets of between $50 million and $100 million and liabilities of between $100 million and $500 million. The Debtors have tapped Pachulski Stang Ziehl & Jones, LLP as their legal counsel, Imperial Capital, LLC as an investment banker and financial advisor, Paladin Management Group, LLC as restructuring advisor, and Kurtzman Carson, LLC as claims and noticing agent. The Debtors hired Grant Thornton, LLP, to provide tax compliance services. The U.S. Trustee for Regions 3 and 9 appointed a committee of unsecured creditors on April 23, 2020. The committee is represented by Kelley Drye & Warren LLP. UBO-TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Ubo-Technologies, LLC d/b/a Microlyscs 10773 NW 58th St # PMB 45 Doral, FL 33178-2801 Chapter 11 Petition Date: April 13, 2023 Court: United States Bankruptcy Court Southern District of Florida Case No.: 23-12848 Debtor's Counsel: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. 500 NE 4th St Ste 200 Fort Lauderdale, FL 33301-1163 Tel: (954) 765-3166 Email: chad@cvhlawgroup.com Total Assets: $327,181 Total Liabilities: $2,521,279 The petition was signed by Rakesh Guduru as founder/CEO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QPN4ASQ/Ubo-Technologies_LLC__flsbke-23-12848__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KTHDMMA/Ubo-Technologies_LLC__flsbke-23-12848__0001.0.pdf?mcid=tGE4TAMA UNITED AIRLINES: Fitch Alters Outlook on B+ LongTerm IDRs to Stable ------------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDRs) for United Airlines Holdings, Inc. and its primary operating subsidiary, United Airlines, Inc., at 'B+'. The Rating Outlook is revised to Stable from Negative. The Outlook revision is driven by a healthy demand environment, which Fitch expects to drive improving revenues and margins in 2023. Longer-term trends are positive as Fitch anticipates that United's fleet renewal efforts and growth strategy will mitigate cost pressures and improve the company's competitiveness and margin profile over the intermediate term. Fitch's primary concerns focus on United's re-fleeting efforts and heavy period of capital spending that Fitch expectsour to drive negative FCF at least through 2024. United's capital spending leaves the company with less de-leveraging capacity than some competitors and the possibility of heavy reliance on debt financing should operating cash flows fail to meet expectations. United's sizeable liquidity balance provides downside protection. The company ended the year with total liquidity of more than $18 billion including its undrawn revolver. KEY RATING DRIVERS Healthy Demand Outlook for 2023: Solid reports around booking trends have provided confidence in an improving operating environment for this year. Several carriers reiterated sustained high levels of demand at recent industry conferences. While United pulled down its first quarter guidance citing costs related to the pull-forward of accruing for pilot wages, fuel costs, and weaker than expected unit revenues, it reiterated its full year targets, citing solid levels of demand in the second quarter and beyond. Demand resilience likely points to an increased priority in consumer spending on experiences over goods coming out of the pandemic, which may hold up despite a weaker macroeconomic environment. Growth is likely to be supported by yoy increases in international and business demand, both of which were depressed during the first half of 2022. This dynamic provides additional upside to United relative to peers as United over-indexes to international and business travel. As such, Fitch expects United to outpace Delta and American in top-line growth this year. Meanwhile, supply growth is set to remain muted this year due to ongoing pilot shortages and delivery delays from the aircraft manufacturers, which Fitch believes will support a favorable pricing environment and offset rising operating costs. Mixed Credit Impact of Fleet Renewal: United is in the midst of an intense period of capital spending related to its United Next plan. Following a December 2022 order for 100 Boeing 787s, United's order book now includes firm commitments for 700 aircraft to be delivered over the next decade, equivalent to 80% of its total current mainline fleet count. United's fleet renewal efforts result in material up-front capital spending requirements which will limit United's efforts to de-lever its balance sheet. The company originally planned to take delivery of nearly 150 aircraft in 2023, but delays will push roughly 50 planes to into next year. Deliveries in 2024 are likely to be higher assuming OEM delivery rates improve. United expects gross capital spending to total $8.5 billion in 2023. Fitch expects FCF to remain negative in 2023 and 2024 and for gross debt balances to remain near current levels, assuming a portion of aircraft deliveries are debt funded. Fitch believes that United's fleet transformation will have a material positive impact on United's cost structure and on its competitive position in domestic markets. The aircraft on order will be significantly more fuel efficient both in terms of engine technology and in seats per departure. Fitch views the fleet renewal as particularly impactful for United's regional operations, where it remains much more heavily reliant on small, inefficient regional jets compared to competitors. Benefits of the updated fleet support Fitch's forecast for United to return to near pre-pandemic levels of profitability by 2024. Cost Pressures Manageable but Risks Remain: The majority of United's union contracts are open for amendment and the company faces cost pressures as wage rates continue to rise. Fitch views these pressures as manageable assuming a supportive demand environment. However, higher costs present downside risks should demand drop off in a recessionary scenario. Pilots, which represent the largest portion of the total salary line, stand to receive substantial pay increases following new deals signed by Delta and Spirit Airlines in recent months, both of which included cumulative pay increases of more than 30%. Fitch believes that United is better positioned than competitors to offset rising wages. The company's fleet renewal program and subsequent increase in average aircraft gauge and fuel efficiency provide material tailwinds in the next several years. United is guiding towards flat yoy non-fuel unit costs for 2023, including the potential impact of pending union contracts. Substantial but Manageable Debt Burden: At YE 2022, United's debt and lease obligations totaled $37.7 billion, which is down from its peak level during the pandemic but remains roughly 80% higher than pre-pandemic levels on a gross basis. Fitch does not expect the company to reduce gross debt levels over the next two years. However, its forecast for EBITDAR generation is improved since its prior review, driving forecasted leverage lower than previous expectations. Fitch expects United's gross adjusted debt/EBITDAR to decline from 6.4x to around 4.5x by YE 2023 and modestly lower thereafter. United's net leverage may drop below 3x by YE 2023, factoring in United's sizeable liquidity balance. Fitch generally places more consideration on gross leverage figures for airlines as cash balances can decline quickly in adverse scenarios. DERIVATION SUMMARY United's 'B+' rating is two notches above American Airlines (B-/Positive). The rating differential is driven, in part, by United's total debt burden which remains lower than American's along with a higher liquidity balance. However, Fitch views United as having lower de-leveraging capacity and greater execution risk relative to American due to the company's capital spending and fleet renewal program. United is three notches below Delta Air Lines (BB+/Stable), with the difference driven by higher gross leverage at United. Delta also benefits from higher operating margins and pre-pandemic track record of FCF generation. KEY ASSUMPTIONS - United's capacity grows in the mid-teens in 2023 and in the low to mid-single digits annually thereafter; - Continued travel demand growth in 2023 keeping load factors in the 83%-84% range; - Flat to modestly increasing unit revenues; - Jet fuel prices averaging around $3.10/gallon in 2023, implying Brent crude prices in the mid $80/barrel range, while crack spreads remain elevated above historical averages; - Capital spending in line with the company's public guidance; - LIBOR at 4.5% in 2023 declining to 3.25% over the forecast period. Fitch assumes new senior secured debt including EETC debt is issued at roughly 6% through the forecast. Recovery Assumptions: Fitch uses a bespoke approach to recovery ratings for issuers rated in the 'B' category as opposed to a generic uplift approach for 'BB' category issuers. Fitch's recovery analysis assumes that United would be reorganized as a going concern (GC) in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which the agency bases the enterprise valuation. Fitch uses a GC EBITDA estimate of $5.5 billion and a 5.0x multiple, generating an estimated GC enterprise value (EV) of $27.5 billion prior to an estimated 10% in administrative claims. The GC EBITDA estimate is above United's LTM EBITDA figure of $4.8 billion as 2022 was still heavily impacted by COVID. Its estimate is ~25%-30% below its forecasted 2023 EBITDA envisioning a scenario where structurally weakened demand for air travel and/or higher fuel prices squeeze operating margins to below levels experienced in the pre-pandemic period. This analysis yields a recovery rating of 'RR2' for senior secured creditors, reflecting the possibility that recovery for secured parties could be diluted given the amount of senior debt raised through the downturn. Likewise, United's unsecured recovery rating of 'RR6' reflects the large amount of secured debt in United's capital structure. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Adjusted debt/EBITDAR trending towards 4x and EBITDAR fixed-charge towards 2.5x; - Neutral to positive sustained FCF; - Progress towards United's fleet renewal efforts while maintaining financial flexibility, including maintaining or increasing unencumbered assets. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Adjusted debt/EBITDAR sustained above 5x or FFO fixed charge coverage sustained below 1.5x; - Total liquidity (cash plus revolver availability) declining below $8 billion absent corresponding decrease in outstanding debt; - EBITDAR margins deteriorating into the low double-digit range; - Persistently negative or negligible FCF. LIQUIDITY AND DEBT STRUCTURE Liquidity Provides Downside Protection: United ended 2022 with cash, short-term investments and revolver availability totalling $18.2 billion. United's liquidity balance was higher than either of its major peers, and provides a material amount of protection against potential economic pressure. Prior to COVID, United targeted a minimum of $5 billion-$6 billion in total liquidity. Fitch expects the company's current liquidity balance, along with improving operating cash flows, to be more than sufficient to cover near-term obligations. Fitch expects United to direct cash towards aircraft deliveries and scheduled debt maturities. As such, unencumbered assets are expected to rise through its forecast period, rebuilding after United utilized much of its unencumbered asset base to raise funds during the pandemic. Debt Structure: Near-term maturity risk of long-term debt instruments and finance leases is manageable, given an estimated $3.1 billion in 2023. Maturities in 2023 include $1.6 billion payment in EETCs, term loan and finance leases. United's debt structure primarily consists of aircraft backed EETCs, secured term loans and notes backed by the company's slots/gates/routes collateral, and secured notes and term loan backed by its loyalty program. United has a limited amount of unsecured notes as well as unsecured obligations that arose as part of the government Payroll Support Program. ISSUER PROFILE United Airlines is one of the largest airlines in the world. The company maintains hubs at Newark Liberty International Airport, Chicago O'Hare International Airport, Denver International Airport, George Bush Intercontinental Airport in Houston, and Los Angeles International Airport, among others. 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 ----------- ------ -------- ----- United Airlines Holdings, Inc. LT IDR B+ Affirmed B+ senior unsecured LT B- Affirmed RR6 B- United Airlines, Inc. LT IDR B+ Affirmed B+ senior unsecured LT B- Affirmed RR6 B- senior secured LT BB Affirmed RR2 BB VA TECHNOSOLUTIONS: Unsecureds to Split $50K via Quarterly Payments ------------------------------------------------------------------- VA Technosolutions and Services, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a Plan of Reorganization for Small Business dated April 10, 2023. Since around 2011, the Debtor has been in the business of a wholesaler of electronic equipment and accessories. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $50,000. The final Plan payment is expected to be paid on July 31, 2026. The Debtor is projecting quarterly disposable of income of $4,167 and will make quarterly payments of $4,167. If the Debtor outperforms its projections annually, then in the first quarterly payment for the following year it will distribute 50% of the actual disposable income to creditors under the Plan. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow of operations. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately $50,000 with the possibility of much more based on actual disposable income. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of non-priority unsecured creditors. Quarterly payments of $4,167 to be shared pro rata. If the Debtor outperforms its projections annually, then in the first quarterly payment for the following year it will distribute 50% of the actual disposable income to creditors under the Plan. This Class is impaired. Equity interests of the Debtor will remain 100% with Victor Arias. No distributions based on equity during the life of the Plan. The Plan will be funded from the operations of the Debtor under the control of the principal of the Debtor, Victor Arias. The principal of the Debtor will be the disbursing agent and will make the payments to creditors. A full-text copy of the Plan of Reorganization dated April 10, 2023 is available at https://bit.ly/416huOG from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Tarek K. Kiem, Esq. Kiem Law PLLC 8461 Lake Worth Road, Suite 114 Lake Worth, FL 33467 Phone: +1 (561) 600-0406 Email: tarek@kiemlaw.com About VA Technosolutions and Services VA Technosolutions and Services is a merchant wholesaler of professional and commercial Equipment and supplies. VA Technosolutions and Services, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-10161) on Jan. 10, 2023. The petition was signed by Victor M. Arias as managing member/president. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Robert A. Mark presides over the case. Tarek K. Kiem, Esq., at KIEM LAW, PLLC, represents the Debtor. VERITAS FARMS: Board Approves 2023 Equity Incentive Plan -------------------------------------------------------- The Board of Directors of Veritas Farms, Inc. adopted and approved the Veritas Farms, Inc. 2023 Equity Incentive Plan, subject to stockholder approval. The 2023 Plan provides for the grant of awards to eligible employees, directors, and consultants in the form of stock options, stock appreciation rights ("SARs"), restricted stock, unrestricted shares, restricted stock units ("RSUs"), performance units, and cash-based awards. The purpose of the 2023 Plan is to optimize the profitability and growth of the Company through incentives that link the personal interests of employees, directors and consultants to those of the Company's stockholders, to provide participants with an incentive for excellence in individual performance, and to promote teamwork. The 2023 Plan is a successor to the Company's 2017 Stock Incentive Plan and, accordingly, no new grants will be made under the 2017 Plan from and after the effective date of the 2023 Plan. The 2023 Plan has a term of 10 years and authorizes the issuance of up to 40,000,000 shares of the Company's common stock. In addition, the number of shares of common stock available for issuance under the 2023 Plan shall automatically increase on January 1st of each year for a period of nine years commencing on Jan. 1, 2024 and ending on (and including) Jan. 1, 2033, in an amount equal to 10% of the total number of shares authorized under the 2023 Plan. The Compensation Committee of the Board of Directors will administer the 2023 Plan and has the power to determine the size and types of awards granted and may, in its discretion, determine the performance measures to be used for purposes of awards that are to be performance-based. The shares of common stock subject to awards granted under the 2023 Plan that expire, are forfeited because of a failure to vest, or otherwise terminate without being exercised in full will return to the 2023 Plan and be available for issuance under the 2023 Plan. In the event of a change in control, notwithstanding any vesting schedule with respect to an award of options, SARs, phantom stock units or restricted stock, such option or SAR shall become immediately exercisable with respect to 100 percent of the shares subject to such option or SAR, and the restricted period shall expire immediately with respect to 100 percent of the phantom stock units or shares of restricted stock subject to restrictions. In the event of a change in control, all incomplete award periods in effect on the date the change in control occurs shall end on the date of such change, and the committee shall, (i) determine the extent to which performance goals with respect to each such award period have been met based upon such audited or unaudited financial information then available as it deems relevant, (ii) cause to be paid to each participant partial or full awards with respect to performance goals for each such award period based upon the committee’s determination of the degree of attainment of performance goals, and (iii) cause all previously deferred awards to be settled in full as soon as possible. The Board of Directors or a duly appointed committee thereof may amend or modify the 2023 Plan at any time, subject to any required stockholder approval. To the extent required by applicable law or regulation, and except as otherwise provided in the 2023 Plan, stockholder approval will be required for any amendment that (a) materially increases the number of shares available for issuance under the 2023 Plan, (b) materially expands the class of individuals eligible to receive awards under the 2023 Plan, (c) materially increases the benefits accruing to the participants under the 2023 Plan or materially reduces the price at which shares of common stock may be issued or purchased under the 2023 Plan, (d) materially extends the term of the 2023 Plan, or (e) expands the types of awards available for issuance under the 2023 Plan. Amended and Restated Articles of Incorporation to Increase Authorized Common Stock and Preferred Stock To enable the Company to meet certain commitments made to stockholders and convertible note holders, and keep available for issuance additional shares of its common stock and shares of its 'blank check' preferred stock, the Company's Board of Directors unanimously approved and adopted a resolution seeking stockholder approval to authorize the Board of Directors to amend the Amended and Restated Articles of Incorporation of the Company dated Oct. 13, 2017 to increase the number of authorized shares of common stock from 200,000,000 shares to 800,000,000 shares and to increase the number of authorized shares of 'blank check' preferred stock from 5,000,000 shares to 20,000,000 shares. Shareholder approval for the Authorized Shares Increase Amendment was obtained on March 31, 2023 by written consent from stockholders that held at least a majority of the voting power of the stock of the Company entitled to vote thereon. The consent from the stockholder constituted a sufficient number of votes to approve the Authorized Shares Increase Amendment under the Company's Amended and Restated Articles, bylaws of the Company, and Nevada law. The Amended and Restated Articles of Incorporation containing the Authorized Shares Increase Amendment was filed with the Secretary of State of the State of Nevada on April 4, 2023. Approval By Written Consent On March 31, 2023, the record date, the stockholder holding a majority of the voting securities of the Company of Company, took action by written consent in accordance with Article 1, Sections 7 of the Company's by-laws and Sections 78.320 and 78,390 of the Nevada Revised Statutes. As of such date, the Majority Stockholder held approximately 4,548,401, or approximately 10.9% of the Company's issued and outstanding common stock, 3,635,000 shares, or approximately 90.9% of the Company's issued and outstanding Series A Convertible Preferred Stock, and 1,000,000 shares, or 100% of the Company's issued and outstanding Series B Convertible Preferred Stock. Pursuant to the Written Consent, the Majority Stockholder approved the following: * Approval of the Amended and Restated Articles of Incorporation containing the Authorized Shares Increase Amendment; and * Approval of the 2023 Equity Compensation Plan About Veritas Fort Lauderdale, Florida-based Veritas Farms, Inc. -- www.TheVeritasFarms.com -- is a vertically-integrated agribusiness focused on growing, producing, marketing, and distributing superior quality, whole plant, full spectrum hemp oils and extracts containing naturally occurring phytocannabinoids. Veritas Farms owns and operates a 140 acre farm in Pueblo, Colorado, capable of producing over 200,000 proprietary full spectrum hemp plants which can potentially yield a minimum annual harvest of 250,000 to 300,000 pounds of outdoor-grown industrial hemp. Veritas Farms reported a net loss of $7.07 million for the year ended Dec. 31, 2021, compared to a net loss of $7.59 million for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $8.35 million in total assets, $6.58 million in total liabilities, and $1.76 million in total shareholders' equity. Hackensack, New Jersey-based Prager Metis CPA's LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 12, 2022, citing that the Company has sustained substantial losses from operations since its inception. As of and for the year ended Dec. 31, 2021, the Company had an accumulated deficit of $33,930,714, and a net loss of $7,263,567. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. Continuation as a going concern is dependent on the ability to raise additional capital and financing, though there is no assurance of success. VIRGIN ORBIT: Advised by Latham & Watkins in Chapter 11 ------------------------------------------------------- Rabiya Singh of Legal Desire reports that Virgin Orbit Holdings, Inc. and its US subsidiaries (the Company or Virgin Orbit), a responsive space launch provider, announced that it has commenced a voluntary proceeding under Chapter 11 of the US Bankruptcy Code (Chapter 11) in the United States Bankruptcy Court in the District of Delaware in order to effectuate a sale of the business. With the support of Virgin Investments Limited in the form of debtor-in-possession (DIP) financing, Virgin Orbit intends to use the Chapter 11 process to maximize value for its business and assets. To help fund the process and protect its operations, the Company has received a commitment from Virgin Investments Limited for US$31.6 million in new money DIP financing. Upon approval from the Bankruptcy Court, the DIP financing is expected to provide Virgin Orbit with the necessary liquidity to continue operating as it furthers the marketing process commenced pre-petition to sell the Company and seek a value-maximizing transaction for the business and its assets. Latham & Watkins LLP is advising Virgin Orbit as restructuring counsel with a Restructuring & Special Situations team led by Los Angeles partner Jeff Bjork and New York partners George Klidonas and Anupama Yerramalli, with associates Liza Burton, Mohini Rarrick, Brian Rosen, and Thomas Fafara. Advice was also provided on litigation matters by Los Angeles partner Amy Quartarolo, with associate Tiffany Ikeda; on public company representation matters by New York partner Ellen Smiley, with associate Eliza Murray; on M&A matters by New York partner Justin Hamill and Chicago partner Jason Morelli, with associates Nima Movahedi and Shannon Cheng; on capital markets matters by Orange County partner Drew Capurro, with associate Greg Van Buiten; on finance matters by New York partners Alfred Xue and Conray Tseng and New York counsel Preeta Paragash; on insurance matters by San Diego partner Drew Gardiner; on tax matters by Chicago partner Joe Kronsnoble, with associate Derek Gumm; and on employment matters by Los Angeles partner Joe Farrell, with associate Laura Zabele. About Virgin Orbit Holdings Inc. Virgin Orbit Holdings, Inc (Nasdaq: VORB) -- http://www.virginorbit.com/-- operates one of the most flexible and responsive space launch systems ever built. Founded by Sir Richard Branson in 2017, the Company began commercial service in 2021, and has already delivered commercial, civil, national security, and international satellites into orbit. Virgin Orbit's LauncherOne rockets are designed and manufactured in Long Beach, California, and are air-launched from a modified 747-400 carrier aircraft that allows Virgin Orbit Holdings, Inc., to operate from locations all over the world in order to best serve each customer's needs. Virgin Orbit Holdings LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10405) on April 4, 2023. In the petition filed by Daniel M. Hart, as chief executive, the Debtor reports total assets as of Sept. 30, 2022 amounting to $242,978,000 and total debts as of Sept. 30, 2022 amounting to $153,491,000. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, and LATHAM & WATKINS LLP as counsel; DUCERA PARTNERS LLC as investment banker and financial advisor; and ALVAREZ & MARSAL NORTH AMERICA LLC as restructuring advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. VIRGIN ORBIT: Closing Down, Cuts 85% of Employees ------------------------------------------------- The Daily Independent reports that satellite launch company Virgin Orbit is closing down and laying off 675 employees which represents about 85 percent of the company's work force. The company made the announcement last Thursday, and the layoffs were expected to be finished this week. On Tuesday, April 4, 2023, Virgin Orbit filed for Chapter 11 bankruptcy protection. The closing of the company came when efforts to secure additional funding to keep the operations going failed. CNBC obtained audio from a recent all-hands meeting March 30 in which CEO Dan Hart delivered the news to his workforce. "Unfortunately, we've not been able to secure the funding to provide a clear path for this company," the story quoted Hart as saying. "We have no choice but to implement immediate, dramatic and extremely painful changes." Hart said the company will cease operations "for the foreseeable future" and will lay off all but 100 positions. Mojave Air and Space Port CEO Tim Reid said the closure of Virgin Orbit is not expected to have an effect on the facilities operations. Virgin Orbit had leased sites at the airport with revenues totaling $25,000 monthly. Other companies have reportedly inquired about taking over the leases for the test site and hanger. Virgin Orbit is headquartered in Long Beach. The company was founded in 2017 as a spin-off from Sir Richard Branson's Virgin Galactic. More recently, a Virgin Orbit mission taking off from the UK failed to launch properly Jan. 9. There was no one on board the rocket. Virgin Orbit's specialty was orbital flights, while Virgin Galactic's focus is on suborbital fights and space tourism. The news about Virgin Orbit has prompted questions about the future of Virgin Galactic, including the potential impact on space tourism. In addition to operations at Spaceport America in New Mexico, Virgin Galactic leases a site at the Mojave Air and Space Port. Reid said Monday, April 3, 2023, he does not know the implications of the Virgin Orbit closure for Virgin Galactic, but noted that they are separate companies with different funding streams. About Virgin Orbit Holdings Virgin Orbit Holdings, Inc (Nasdaq: VORB) -- http://www.virginorbit.com/-- operates one of the most flexible and responsive space launch systems ever built. Founded by Sir Richard Branson in 2017, the Company began commercial service in 2021, and has already delivered commercial, civil, national security, and international satellites into orbit. Virgin Orbit's LauncherOne rockets are designed and manufactured in Long Beach, California, and are air-launched from a modified 747-400 carrier aircraft that allows Virgin Orbit Holdings, Inc., to operate from locations all over the world in order to best serve each customer's needs. Virgin Orbit Holdings LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10405) on April 4, 2023. In the petition filed by Daniel M. Hart, as chief executive, the Debtor reports total assets as of Sept. 30, 2022 amounting to $242,978,000 and total debts as of Sept. 30, 2022 amounting to $153,491,000. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, and LATHAM & WATKINS LLP as counsel; DUCERA PARTNERS LLC as investment banker and financial advisor; and ALVAREZ & MARSAL NORTH AMERICA LLC as restructuring advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. VIRGIN ORBIT: Gets Nasdaq Delisting After Chapter 11 Filing ----------------------------------------------------------- Virgin Orbit Holdings, Inc., a responsive space launch provider, on April 10 disclosed that it was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") that Nasdaq had determined to commence proceedings to delist the Company's common stock and warrants to purchase common stock as a result of the Company's commencement of voluntary proceedings under Chapter 11 of the United States Bankruptcy Code. Nasdaq also asserted that the Company is not compliant with Listing Rule 5250(c)(1) because it has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Nasdaq informed the Company that trading in the Company's common stock and warrants would be suspended at the opening of business on April 13, 2023. The Company intends to appeal Nasdaq's decision to delist the common stock and warrants, but pursuant to Nasdaq's listing rules, such appeal will not impact the upcoming suspension of trading in the common stock and warrants, and such suspension will remain in effect unless Nasdaq determines to reinstate the securities as part of the Company's appeal. The Company can provide no assurance that its appeal will be successful. If the appeal is unsuccessful, it is expected that Nasdaq would file a Form 25 with the Securities and Exchange Commission (the "SEC"), which would remove the Company's common stock and warrants from listing and registration on Nasdaq. About Virgin Orbit Virgin Orbit Holdings, Inc (Nasdaq: VORB) -- http://www.virginorbit.com/-- operates one of the most flexible and responsive space launch systems ever built. Founded by Sir Richard Branson in 2017, the Company began commercial service in 2021, and has already delivered commercial, civil, national security, and international satellites into orbit. Virgin Orbit's LauncherOne rockets are designed and manufactured in Long Beach, California, and are air-launched from a modified 747-400 carrier aircraft that allows Virgin Orbit Holdings, Inc., to operate from locations all over the world in order to best serve each customer's needs. Virgin Orbit Holdings, Inc., and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10405) on April 4, 2023. In the petition filed by Daniel M. Hart, as chief executive, the Debtor reported total assets amounting to $242,978,000 and total debt amounting to $153,491,000 as of Sept. 30, 2022. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, and LATHAM & WATKINS LLP as counsel; DUCERA PARTNERS LLC as investment banker and financial advisor; and ALVAREZ & MARSAL NORTH AMERICA LLC as restructuring advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. W&T OFFSHORE: CFO Janet Yang to Leave; Interim Replacement Named ---------------------------------------------------------------- W&T Offshore, Inc. announced that Janet Yang, executive vice president and chief financial officer, will be leaving the Company on May 11, 2023, following the release of the Company's first quarter earnings and the filing of the Company's 10-Q. Ms. Yang disclosed that, for family reasons, she and her family will be relocating to another city. A formal search will be initiated shortly but until such time as a new chief financial officer is appointed, the Company announced that Trey Hartman, vice president and chief accounting officer, will serve as interim chief financial officer. Tracy W. Krohn, chairman and chief executive officer, stated, "We would like to thank Janet for her leadership and the many contributions she made to W&T over her 14 years with the Company and wish her and her family well in their upcoming move. Janet has truly been an integral member of our executive management team and contributed significantly to the multitudes of success we have achieved over the years, including key strategic and financial initiatives. We also thank Trey for stepping in during this transition period. With his extensive management experience and knowledge of our Company, combined with our strong accounting, financial reporting, investor relations, finance, treasury and control teams that we have in place, I am confident all responsibilities and abilities related to the CFO office will be sustained for a smooth transition." Ms. Yang commented: "I want to express my sincere gratitude to Tracy and the Board for the many opportunities provided to me and the trust placed in me throughout my 14-year tenure with W&T. Also, it has been a true honor and privilege to work alongside an extremely talented and dedicated team at W&T, and I will really miss being here. I leave W&T with the highest regards for the Company and believe W&T is well-positioned for success and growth with an entrepreneurial, experienced and proven team, strong balance sheet and exciting long-term growth opportunities. I look forward to contributing to a smooth transition and wish the Company all the best for the future." About Trey Hartman Trey Hartman, age 48, joined W&T Offshore as controller in April 2021 and was appointed vice president and chief accounting officer in May 2022. He previously served as vice president – controller for Sheridan Production Company from 2015 to 2020. Prior to joining Sheridan, Mr. Hartman served as vice president and controller at Halcon Resources Corporation from 2012 to 2015. Before joining Halcon Resources, Mr. Hartman served in various successive roles including Assistant Controller at Petrohawk Energy from 2006 to 2011 and at BHP Billiton (after the sale of Petrohawk) from 2011 to 2012. Mr. Hartman began his career in the audit practice of PricewaterhouseCoopers, LLP in 1997. Mr. Hartman has a Bachelor of Business Administration in Accounting and a Master of Science in Accounting from Texas A&M University. He is a Certified Public Accountant in the State of Texas. About W&T Offshore W&T Offshore, Inc. -- http://www.wtoffshore.com-- is an independent oil and natural gas producer with operations offshore in the Gulf of Mexico and has grown through acquisitions, exploration and development. As of Dec. 31, 2022, the Company holds working interests in 47 offshore fields in federal and state waters (45 fields producing and two fields capable of producing, which include 39 fields in federal waters and eight in state waters). The Company currently has under lease approximately 625,000 gross acres (457,000 net acres) spanning across the outer continental shelf off the coasts of Louisiana, Texas, Mississippi and Alabama, with approximately 8,000 gross acres in Alabama State waters, 458,000 gross acres on the conventional shelf and approximately 159,000 gross acres in the deepwater. A majority of the Company's daily production is derived from wells it operates. * * * This concludes the Troubled Company Reporter's coverage of W&T Offshore until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. WEWORK INC: Board Adopts Tax Asset Preservation Plan ---------------------------------------------------- WeWork Inc. announced its Board of Directors has adopted a stockholder rights plan designed to protect long-term stockholder value by preserving the availability of WeWork's net operating loss carryforwards ("NOLs") and other tax attributes under the Internal Revenue Code. The Board took this action in connection with the various transactions announced by WeWork on March 17, 2023 to significantly deleverage WeWork's capital structure and bolster liquidity by restructuring its outstanding debt and raising additional capital. As of Dec. 31, 2021, WeWork had approximately $6.9 billion of U.S. federal NOLs and $6.6 billion of state NOLs that could be available to offset its future federal taxable income and state taxable income, respectively. WeWork's ability to use these NOLs and other U.S. tax assets would be substantially limited if it experienced an "ownership change" within the meaning of Section 382 of the Internal Revenue Code. In general, a company would undergo an ownership change if its "5-percent shareholders" (determined under Section 382 of the Code) increased their ownership of the value of such company's stock by more than 50 percentage points over a rolling three-year period. The Tax Asset Preservation Plan is intended to reduce the likelihood of such an "ownership change" at WeWork by deterring any person or group from acquiring beneficial ownership of 4.9% or more of WeWork's outstanding Class A common stock. The Tax Asset Preservation Plan is similar to those adopted by numerous other public companies with significant NOLs and/or other tax assets. The Tax Asset Preservation Plan is not designed to prevent any action that the Board determines to be in the best interests of WeWork and its stockholders, and will help to ensure that the Board remains in the best position to discharge its fiduciary duties. Under the Tax Asset Preservation Plan, rights will initially be transferable only with the underlying shares of WeWork's Class A common stock and Class C common stock. The rights will generally become exercisable only if a person (or any persons acting as a group) acquires 4.9% or more of WeWork's outstanding Class A common stock. If the rights become exercisable, all holders of rights (other than any triggering person) will be entitled to acquire shares of Class A common stock (or in the case of holders of Class C common stock, shares of Class C common stock) at a 50% discount or WeWork may exchange each right held by holders of Class A common stock for one share of Class A common stock (and in the case of holders of Class C common stock, each right would be exchanged for one share of Class C common stock). All holders of partnership units in The We Company Management Holdings L.P. (other than any triggering person) will be treated equitably vis-a-vis the holders of the Class A common stock if the rights become exercisable. Under the Tax Asset Preservation Plan, any person that currently owns 4.9% or more of WeWork's Class A common stock may continue to own its shares of Class A common stock but may not acquire any additional shares of Class A common stock without triggering the Tax Asset Preservation Plan. Also under the Tax Asset Preservation Plan, partnership units in The We Company Management Holdings L.P. and shares of WeWork's Class C common stock are not treated as "beneficially owned" when determining whether a person owns 4.9% or more of WeWork's Class A common stock. Therefore, the exchange of any partnership units (and the corresponding shares of WeWork's Class C common stock) into shares of WeWork's Class A common stock would trigger the Tax Asset Preservation Plan to the extent the Class A common stock received upon exchange (i) increases the ownership of a 4.9% or greater holder of WeWork's Class A common stock by even one additional share or (ii) increases the ownership of a holder of WeWork's Class A common stock to 4.9% or greater of the outstanding shares of WeWork's Class A common stock. The Board has the discretion to exempt any person or group as well as any transaction from the provisions of the Tax Asset Preservation Plan. The Tax Asset Preservation Plan took effect on April 7, 2023 and is scheduled to continue in effect until April 6, 2024, unless terminated earlier in accordance with its terms. About WeWork New York, NY-based WeWork Inc. (NYSE: WE) -- wework.com -- is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022. WeWork reported a net loss of $2.29 billion for the year ended Dec. 31, 2022, a net loss of $4.63 billion for the year ended Dec. 31, 2021, a net loss of $3.83 billion in 2020, and a net loss of $3.77 billion in 2019. As of Dec. 31, 2022, the Company had $17.86 billion in total assets, $21.31 billion in total liabilities, and a total deficit of $3.43 billion. The Company has been executing a strategic plan to transform its business over the last three years. The Company said it will continue to execute its operational restructuring program in 2023 and take additional actions to further this strategic plan which to date has included robust expense management efforts, material real estate portfolio optimization and the exit of non-core businesses, contributing to an improvement in its net loss from operations of $4.3 billion for the year ended Dec. 31, 2020 to $1.6 billion for the year ended Dec. 31, 2022. WEWORK INC: Unit Issues $50M Senior Notes Due 2025 to SoftBank -------------------------------------------------------------- WeWork Companies LLC (the "Issuer") and wholly-owned subsidiary of WeWork Inc., WW Co-Obligor Inc., a wholly-owned subsidiary of the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, entered into a supplemental indenture to the Base Indenture pursuant to which the Issuers issued $50 million in aggregate principal amount of Senior Secured Notes due 2025. The Additional Secured Notes were sold to SoftBank Vision Fund II-2 L.P., a limited partnership established in Jersey and affiliate of SoftBank Group Corp., a Japanese joint-stock company, pursuant to that certain Amended and Restated Master Senior Secured Notes Note Purchase Agreement, dated as of Oct. 20, 2021, by and among the Issuers and SVF II. The Issuers intend to use the proceeds from the issuance and sale of the Additional Secured Notes for general corporate purposes. The Additional Secured Notes were issued as "Additional Notes" as defined in and pursuant to that certain Senior Secured Notes Indenture, dated as of Jan. 3, 2023, by and among the Issuers, the guarantors party thereto, the Trustee and U.S. Bank Trust Company, National Association, as collateral agent. The Additional Secured Notes form part of the same series and have the same terms as the Issuers' outstanding Senior Secured Notes due 2025, which were issued on Jan. 3, 2023 under the Base Indenture in an aggregate principal amount of $250 million. Following the issuance of the Additional Secured Notes, $300 million in aggregate principal amount of Senior Secured Notes due 2025 are outstanding under the Indenture. As previously disclosed, in connection with the consummation of the transactions contemplated by that certain Transaction Support Agreement, dated as of March 17, 2023, by and among the Issuers, the Company, SVF II and certain affiliates thereof and the other parties thereto, the Company intends to rollover $300 million in aggregate principal amount of Senior Secured Notes due 2025 held by SVF II into either, at the Company's option, (i) up to $300 million in aggregate principal amount of newly issued first lien notes or (ii) a commitment from SVF II to purchase, at the Company's option, in full or in part, and from time to time, up to $300 million in aggregate principal amount of newly issued first lien notes pursuant to a new note purchase agreement, subject to the repayment in full of all of the outstanding Senior Secured Notes due 2025 sold pursuant to the Secured NPA. The Additional Secured Notes and related guarantees have not been registered under the Securities Act of 1933, as amended, and were issued and sold in reliance on the exemption provided in Section 4(a)(2) of the Securities Act. About WeWork New York, NY-based WeWork Inc. (NYSE: WE) -- wework.com -- is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022. WeWork reported a net loss of $2.29 billion for the year ended Dec. 31, 2022, a net loss of $4.63 billion for the year ended Dec. 31, 2021, a net loss of $3.83 billion in 2020, and a net loss of $3.77 billion in 2019. As of Dec. 31, 2022, the Company had $17.86 billion in total assets, $21.31 billion in total liabilities, and a total deficit of $3.43 billion. The Company has been executing a strategic plan to transform its business over the last three years. The Company said it will continue to execute its operational restructuring program in 2023 and take additional actions to further this strategic plan which to date has included robust expense management efforts, material real estate portfolio optimization and the exit of non-core businesses, contributing to an improvement in its net loss from operations of $4.3 billion for the year ended Dec. 31, 2020 to $1.6 billion for the year ended Dec. 31, 2022. WICKAPOGUE 1: Seeks to Hire Offit Kurman as Bankruptcy Counsel -------------------------------------------------------------- Wickapogue 1, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Offit Kurman, P.A. as its legal counsel. The firm's services include: a. advising the Debtor with respect to its powers and duties in the management of its estate; b. assisting in any amendments of schedules and other financial disclosures and in the preparation, review or amendment of a disclosure statement and plan of reorganization; c. negotiating, drafting, and pursuing all documentation necessary in the Debtor's Chapter 11 case, including, without limitation, any debtor-in-possession financing arrangements and the disposition of assets by sale or otherwise; d. preparing legal papers; e. appearing in court; f. taking all necessary actions to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor in negotiations concerning litigation in which it is involved, including objections to claims filed against the estate; and g. other legal services that may be necessary and proper for an effective reorganization of the Debtor. The firm will charge these hourly fees: Jason Nagi $605 Joyce Kuhns $585 Albena Petrakov $560 Associates $350 - $430 Paraprofessionals $165 - $195 In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received an initial retainer in the amount of $50,000. Jason Nagi, Esq., a partner at Offit Kurman, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Offit Kurman can be reached at: Jason Nagi, Esq. Offit Kurman, P.A. 590 Madison Avenue, 6th Floor New York, NY 10016 Tel: (929) 476-0041 Fax: (212) 545-1656 Email: Jason.Nagi@offitkurman.com About Wickapogue 1 Wickapogue 1, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-71048) on March 28, 2023, with $10 million to $50 million in both assets and liabilities. David Goldwasser, chief restructuring officer of Wickapogue 1, signed the petition. Judge Robert E. Grossman oversees the case. Jason A. Nagi, Esq., at Offit Kurman, P.A. represents the Debtor as counsel. [*] Bankruptcy Filings in Colorado Rose 34% in March 2023 --------------------------------------------------------- Christopher Wood of Loveland Reporter-Herald reports that Colorado bankruptcy filings surged 34% in March compared with the same period a year ago, with filings increasing in Larimer, Weld and Boulder counties. That’s according to a BizWest analysis of U.S. Bankruptcy Court data. Numbers cited include all new filings, including open, closed and dismissed cases. Colorado recorded 596 bankruptcy filings in March, compared with 446 in March 2022. Colorado recorded 383 bankruptcy filings in February. Year-to-date filings increased 20.3% statewide, to 1,322 from 1,099 through March 2022. Individual bankruptcies increased 21.4% year-to-date, while business filings decreased 28%. Among counties in Northern Colorado and the Boulder Valley: * Larimer County filings totaled 41 in March, compared with 29 a year ago, an increase of 41%. Year-to-date filings total 89, up 41% from 63 a year ago. Larimer County recorded 32 bankruptcy filings in February 2023. * Weld County bankruptcy filings totaled 65 in March, up from 42 recorded a year ago, an increase of 55%. Year-to-date filings total 118, up 32.6% from 89 through March 2022. Weld County recorded 29 bankruptcy filings in February 2023. March bankruptcy filings included Hallmark Mfg. Inc., based in Fort Lupton. The company filed for Chapter 11 bankruptcy protection March 9, listing assets and liabilities of less than $50,000. * Boulder County recorded 23 bankruptcy filings in March, up from 19 in March 2022, a 21% increase. The county has recorded 52 filings year-to-date, up from 43 a year ago, an increase of almost 21%. Boulder County recorded 15 filings in February. * Broomfield recorded four bankruptcy filings in March, down from six in March 2022, a decrease of 33%. Year-to-date filings total eight, down from 15 in 2022, a 46.7% decrease. Broomfield recorded three filings in February. [*] David Botter Joins Cleary Gottlieb's Restructuring Practice --------------------------------------------------------------- Cleary Gottlieb has welcomed David Botter as a partner in its New York office, focusing on restructuring. "I am thrilled to welcome David to the firm," said Cleary Managing Partner Michael Gerstenzang. "In the current economic environment, clients can continue to rely on our lawyers to provide clear advice on the legal and commercial landscape for highly complex, often multijurisdictional, restructurings. David is joining our stellar global restructuring and capital solutions practice, which focuses on providing thoughtful and actionable strategic advice at the highest level." Mr. Botter has over three decades of experience advising on large, complex restructuring cases, both in and out of court, across a broad range of industries and jurisdictions. He also assists financial investors in providing solutions to complex capital structure challenges. "David is well known in the market for his representation of financial investors and ad hoc bondholder groups, as part of a broad creditor-side practice," said Michael Gerstenzang. "His experience complements the recent arrival of Solomon Noh and Alastair Goldrein to our London office." "We have a very strong global restructuring practice, with a leading U.S. domestic restructuring practice and an unrivaled position in cross border restructurings," said Richard Cooper, leader of Cleary's global restructuring and capital solutions practice. "We achieve outstanding results for our clients, in highly complex situations, often employing outside-the-box thinking and creative solutions. David's experience is going to help us continue to deliver this caliber of results for our clients." "The experience, reputation, and sophistication of Cleary's bankruptcy and restructuring assignments speak for themselves," David said. "Cleary advises on major domestic and international restructuring matters that cross legal and geographical borders. The firm has an elite reputation and a stellar group of lawyers in its corporate, private equity, financial services and litigation practices and I am very excited to be working with my new restructuring and other colleagues. I have known and worked with many of them for years, and I am very excited to grow the practice and to achieve outstanding results for our clients." Prior to joining Cleary, Mr. Botter was a partner at another major global law firm. David received his J.D. from Boston University School of Law and his B.A. from Syracuse University. [*] Q1 Corporate Bankruptcy Tally Highest Since 2010 ---------------------------------------------------- Chris Hudgins of S&P Global reports that U.S. corporate bankruptcy filings spiked in March 2023, pushing the first-quarter tally to the highest level for the first three months of the year since 2010. S&P Global Market Intelligence recorded 71 corporate bankruptcy petitions in March, the fourth straight month of increases and the highest monthly total since July 2020. The recent filings brought the year-to-date total to 183 as of March 31, 2023, more than any comparable period in the past 12 years. Prominent filings The most noteworthy filing of the month came from the banking sector, with SVB Financial Group filing for Chapter 11 bankruptcy on March 17, 2023. The largest unsecured claims in the filing came as $3.30 billion worth of senior notes, with U.S. Bank NA listed as the trustee on each. The downfall of the firm's banking subsidiary, Silicon Valley Bank, marked the second-largest bank failure in US history. The collapse of Silicon Valley Bank was one of several major bank failures in the month, placing heightened scrutiny on the sector. On March 8, La Jolla, Calif.-based Silvergate Capital Corp. announced its plan to liquidate banking subsidiary Silvergate Bank. Just days later, on March 12, the New York Department of Financial Services took control of New York-based Signature Bank. Another prominent filing during the month came March 14 with Sinclair Broadcast Group Inc.'s regional sports business, Diamond Sports Group LLC, filing a voluntary petition for reorganization under Chapter 11. The filing listed both its assets and liabilities in the range of $1 billion to $10 billion. Five bankruptcy filings year to date listed liabilities in excess of $1 billion. In addition to SVB Financial Group and Diamond Sports Group in March, other large filings year to date included Avaya Inc., Serta Simmons Bedding LLC and Party City Holdco Inc. Consumer discretionary leads filings While the consumer discretionary sector still accounts for the highest number of bankruptcy filings year to date, the financials sector experienced a windfall of filings in March and is now tied for second place with the healthcare sector's 14 filings. [^] BOOK REVIEW: Dangerous Dreamers ----------------------------------- The Financial Innovators from Charles Merrill to Michael Milken Author: Robert Sobel Publisher: Beard Books Softcover: 271 pages List Price: $34.95 Order your own personal copy at http://www.beardbooks.com/beardbooks/dangerous_dreamers.html "For the rest of his life, Milken will be accused of crimes for which he was not charged and to which he did not plead guilty." Milken is -- as anyone familiar with junk bonds and the scandals surrounding them in the 1980s knows -- Michael Milken of the Drexel Burnham banking and investment firm. In this book, noted business writer Robert Sobel analyzes the Milken criminal case and the many other phenomena of the period that lay the basis for the modern-day financial industry. However, the author's perspective is broader than the sensationalistic excesses and purported crimes of Milken and his like. Sobel is interested in the individuals and businesses that introduced and developed financial concepts, vehicles, and transactions that increased the wealth of millions of average persons. Sobel's examination of the byplay between financial chicanery and economic revitalization extends back to the Gilded Age of the latter 1800s and early 1900s. This was a time when Jim Fisk, Jay Gould, and others were making fortunes through skulduggery and manipulation of the financial markets, while Cornelius Vanderbilt and others were building the "world's finest railroad system." Later, in the "Junk Decade of the 1980s," as Ivan Boesky and others were reaping fortunes from "dubious" transactions, financial firms such as Forstmann Little and Kohlberg Kravis Roberts "played major positive roles in the largest restructuring of American industry since the turn of the century." While Sobel does not try to defend the excesses and illegalities of individuals and companies, he basically sees the Milkens of the world as "vehicles through which the phenomena of junk finance and leveraged buyouts played themselves out." This was the "Conglomerate Era." Mergers and acquisitions were at the center of financial and economic activity, and CEOs at major corporations were in competition to grow their corporations. Milken, Boesky, and others provided the means for this end. However, it is important to note that they did not originate the mergers and acquisition phenomenon. At first, Milken et al. were much appreciated by major corporations and the financial industry. However, when mergers and acquisition excesses began to bear sour fruit, Milken and his company Drexel Burnham took the brunt of public indignation. The government's search for villains then began. Sobel examines the ripple effects of financial innovators who became financial pariahs. Milken's journey, for example, cannot be unraveled from that of a company such as Beatrice. Starting in 1960, the food company Beatrice started making large-scale acquisitions. CEO Williams Karnes, who "ran a tight, lean ship, with a small office staff," was succeeded by corporate heads who brought in corporate jets and limousines, greatly increased staff, and moved into regal office space. James Dutt of Beatrice is singled out as symptomatic of the heedless mindset that crept into corporate America in the 1980s. Sobol's tale of the complexities and ambivalence of this transitional period is bolstered by memorable portraits of key players and companies. In so doing, he demonstrates once more why he has long been recognized as one of the country's most important business writers. About the Author Robert Sobel was born in 1931 and died in 1999. He was a prolific historian of American business life, writing or editing more than 50 books and hundreds of articles and corporate profiles. He was a professor of business at Hofstra University for 43 years and held a Ph.D. from New York University. Besides producing books, articles, book reviews, scripts for television and audiotapes, he was a weekly columnist for Newsday from 1972 to 1988. At the time of his death he was a contributing editor to Barron's Magazine. ********* 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 ***