/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230428.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 28, 2023, Vol. 27, No. 117 Headlines 1207N PRIVE: Case Summary & Six Unsecured Creditors 379 UNION STREET: Seeks to Hire Madoff & Khoury as Legal Counsel 450 S. WESTERN: 9th Cir. Vacates BAP's Order, Remands Philmont Case AAD CAPITAL: Affiliate Has Deal to Extend Cash Collateral Access ADVISOR GROUP: Moody's Hikes CFR to B2 & Alters Outlook to Stable AIG FINANCIAL: Seeks to Extend Plan Exclusivity to July 12 ALIXPARTNERS LLP: S&P Alters Outlook to Stable, Affirms 'B+' ICR ALLEGIANCE COAL: Comm. Taps Dundon Advisers as Financial Advisor ALTOSGROUPS LLC: U.S. Trustee Unable to Appoint Committee AMERIMARK INTERACTIVE: U.S. Trustee Appoints Creditors' Committee ARCHDIOCESE OF NEW ORLEANS: Judge Guidry's Donations Cloud Rulings ARIEL LLC: Case Summary & Five Unsecured Creditors ASLM GAS: Files Emergency Bid to Use Cash Collateral ATHEN'S INC: Case Summary & 14 Unsecured Creditors ATLAS INTERMEDIATE: Moody's Withdraws 'B3' CFR on Debt Repayment AUTO MONEY NORTH: Taps Womble Bond Dickinson as Special Counsel AVIS BUDGET: Notes Amendments No Impact on Moody's 'Ba3' Rating AZURE DEVELOPMENT: May 31 Plan & Disclosure Hearing Set BANYAN CAY: Auctions Prime West Resort as It Starts Chapter 11 BED BATH & BEYOND: Gets Nasdaq Delisting; Cancels Shareholders Meet BIG DADDY GUNS: U.S. Trustee Unable to Appoint Committee BROADSTREET PARTNERS: Moody's Cuts Rating on Secured Loans to 'B2' BROWN BIDCO: Moody's Lowers CFR to B2, Outlook Remains Stable BUCKEYE PARTNERS: S&P Downgrades ICR to 'BB-', Outlook Stable CALLON PETROLEUM: S&P Upgrades ICR to 'B+', Outlook Stable CBL & ASSOCIATES: Reaches $17.5-Million Investor Settlement CHESTNUT RIDGE: Court OKs Access to Cash Collateral CORNERSTONE ONSITE: Taps Martin Disiere as Litigation Counsel COVE RUN CONTRACTING: Deadline for Amended Plan Extended to May 9 CRAFTSMAN ROOFING: Seeks to Hire Sasser Law Firm as Counsel DEAN DAIRY: Stone Lawsuit Remanded to Jefferson Circuit Court DETROIT, MI: S&P Raises Unlimited-Tax GO Long-Term Rating to 'BB+' DIAMOND SPORTS: Ordered to Pay 4 MLB Teams 50% in Bankruptcy DIVINE INTERVENTION: Limited Interests Up for Sale May 22 DOYLESTOWN HOSPITAL: S&P Affirms 'CCC' Bond Rating, Outlook Dev. E-BOX LLC: Unsecureds to Get Meaningful Distributions in Plan EARTHSTONE ENERGY: S&P Alters Outlook to Pos., Affirms 'B' ICR ECSEM CORP: Unsecured Creditors to Get 5% in Plan ENDO INTERNATIONAL: Gets Court's Okay to Sell All Assets ENDO INTERNATIONAL: July 7, 2023 Claims Filing Deadline Set FARWAY MARINA: Voluntary Chapter 11 Case Summary FORREST CONCRETE: Seeks Cash Collateral Access FRANKLIN SOUTHERN: Case Summary & 20 Largest Unsecured Creditors FREE SPEECH: Creditors Question Jones' Revised Disclosures GENEVER HOLDINGS: Trustee Taps Engineering Operations as Consultant GEORGE WASHINGTON: Denial of Tutor Perini's Priority Claim Affirmed HALL AT THE YARD: Unsecureds to Get Share of Income for 5 Years HALL CATTLE: Bid to Use Cash Collateral Denied HARRIS ENERGY: Seeks Court Approval to Hire Mediator HERMANOS GONZALES: Court Bars Cash Collateral Access HERON DEVELOPMENT: Bunn Questions Treatment of Notes HERON DEVELOPMENT: US Trustee Says Disclosures Inadequate INLAND BOAT: Amends SBA Secured Claim Pay Details ISABEL ENTERPRISES: Association Balks at Plan Treatment ISAGENIX WORLDWIDE: S&P Withdraws 'D' ICR on Distressed Exchange JERK TACO: Unsecured Creditors Will Get 20% of Claims in Plan JET OILFIELD: Seeks Continued Cash Collateral Access JNJ HOME: Files Emergency Bid to Use Cash Collateral KAISER ALUMINUM: Moody's Lowers CFR to B1 & Unsecured Notes to B2 KJMN PROPERTIES: Taps Michele Samples of eXp as Real Estate Agent LAKE DISTRICT: Seeks to Hire Glankler Brown as Legal Counsel LAURA'S ORIGINAL: Court OKs Cash Collateral Access Thru May 19 LAWRENCE GENERAL HOSPITAL: S&P Affirms 'B-' Long-Term Bond Rating LECLAIRRYAN PLLC: Trustee Gets Court Approval for Ex-Client Deal M.A.R. DESIGNS: Disposable Income & Property Sale to Fund Plan MALLINCKRODT PLC: Trust Can't be Used to Pay Opioid MDL Attorneys MARCH ON HOSPITALITY: Unsecureds to Get Full Payment in Plan MERMAID BIDCO: Moody's Affirms 'B2' CFR, Outlook Remains Stable MILLER'S QUALITY MEATS: Seeks Approval to Hire Bonus Accounting LLC MISSISSIPPI CENTER: Files Emergency Bid to Use Cash Collateral MOUNTAIN EXPRESS: Seeks to Hire Raymond James as Investment Banker MOUNTAIN EXPRESS: Taps Michael Healy of FTI as CRO MOUNTAIN EXPRESS: Taps Pachulski as Bankruptcy Counsel MRC GLOBAL: Moody's Rates New $300MM Senior Secured Term Loan 'B3' NEW ORLEANS CREMATION: Unsecureds to Get 100 Cents on Dollar O.R. DEAN CONSTRUCTION: U.S. Trustee Unable to Appoint Committee PACIFICCO INC: Seeks to Hire Weil Gotshal as Bankruptcy Counsel PACIFICCO INC: Taps Kurtzman Carson as Administrative Advisor PENN TREATY: TCM Credit to Hold Auction of LLC Interests PHOENIX BUILDING: Seeks to Hire Madoff & Khoury as Legal Counsel PLYWEALTH INVESTMENT: Voluntary Chapter 11 Case Summary PREMIER CAJUN: Employment Claims in Perryman Lawsuit Dismissed PROFESSIONAL CHARTER: Case Summary & 20 Top Unsecured Creditors REVLON INC: Lines Up $325M Financing Ahead of Chapter 11 Exit SAM'S PLACE: Seeks Cash Collateral Access SCHNELL MEDICAL: Continued Operations to Fund Plan SEAGATE TECHNOLOGY: S&P Downgrades ICR to 'BB', Outlook Stable SIX FLAGS: Moody's Rates New Sr. Notes Due 2031 'B3' SIX FLAGS: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable SKILLZ INC: Moody's Cuts CFR to Caa2 & Alters Outlook to Negative SORRENTO THERAPEUTICS: Taps Tran Singh as Conflicts Counsel SOUTH AMERICAN: Debtor, Creditors Propose Liquidating Plan SOUTHERN HERITAGE: Seeks to Hire Bush Law Firm as Legal Counsel STANADYNE LLC: Deadline to File Claims Set for May 17 SURGICARE SURGICAL: Case Summary & 20 Largest Unsecured Creditors SVB FINANCIAL: Two Top Execs Resign A Month After Collapse TOP LINE GRANITE: Unsecureds to Get Share of Remaining Fund TRIDENT TPI: Moody's Assigns B2 Rating to First Lien Term Loan TRITEK INTERNATIONAL: Case Summary & 30 Top Unsecured Creditors UBO-TECHNOLOGIES LLC: Taps Van Horn Law Group as Bankruptcy Counsel VOYAGER DIGITAL: Binance Backs Out of $1.3-Bil. Deal VRC LLC: Case Summary & 16 Unsecured Creditors WESTBANK HOLDINGS: Fannie Mae File Amended Plan WESTBANK HOLDINGS: Joshua Bruno Plan Okayed for Voting WHITTAKER CLARK: Case Summary & 20 Largest Unsecured Creditors WORLEY CHIROPRACTIC: May 16 Hearing on Disclosure Statement ZIPRECRUITER INC: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable [] BOOK REVIEW: Transnational Mergers and Acquisitions ********* 1207N PRIVE: Case Summary & Six Unsecured Creditors --------------------------------------------------- Debtor: 1207N Prive Investments, LLC 11251 NW 20th Street Unit 121 Miami, FL 33172 Chapter 11 Petition Date: April 27, 2023 Court: United States Bankruptcy Court Southern District of Florida Case No.: 23-13239 Judge: Hon. Laurel M. Isicoff Debtor's Counsel: Richard Robles, Esq. LAW OFFICES OF RICHARD R. ROBLES, P.A. 905 Brickell Bay Drive Suite 228 Miami, FL 33131 Tel: 305-755-9200 Email: rrobles@roblespa.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Semmin Safi Nasser as manager. 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/JY6BGMQ/1207N_Prive_Investments_LLC__flsbke-23-13239__0001.0.pdf?mcid=tGE4TAMA 379 UNION STREET: Seeks to Hire Madoff & Khoury as Legal Counsel ---------------------------------------------------------------- 379 Union Street, LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Madoff & Khoury, LLP to handle its Chapter 11 case. The hourly rates of the firm's attorneys and staff are as follows: Partners $415 Associates $315 Paralegals $160 Administrative Staff $160 Madoff & Khoury received a retainer in the amount of $11,738, of which $3,000 was used to pay for the firm's pre-bankruptcy services. David Madoff, Esq., a partner at Madoff & Khoury, 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 B. Madoff, Esq. Madoff & Khoury, LLP 124 Washington Street, Suite 202 Foxborough, MA 02035 Telephone: (508) 543-0040 Facsimile: (508) 543-0020 Email: alston@mandkllp.com About 379 Union Street 379 Union Street, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-10580) on April 14, 2023, with $500,001 to $1 million in both assets and liabilities. David B. Madoff, Esq., at Madoff & Khoury, LLP represents the Debtor as counsel. 450 S. WESTERN: 9th Cir. Vacates BAP's Order, Remands Philmont Case ------------------------------------------------------------------- In the appealed case captioned as In re 450 S. WESTERN AVE., LLC, Debtor, PHILMONT MANAGEMENT, INC., Appellant, v. 450 S. WESTERN AVE., LLC, Appellee, Case No. 21-1116, (9th Cir.), the U.S. Court of Appeals for the Ninth Circuit vacates the judgment of the Bankruptcy Appellate Panel affirming a bankruptcy court order dismissing Philmont Management, Inc.'s adversary complaint and remands this adversary proceeding to the bankruptcy court. Philmont Management, Inc. has filed an adversary complaint seeking a determination of the validity, priority, or extent of Philmont's mechanic's lien on real property of the Debtor 450 S. Western Ave., LLC, located in Los Angeles, California. The bankruptcy court first based its dismissal order on the conclusion that Philmont's mechanic's lien was invalid because it was not recorded within 90 days of completion of the work, as California Civil Code Section 8412 requires, and that Philmont failed to sufficiently allege facts to support its theory that the Debtor was equitably estopped from challenging the timeliness of Philmont's lien. But the Ninth Circuit finds that Philmont's complaint has pleaded a plausible equitable estoppel theory that excused it from timely re-recording its mechanic's lien within 90 days of the completion of the work. Thus, the bankruptcy court was required to accept the factual allegations in Philmont's complaint as true and construe them in the light most favorable to Philmont as the nonmoving party. The second basis for the bankruptcy court's dismissal order was that, even if Philmont could allege sufficient facts to support a reasonable inference of equitable estoppel, Philmont's failure to allege that it timely recorded a notice of perfection under Section 546(b) of the Bankruptcy Code required dismissal. The Ninth Circuit finds and concludes that the bankruptcy court erred in holding that Philmont's mechanic's lien was unenforceable and dismissing its adversary complaint with prejudice because under 11 U.S.C. Section 546(b)(2) of the Bankruptcy Code, Philmont was not required to give notice of perfection. In addition, the bankruptcy court held that, in combination, Section 8460(a) of the California Civil Code and Section 546(b)(2) of the Bankruptcy Code required that Philmont give notice within 90 days (that is, by March 18, 2020), and because Philmont did not give notice until April 29, 2020, its Dec. 19, 2019 mechanic's lien expired and is unenforceable under Section 8460(a). The Ninth Circuit holds that the notice provision of Section 546(b)(2) of the California Civil Code does not apply because the foreclosure action that Section 8460(a) requires is one of lien enforcement -- not of perfection or maintenance or continuation of perfection. Accordingly, the Court vacates BAP's judgment and remands with instructions to the BAP to remand this adversary proceeding to the bankruptcy court for further proceedings consistent with the Memorandum. A full-text copy of the Memorandum dated April 10, 2023, is available https://tinyurl.com/vtesjh4b from Leagle.com. About 450 S. Western 450 S. Western Ave., LLC, is the owner and operator of a three-story, 80,316 sq. ft. shopping center -- commonly known as California Marketplace -- located at the intersection of South Western Avenue and 5th Street in the heart of Koreatown. The shopping center has been a staple in the Los Angeles Korean community and is home to 28 thriving and popular stores, restaurants, and retail shops. 450 S. Western sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-10264) on Jan. 10, 2020. At the time of the filing, the Debtor disclosed assets of between $50 million and $100 million and liabilities of the same range. The Debtor is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Judge Ernest M. Robles oversees the case. The Debtor has tapped Arent Fox, LLP as legal counsel; the Law Offices of Daniel M. Shapiro, as special litigation counsel; and Wilshire Partners of CA, LLC as financial advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Debtor's case on Feb. 4, 2020. The committee is represented by Lewis Brisbois Bisgaard & Smith, LLP. AAD CAPITAL: Affiliate Has Deal to Extend Cash Collateral Access ---------------------------------------------------------------- Market Street Shreveport LLC, a subsidiary of AAD Capital Partners, LLC, asks the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, for authority to continue using cash collateral on a final basis in accordance with its agreement with Arena Limited SPV LLC. Immediately following the filing of its chapter 11 petition, the Debtor requested that Arena Limited consider a consensual stipulation that would permit the Debtor to use Arena's alleged cash collateral to, inter alia, fund the upkeep of the Standard Lofts. On November 28, 2022, the Stipulated Order became a final order. The Stipulated Order authorized the Debtor to use cash collateral through a "Termination Date" of January 31, 2023. Pursuant to the Stipulated Order, the Termination Date may be reasonably extended by agreement of the Debtor and Arena. On January 5, 2023, the Debtor and Arena executed a written Stipulation to extend the Termination Date from January 31 through and including February 24, 2023. On April 7, the Debtor and Arena executed a Fourth Stipulation to extend the Termination Date under the Stipulated Order from March 21 to September 30. Except as set forth in the Fourth Stipulation, the Stipulated Order will remain in effect according to its terms. A copy of the Debtor's request is available at https://bit.ly/3LazOzl from PacerMonitor.com. About AAD Capital Partners AAD Capital Partners LLC, doing business as Peachtree Battle Business Services, is a domestic limited liability company. AAD Capital Partners LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-58223) on Oct. 12, 2022. In the petition filed by Edward Chen, as managing member and owner, the Debtor reported assets and liabilities between $10 million and $50 million. The Debtor is represented by Ashley Reynolds Ray of Scroggins & Williamson, P.C. Arena Limited SPV, LLC, as secured creditor, is represented by Eric W. Anderson, Esq. at Parker Hudson Rainer & Dobbs, LLP and R. Joseph Naus, Esq. at Wiener, Weiss & Madison, a Professional Corporation. ADVISOR GROUP: Moody's Hikes CFR to B2 & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service has upgraded Advisor Group Holdings, Inc.'s corporate family rating to B2 from B3, its senior secured bank credit facility rating to B1 from B2, its senior secured rating to B1 from B2 and its senior unsecured rating to Caa1 from Caa2. Moody's has changed Advisor Group's outlook to stable from positive. RATINGS RATIONALE The ratings upgrade reflects Advisor Group's strong scale and improving profitability and debt leverage. Moody's said Advisor Group is well positioned to continue to benefit from higher interest rates, with the Federal Reserve having raised in a series of increments its target federal funds rate to a range of 4.75%-5.00% from 0.00%-0.25% at the beginning of 2022. Moody's expects Advisor Group to continue implementing a prudent strategy of increasing the portion of client cash swept into fixed rate accounts and utilizing interest rate hedges to preserve the benefits of higher interest rates. Moody's said that the higher interest rate environment will significantly boost Advisor Group's interest revenue and profitability in 2023. Interest rate-driven incremental revenue generally has little associated incremental expense because of the low rate-sensitivity of client cash balances. The profitability benefit achieved from this will more than offset lower advisory and commission fees, should there be moderate decline in the level of broad equities and financial markets. Advisor Group's Moody's-adjusted trailing-12-months' debt/EBITDA ratio was around 7.2x at December 31, 2022, similar to 7.0x at December 31, 2021 despite a significant increase in debt in 2022 to fund its acquisitions of Infinex Financial Holdings, Inc. ("Infinex") and American Portfolios Holdings, Inc. ("APH"). Moody's said that the higher interest rate environment and Advisor Group's increasing scale will allow for further improvements in its leverage profile. Moody's expects Advisor Group's leverage ratio will improve to around 5x at the end of 2023 absent any further increases in debt. The B1 ratings assigned to Advisor Group's senior secured notes, first lien senior secured term loan and revolving credit facility reflect their priority ranking and size in its capital structure. The Caa1 rating on Advisor Group's senior unsecured notes reflects the notes' secondary ranking and size in its capital structure. Advisor Group's stable outlook reflects Moody's expectation that the higher interest rate environment will support profitability and enable deleveraging over the next twelve to eighteen months. The stable outlook also reflects Moody's expectations that the Infinex and APH acquisitions will not pose an outsized operational burden during integration, and that Advisor Group's financial policies with respect to debt leverage will remain unchanged. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Advisor Group's ratings could be upgraded if the company were to sustainably improve to below 4.5x its Moody's-adjusted debt/EBITDA leverage ratio. A significant expansion of existing business activities that generate a sustainable diversification and improvement in profitability with less sensitivity to macroeconomic factors could also lead to an upgrade. Moody's said the ratings could be downgraded should Advisor Group suffer a significant deterioration in liquidity that would weaken its ability to sustain its competitive positioning, especially in recruiting and retaining advisors. A sustained deterioration to above 6.5x in the firm's Moody's-adjusted debt/EBITDA leverage ratio could also lead to a downgrade. The ratings could also be downgraded if Advisor Group does not adequately preserve and maintain the benefits of higher interest rates. A significant deterioration in franchise value from legal, regulatory, compliance or other issues that would reduce revenue, increase costs or damage relations with advisors could also lead to a downgrade. The principal methodology used in these ratings was Securities Industry Service Providers Methodology published in November 2019. AIG FINANCIAL: Seeks to Extend Plan Exclusivity to July 12 ---------------------------------------------------------- AIG Financial Products Corp. asks the U.S. Bankruptcy Court to extend the exclusive periods within which it may file a Chapter 11 plan and solicit acceptances thereof to July 12, 2023 and September 10, 2023, respectively. The Debtor explained that while it has already formulated and filed its plan, it has yet to commence solicitation of votes on the plan solely due to the fact that the former executives requested that the Court first rule on a Motion to Dismiss before considering the Debtor's motion for approval of the disclosure statement. The Debtor further stated that in the event that the Court denies the Motion to Dismiss, it intends to promptly move forward with the approval of the disclosure statement and confirmation of the plan. The Debtor’s initial exclusive filing period expires on April 13, 2023, while its exclusive solicitation period expires on June 12, 2023. AIG Financial Products Corp. is represented by: Michael R. Nestor, Esq. Kara Hammond Coyle, Esq. Shane M. Reil, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Email: mnestor@ycst.com kcoyle@ycst.com sreil@ycst.com - and - George A. Davis, Esq. Keith A. Simon, Esq. David Hammerman, Esq. Annemarie V. Reilly, Esq. Madeleine C. Parish, Esq. LATHAM & WATKINS LLP 1271 Avenue of the Americas New York, NY 10020 Tel: (212) 906-1200 Email: george.davis@lw.com keith.simon@lw.com david.hammerman@lw.com annemarie.reilly@lw.com madeleine.parish@lw.com About AIG Financial Products Corp. AIG Financial Products Corp. is a wholly- owned, direct subsidiary of American International Group, Inc. It is a Delaware corporation founded in 1987 and based in Wilton, Conn., is a financial products company. It was founded for the purpose of trading in the capital markets and offering corporate finance, structured finance, and financial risk management products, including complex derivatives transactions. AIG Financial Products filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-11309) on Dec. 14, 2022, with $100 million to $500 million in assets and $10 billion to $50 billion liabilities. Judge Mary F. Walrath oversees the case. The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Latham & Watkins, LLP as bankruptcy counsels; Debevoise & Plimpton, LLP as special litigation counsel; and Alvarez & Marsal North America, LLC as financial advisor. William C. Kosturos, managing director at Alvarez & Marsal, serves as the Debtor's chief restructuring officer. Epiq Corporate Restructuring, LLC is the claims and noticing agent. ALIXPARTNERS LLP: S&P Alters Outlook to Stable, Affirms 'B+' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on U.S.-based global business and financial advisory services provider AlixPartners LLP to stable from negative and affirmed all ratings, including the 'B+' issuer credit rating. The stable outlook reflects S&P's expectation that AlixPartners will continue to experience around 10% revenue and EBITDA growth due to strong demand for the company's services, which will reduce leverage to under 6x over the next 12 months. The outlook revision reflects S&P's view that strong growth in revenue and EBITDA in 2023 will result in leverage below 6x. S&P said, "We expect increased restructuring services demand, offset by a product mix shift in pro-cyclical services, to drive about 10% reported consolidated revenue growth in fiscal 2023. Although the company's Turnaround and Restructuring Services segment grew slower than other segments in fiscal 2022, we expect restructuring activity from higher leveraged loan default rates to continue its strong momentum from the second half of 2022 and into 2023. We also expect the company's variable cost structure, higher utilization rates, and lower employee compensation costs to increase S&P Global Ratings-adjusted EBITDA by about 10%, such that leverage declines to the high-5x area by the end of 2023 from 6.5x as of Dec. 31, 2022. "We expect AlixPartners to continue to prioritize the use of free cash flow and debt for tuck-in acquisitions and moderate shareholder-rewarding activities." Although AlixPartners generates good annual reported free operating cash flow (FOCF) given its low capital expenditure (capex) requirements, the company has a history of an aggressive financial policy. S&P expects AlixPartners to continue to use its free cash flow to fund distributions for tax payments, tuck-in acquisitions, and special dividends to its financial sponsor such that the company's leverage remains above 5x in the long term. Future dividends may be partially debt-funded as in February 2021. In February 2023, AlixPartners funded the acquisition of THM Partners LLP (THM) with cash and equity. THM Partners is a well-known turnaround and restructuring boutique consulting firm that operates across Europe and Southeast Asia with a presence in London, Frankfurt, and Singapore. Previously, the company acquired MS Galt and Co. in December 2021, a management consulting firm, with a similar payment structure of upfront cash, equity, and deferred compensation over a five-year period. S&P expects the company to continue to partially fund tuck-in acquisitions with deferred compensation payments (which S&P considers to be a debt-like obligation). AlixPartners' consulting service portfolio has been resilient during various economic cycles. S&P said, "We believe AlixPartners' business mix of noncyclical, countercyclical, and procyclical practices provides revenue stability in various types of economic cycles because the business consulting services sector benefits from secular growth. For example, AlixPartners' procyclical offerings from merger and acquisition advisory services, digital, operational improvement services, and growth-oriented consulting services will likely offset revenue pressure from weakened demand for its restructuring services in a growing economy. This business mix contributed to the company's consolidated organic net revenue growing annually in the mid- to high-single-digit-percent range over the last several years, including during economic downturns when there is an uptick in restructuring services. We expect organic revenue growth in 2023 to be in the high-single-digit-percent area due to growth in the company's countercyclical offerings. "The stable outlook reflects our expectation that AlixPartners will experience around 10% revenue and EBITDA growth in 2023 due to strong demand for the company's services, which will reduce leverage to under 6x over the next 12 months. "We could lower the issuer credit rating if we believe the company will sustain leverage above 6x and discretionary cash flow to debt below 2%. This could occur if the demand for services declines, EBITDA margin declines relative to our forecast, or the company pursues additional debt-financed dividends or acquisitions. "We are unlikely to raise the rating over the next 12 months, primarily due to the company's aggressive financial policy and history of debt-funded dividends. An upgrade would require stronger-than-expected operating performance, a more conservative financial policy, and a reduction in leverage to the mid-4x area on a consistent basis." 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 AlixPartners' highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns. ALLEGIANCE COAL: Comm. Taps Dundon Advisers as Financial Advisor ---------------------------------------------------------------- The official committee of unsecured creditors of Allegiance Coal USA Ltd. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Dundon Advisers LLC as its financial advisor. The committee requires a financial advisor to: a. assist in the analysis, review and monitoring of the restructuring or liquidation process, including, but not limited to, an assessment of the unsecured claims pool and potential recoveries for unsecured creditors; b. develop a complete understanding of the Debtors' businesses and their valuations; c. determine whether there are viable alternative paths for the disposition of the Debtors' assets; d. monitor and, to the extent appropriate, assist the Debtors in efforts to develop and solicit transactions which would support unsecured creditor recovery; e. assist the committee in identifying, valuing and pursuing estate causes of action; f. assist the committee in analyzing, classifying and addressing claims against the Debtors, and participate effectively in any effort to estimate (in any formal or informal sense) contingent, unliquidated and disputed claims; g. assist the committee in identifying, preserving, valuing and monetizing tax assets of the Debtors, if any; h. advise the committee in negotiations with the Debtors, certain of the Debtors' lenders and third parties; i. assist the committee in reviewing the Debtors' financial reports, including, but not limited to, statements of financial affairs, schedules of assets and liabilities, cash budgets and monthly operating reports; j. assist the committee in reviewing the Debtors' cost/benefit analysis with respect to the assumption or rejection of various executory contracts and leases; k. review and provide analysis of the present and any subsequent proposed debtor-in-possession financing or use of cash collateral; l. assist the committee in evaluating and analyzing avoidance actions, including fraudulent conveyances and preferential transfers; m. review and provide analysis of any proposed disclosure statement and Chapter 11 plan and, if appropriate, assist the committee in developing an alternative Chapter 11 plan; n. attend meetings and assist in discussions with the committee, the Debtors, the secured lenders, the U.S. Trustee and other parties in interest and professionals; o. participate in meetings of the committee as well as meetings with other key stakeholders and parties; p. provide testimony; and q. perform other necessary financial advisory services. The firm will charge these hourly fees: Principals $850 per hour Managing Directors $760 per hour Directors $650 per hour Associate Director $550 per hour Senior Associates $450 per hour Associates $370 per hour Alejandro Mazier, principal at Dundon Advisers, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Dundon Advisers can be reached through: Alejandro Mazier Dundon Advisers, LLC Ten Bank Street, Suite 1100 White Plains, NY 10606 Telephone: (917) 838-1930 Email: am@dundon.com About Allegiance Coal USA Limited Allegiance Coal USA Limited is a listed Australian company focused on seaborne met coal mine development and operations, with operating mines in southeast Colorado, central Alabama, as well as a development project in northwest British Columbia. Allegiance and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10234) on Feb. 21, 2023. In the petition signed by its chief executive officer, Jonathan Romcke, Allegiance disclosed up to $100 million in assets and up to $50 million in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell, LLP as bankruptcy counsel; and CRS Capstone Partners, LLC as investment banker and financial advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Whiteford Taylor & Preston, LLP. ALTOSGROUPS LLC: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of AltosGroups, LLC, according to court dockets. About Altosgroups LLC AltosGroups, LLC is a direct fund program funding commercial, income producing real estate projects and assets. It is based in Davenport, Fla. AltosGroups sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00048) on Jan. 9, 2023, with total assets of $4,662,769 and total liabilities of $286,973,940. David Ingram, president of AltosGroups, signed the petition. Judge Catherine Peek McEwen oversees the case. The Debtor is represented by Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine, LLP. AMERIMARK INTERACTIVE: 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 cases of AmeriMark Interactive, LLC and its affiliates. The committee members are: 1. Clarus Commerce LLC d/b/a ebbo. Attn: Robert E. Bruenig, Jr. 500 Enterprise Drive, Floor 2 Rocky Hill, CT 06067 Email: bbreunig@ebbo.com 2. Quad/Graphics, Inc. Attn: Juan Mostek N61 W23044 Harry's Way Sussex, WI 53089 Phone: 414-566-2181 Fax: 414-566-9415 Email: jrmostek@quad.com 3. Rich Pacific (H.K.) Limited Attn: Eric Alper 5/F Grand Industrial Bldg. 159-165 WoYi Hop Rd, Kwai Chung, N.T. Hong Kong Phone: 516-924-1204 Email: ealper24@aol.com 4. Iterum BPO Attn: Joseph Fidanque III Miro Batista Ave Jose Agustin Arango Galerias Los pueblos, Panama City Republic of Panama Phone: 786-702-6277 Email: mbatista@iterumbpo.com tecero@fidanque.com 5. Leonard A. Feinberg, Inc. Attn: Saul Epstein David L. Pollack 1824 Byberry Road Bensalem, PA 19020 Phone: 215-639-9300 x 212 610-247-0747 Email: saul@mrnoah.com dlpollack@gmail.com 6. American Shipping Co. Inc. Attn: Marc S. Greenberg 250 Moonachie Road Moonachie, NJ 07074 Phone: 201-478-4600 Fax: 201-478-4709 Email: marc@shipamerican.com 7. Great Time International Corp. Attn: Bill Guo Room 304A, 3/F, BuildingC Shum Yip, U center, #743 ZhouShi Road, Baoan District Shenzhen, China Phone: +86 186 8039 2878 Email: bill@greattime-cn.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 Amerimark Interactive AmeriMark Interactive, LLC is a direct marketer of women's apparel, shoes, name-brand cosmetics, fragrances, jewelry, watches, accessories, and other related products. It is based in Cleveland, Ohio. AmeriMark Interactive and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10438) on April 11, 2023. In the petition signed by its chief restructuring officer, Stuart Noyes, AmeriMark Interactive disclosed up to $50,000 in assets and $100 million to $500 million in liabilities. Judge Thomas M. Horan oversees the cases. The Debtors tapped McDonald Hopkins, LLC and Morris, Nichols, Arsht and Tunnell, LLP as bankruptcy counsels; Riveron Management Services, LLC as restructuring advisor; and Consensus Advisory Services, LLC and Consensus Securities, LLC as investment bankers. Stretto is the notice, claims and balloting agent. ARCHDIOCESE OF NEW ORLEANS: Judge Guidry's Donations Cloud Rulings ------------------------------------------------------------------ A federal judge donated tens of thousands of dollars to New Orleans' Roman Catholic archdiocese and consistently ruled in favor of the church amid a contentious bankruptcy involving nearly 500 clergy sex abuse victims, The Associated Press found, an apparent conflict that could throw the case into disarray. Confronted with AP's findings, which have not been previously reported, U.S. District Judge Greg Guidry abruptly convened attorneys on a call to tell them his charitable giving "has been brought to my attention" and he is now considering recusal from the high-profile bankruptcy he oversees in an appellate role. "Naturally," Guidry told them, "I will take no further action in this case until this question has been resolved." AP's reporting on Guidry and other judges in the New Orleans bankruptcy underscores how tightly woven the church is in the city's power structure, a coziness perhaps best exemplified when executives of the NFL's New Orleans Saints secretly advised the archdiocese on public relations messaging at the height of its clergy abuse crisis. It also comes at a fraught moment when attorneys in the bankruptcy are seeking to unseal a trove of thousands of secret church documents produced by lawsuits and an ongoing FBI investigation of clergy abuse in New Orleans going back decades. Guidry had rebuffed at least one such request to unseal some of the documents. Ethics experts said the 62-year-old Guidry should immediately recuse himself to avoid even the appearance of a conflict, despite the slew of new hearings and appeals it could trigger three years into a complex bankruptcy. "It would create a mess and a cloud of suspicion over every ruling he's made," said Keith Swisher, a professor of legal ethics at the University of Arizona, describing the judge's donations as "more like fire than smoke." AP’s review of campaign-finance records found that Guidry, since being nominated to the federal bench in 2019 by then-President Donald Trump, has given nearly $50,000 to local Catholic charities from leftover contributions he received after serving 10 years as a Louisiana Supreme Court justice. Most of that giving, $36,000 of it, came in the months after the archdiocese sought Chapter 11 bankruptcy protection in May 2020 amid a crush of sexual abuse lawsuits. That included a $12,000 donation to the archdiocese’s Catholic Community Foundation in September 2020 on the same day of a series of filings in the bankruptcy, and a $14,000 donation to the same charity in July of the following year. But Guidry's philanthropy over the years also appears to include private donations. Newsletters issued by Catholic Charities of New Orleans, the charitable arm of the archdiocese, recognized Guidry and his wife among its donors for unspecified contributions, in 2017 listing both the judge and his campaign. The judge previously provided pro bono services and served as a board member for Catholic Charities between 2000 and 2008, a time when the archdiocese was navigating an earlier wave of sex abuse lawsuits. Catholic Charities was involved in at least one multimillion-dollar settlement to victims beaten and sexually abused at two local orphanages. Within a year of his most recent contributions, Guidry began issuing rulings that altered the momentum of the bankruptcy and benefited the archdiocese. He upheld the removal of several members from a committee of victims seeking compensation from the church. Those plaintiffs repeatedly complained about a lack of transparency in the case and argued that the archdiocese's primary reason for seeking the legal protection was to minimize payouts. The Moody's rating agency found that the archdiocese sought bankruptcy despite having significant financial reserves, with spendable cash and investments of over $160 million. And just last month, Guidry affirmed a $400,000 sanction against Richard Trahant, a veteran attorney for clergy abuse victims who was accused of violating a sweeping confidentiality order when he warned a local principal that his school had hired a priest who admitted to sex abuse. Trahant, who declined to comment, has become a prominent adversary of the archdiocese, drawing attention to what he calls a conspiracy by top church officials in New Orleans to cover up clergy abuse. After AP sent a letter to Guidry detailing the findings and seeking comment, the judge did not respond. Instead, he called the mid-April status conference to tell attorneys in the bankruptcy that he is considering recusal. According to a transcript obtained by the AP, Guidry noted that the question of his potential conflict "has not been considered before" and he was seeking the guidance of the federal judiciary's Committee on Codes of Conduct, with his decision expected within days. Charles Geyh, a professor at Indiana University who studies judicial ethics, said Guidry's devout religion alone shouldn't disqualify him from the case, but his generous donations and close ties to the church are clearly reasons to question his ability to be a fair referee. "Not only has the judge made significant financial contributions to a church whose archdiocese is a party in litigation before him, but those contributions are inextricably linked to his status as a judge," Geyh said. "The judge chose to donate the overflow of campaign funds generated to further his professional life as a judge to further his religious life in the church, which implies a connection in the judge's mind between his religious and professional identities." In heavily Catholic New Orleans, Guidry is far from the only federal judge with longstanding ties to the archdiocese. Several of Guidry's colleagues have recused themselves from the bankruptcy or related litigation. They include U.S. District Judge Wendy Vitter, who for years worked as general counsel for the archdiocese, defending the church against a cascade of sex abuse claims before Trump nominated her to the federal bench in 2018. Another federal judge, Ivan Lemelle, serves on the board of the Catholic Community Foundation. Yet another, U.S. District Judge Jay Zainey recused himself from cases related to the bankruptcy after publicly acknowledging the role he played in the behind-the-scenes media relations campaign that executives of the New Orleans Saints did for the archdiocese in 2018 and 2019. At the time, Zainey told The Times-Picayune he would recuse himself from future church-related cases. But less than a year ago, Zainey quietly struck down a Louisiana law, vigorously opposed by the archdiocese, that created a so called look-back window allowing victims of sexual abuse to sue the church and other institutions no matter how long ago the alleged abuse took place. Zainey didn't respond to a request for comment. "These are federal judges who are incredibly active in different ministries throughout the archdiocese," said James Adams, a past president of the Catholic Community Foundation who was abused by a priest as a fifth-grader in 1980. "I'm not saying they don't do good works, but it certainly raises an eyebrow when they then have cases involving the Archdiocese of New Orleans." Jason Berry, an author who has written several books on clergy abuse and most recently a history of New Orleans, said the influence of the church on the court system in the city "stinks to high heaven." "The larger question here is whether justice has been compromised," he said. "You're talking about 500 people whose lives have been plundered, and that’s one thing many people don't have a grasp of." About the Archdiocese of New Orleans Created as a diocese in 1793, and established as an archdiocese in 1850, the Roman Catholic Church of the Archdiocese of New Orleans -- https://www.nolacatholic.org/ -- is a non-profit religious corporation incorporated under the laws of the State of Louisiana. The archdiocese's geographic footprint occupies over 4,200 square miles in southeast Louisiana and includes eight civil parishes -- Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St. John the Baptist, St. Tammany, and Washington. The Roman Catholic Church for the Archdiocese of New Orleans sought Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1, 2020. The archdiocese was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Judge Meredith S. Grabill oversees the case. The archdiocese is represented by Jones Walker LLP. Donlin, Recano & Company, Inc. is the claims agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 20, 2020. The committee is represented by Pachulski Stang Ziehl & Jones, LLP and Locke Lord, LLP. ARIEL LLC: Case Summary & Five Unsecured Creditors -------------------------------------------------- Debtor: Ariel LLC 151 Hampshire Street Lawrence, MA 01840 Business Description: Ariel LLC owns family rental and commercial rental properties in Massachusetts having a total value of $1.2 million. Chapter 11 Petition Date: April 27, 2023 Court: United States Bankruptcy Court District of Massachusetts Case No.: 23-40331 Judge: Hon. Elizabeth D. Katz Debtor's Counsel: Louis S. Robin, Esq. LAW OFFICES OF LOUIS S. ROBIN 1200 Converse Street Longmeadow, MA 01106-1760 Tel: (413) 567-3131 Fax: (413) 565-3131 Email: louis.robin@prodigy.net Total Assets: $1,216,000 Total Liabilities: $1,940,000 The petition was signed by Miguel B. Aguilo as manager. 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/QOTXQYY/Ariel_LLC__mabke-23-40331__0001.0.pdf?mcid=tGE4TAMA ASLM GAS: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------- ASLM Gas Inc. asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division for authority to use the cash collateral of its secured creditor Open Bank. The Debtor requires the use of cash collateral to pay the reasonable expenses it incurs during the ordinary course of its business. The Debtor has three related entities, also in Subchapter V bankruptcy before the Court: (1) ASLM Investments, Inc.; (2) CA Techies, Inc.; and (3) Highland Cargo Inc. ASLM Investments is the landlord of the Debtor, and to the extent there was any prepetition rent owed the Debtor (Tenant) to ASLM Investments (Landlord), ASLM Investments has waived any prepetition rent. The Debtor, ASLM Investments, CA Techies, and Highland have several mutual creditors, most notably Diamond Stone Capital. The Debtor estimates the value of its assets to be $365,400. The Debtor estimates the value of its liabilities to be $4.117 million in secured claims and $560,000 in unsecured claims. The COVID-19 pandemic, and subsequent inflation and rising gasoline prices, had a significant negative impact on the Debtor's business. In an effort to keep its doors open, the Debtor took out several loans, which the Debtor is now unable to pay back. Due to the accumulating debts from weekly payments owed to lenders. The Debtor's operational expenses, and debts owed to the secured creditor, the Debtor was unable to meet its debt service obligations. The Debtor's secured creditor is Open Bank, who holds a $4.117 million claim secured by a UCC Financing Statement dated December 27, 2021. Based on the estimated value of the Debtor's assets of $420,700, Open Bank's claim is secured up to the value of the assets. The related entity and landlord of the Debtor, ASLM Investments, is the owner of the underlying real property, collects rent from Debtor, and is also an obligor on the Open Bank claim. ASLM Investments will be making the mortgage payments to Open Bank, so Debtor is not proposing adequate protection payments on Open Bank's claim. The interests of the Secured Creditor is safeguarded by the value of the Debtor's assets, and by the monthly adequate protection payments proposed by the Debtor's related entity and landlord ASLM Investments to Open Bank. The Debtor has no reason to believe its cash, equipment, and other tangible property are declining in value. A copy of the motion is available at https://bit.ly/3Lw7Lfe from PacerMonitor.com. About ASLM Gas Inc. ASLM Gas, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11779) on March 24, 2023, with up to $10 million in both assets and liabilities. Gregory Kent Jones has been appointed as Subchapter V trustee. Judge Julia W. Brand oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, is the Debtor's legal counsel. ATHEN'S INC: Case Summary & 14 Unsecured Creditors -------------------------------------------------- Debtor: Athen's Inc. 4535 W. Russell Road, Suite 9 Las Vegas, NV 89118 Business Description: Athen's Inc. provides passenger transportaion services. Chapter 11 Petition Date: April 27, 2023 Court: United States Bankruptcy Court District of Nevada Case No.: 23-11659 Debtor's Counsel: Candace C. Carlyon, Esq. CARLYON CICA CHTD. 265 E. Warm Springs Road Suite 107 Las Vegas, NV 89119 Tel: 702-685-4444 Email: ccarlyon@carlyoncica.com Total Assets as of March 31, 2023: $793,698 Total Liabilities as of March 31, 2023: $2,890,982 The petition was signed by Anthony Dobbs as president. A copy of the Debtor's list of 14 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6OZEBSQ/ATHENS_INC__nvbke-23-11659__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/TKGPNNA/ATHENS_INC__nvbke-23-11659__0001.0.pdf?mcid=tGE4TAMA ATLAS INTERMEDIATE: Moody's Withdraws 'B3' CFR on Debt Repayment ---------------------------------------------------------------- Moody's Investors Service has withdrawn all ratings of Atlas Intermediate Holdings LLC including the B3 corporate family rating, the B3-PD probability of default rating, the B3 senior secured bank credit facility and the SGL-3 speculative grade liquidity rating. This rating action follows the completion of the company being acquired on April 19, 2023. Withdrawals: Issuer: Atlas Intermediate Holdings LLC Corporate Family Rating, Withdrawn, previously rated B3 Probability of Default Rating, Withdrawn, previously rated B3-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-3 Senior Secured 1st Lien Bank Credit Facility, Withdrawn, previously rated B3 (LGD3) Outlook Actions: Issuer: Atlas Intermediate Holdings LLC Outlook, Changed To Rating Withdrawn From Stable RATINGS RATIONALE Following the completion of the acquisition of Atlas, the company terminated the credit agreements and all indebtedness outstanding thereunder was paid off and all commitments under the credit facilities were terminated. Consequently, Moody's has withdrawn the ratings of Atlas. Atlas Technical Consultants, Inc., the indirect parent of Atlas Intermediate Holdings LLC, headquartered in Austin, Texas, is a leading provider of testing, inspection, and engineering services for large scale infrastructure programs in the transportation, commercial, water, government, education, environmental, and industrial markets. Reported revenue for fiscal year 2022 were $605 million. AUTO MONEY NORTH: Taps Womble Bond Dickinson as Special Counsel --------------------------------------------------------------- Auto Money North, LLC seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to employ Womble Bond Dickinson (US) LLP as special counsel. The firm will represent the Debtor in a pre-bankruptcy litigation pending in North Carolina state courts involving entities who are defendants in an adversary proceeding (Case No. 22-80047) filed by the Debtor in the bankruptcy court. The firm will charge these hourly fees: Michael Montecalvo, Partner $607.75 Jesse Schaefer, Partner $493.00 Scott D. Anderson, Associate $412.50 Brian Castro, Associate $391.00 Aaron Horner, Associate $289.00 As disclosed in court filing, Womble Bond Dickinson (US) neither represents nor holds any interest adverse to the Debtor and the estate. The firm can be reached through: Michael Montecalvo, Esq. Womble Bond Dickinson (US), LLP One West 4th Street Winston-Salem, NC, US 27101 Tel: +1 336-7213600 Fax: +1 3367213660 Email: michael.montecalvo@wbd-us.com About Auto Money North Auto Money North, LLC is a limited liability company that makes loans secured by motor vehicles, commonly known as "title loans." It is a supervised lender that is overseen by the South Carolina Department of Consumer Finance and South Carolina Board of Financial Institutions, whose lending activities are regulated and audited by South Carolina. It operates 16 stores and has 47 employees as of Dec. 2, 2022. Auto Money North sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 22-03309) on Dec. 2, 2022, with up to $10 million in assets and up to $1 million in liabilities. Jeremy Blackburn, Auto Money North officer, signed the petition. The Debtor tapped Stanley H. McGuffin, Esq., at Haynsworth Sinkler Boyd, P.A. as bankruptcy counsel; and Markham Law Firm, LLC and Womble Bond Dickinson (US) LLP as special counsels. AVIS BUDGET: Notes Amendments No Impact on Moody's 'Ba3' Rating --------------------------------------------------------------- Moody's Investors Service announced that the amendments to each of the series 2010-6 and series 2015-3 supplements would not, in and of itself and as of this point in time, result in a reduction, placement on review for possible downgrade or withdrawal of Moody's current ratings assigned to any outstanding series of notes issued by Avis Budget Rental Car Funding (AESOP) LLC (the issuer), an affiliate of Avis Budget Car Rental, LLC (Ba3 stable). Moody's rates the following series of notes issued by the issuer: the series 2018-1 notes, the series 2018-2 notes, the series 2019-2 notes, the series 2019-3 notes, the series 2020-1 notes, the series 2020-2 notes, the series 2021-1 notes, the series 2021-2 notes, the series 2022-1 notes, the series 2022-3 notes, the series 2022-4 notes, the series 2022-5 notes, the series 2023-1 notes, the series 2023-2 notes, the series 2023-3 notes, and series 2023-4 notes (collectively the rated notes). The series 2010-6 and series 2015-3 variable funding notes are not rated by Moody's. Each of the series 2010-6 and 2015-3 amendments, increases the commitment size of the VFN facilities through a bridge financing with a repayment date of the earlier of the issuance of a new term transaction or November 1, 2023. The changes under the amendments are series-specific and do not affect amounts payable to, or the rights of holders of, the rated notes, and therefore have no impact on the ratings of the rated notes. The principal methodology used in reaching this conclusion and in monitoring the ratings of the rated notes issued by the Issuer is "Rental Vehicle Securitizations Methodology", published in October 2021. AZURE DEVELOPMENT: May 31 Plan & Disclosure Hearing Set ------------------------------------------------------- On April 20, 2023, Azure Development, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Disclosure Statement describing Plan of Reorganization. On April 24, 2023, Judge Enrique S. Lamoutte conditionally approved the Disclosure Statement and ordered that: * May 31, 2023 at 10:00 AM at the U.S. Bankruptcy Court, U.S. Post Office and Courthouse Building, 300 Recinto Sur, Courtroom No. 2, Second Floor, San Juan, Puerto Rico is the hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan. * That acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 10 days prior to the date of the hearing on confirmation of the Plan. * That any objection to the final approval of the Disclosure Statement and/or the confirmation of the Plan shall be filed on/or before 10 days prior to the date of the hearing on confirmation of the Plan. * That the debtor shall file with the Court a statement setting forth compliance with each requirement in section 1129, the list of acceptances and rejections and the computation of the same, within 7 working days before the hearing on confirmation. A copy of the order dated April 24, 2023 is available at https://bit.ly/3n9a1Q8 from PacerMonitor.com at no charge. Debtor's Counsel: Charles A. Cuprill, Esq. Charles A. Cuprill, P.S.C., Law Offices 356 Fortaleza Street (2nd Floor) San Juan, PR 00901 Tel: 787-977-0515 Email: ccuprill@cuprill.com About Azure Development Azure Development, Inc., owns properties in Luquillo, P.R., valued at $3.14 million. The company is based in San Juan, P.R. Azure Development filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-00462) on Feb. 18, 2023, with $3,142,794 in assets and $3,246,910 in liabilities. Jose Ricardo Martinez, vice-president of Azure Development, signed the petition. Judge Enrique S. Lamoutte Inclan oversees the case. The Debtor tapped Charles A. Cuprill, P.S.C., Law Offices as bankruptcy counsel and CPA Luis R. Carrasquillo & Co., P.S.C., as financial advisor. BANYAN CAY: Auctions Prime West Resort as It Starts Chapter 11 -------------------------------------------------------------- Prime West Palm Beach Golf Resort Keen-Summit Capital Partners LLC has been retained, under a Federal Bankruptcy Court Order, as the exclusive real estate advisor to market and run the competitive sale of Banyan Cay Golf & Resort, a 250-acre luxury resort property in West Palm Beach that includes a nearly-completed 150-room Hyatt-branded boutique hotel; a 130-acre golf course designed by golf legend Jack Nicklaus; and development sites approved for 179 condo units, and 22 villas plus additional development land. The property's current developers, owners, and operators Banyan Cay Resort & Golf LLC, filed for Chapter 11 reorganization in West Palm Beach in March of 2023 (Case No. 23-12386). At present, the golf course -- which has been open since 2017 -- has approximately 200 members, and the hotel is nearly completed. According to Matthew Bordwin, Principal/Co-President of Keen-Summit Capital Partners LLC, several offers were received and stalking horse contracts selected for all of the debtors' properties. “It is not surprising as this is an exceptional opportunity in an extremely hot market,” he said of the South Florida property, which is located at a go-to vacation destination that exploded in recent years. "Its location within 5 miles of Palm Beach International Airport and East of I-95 make this an irreplaceable opportunity," continued Bordwin. Joe Pack of Pack Law, counsel to Banyan Cay advised "The debtors believe that a sale of the assets represents the best path to maximize value for all stakeholders." In conjunction with the work done by Keen-Summit initially, Pack filed with the bankruptcy court a stalking horse contract for $102,100,000, which sets a baseline for an overbid marketing process. "That contract and the bid procedures have been filed with the court but are subject to final court approval. Assuming all goes according to plan, we expect to have a robust overbid auction in June," said Bordwin. According to various reports, development interest in the West Palm Beach region advanced significantly with a record 1.9 million square feet under construction at the end of 2022. "With new funding combined with the restructuring, and with the region well-positioned for growth in 2023, we're anticipating a truly active sales process of this luxury property," Bordwin said. Banyan Cay Resort & Golf features: -- Main Building (95+/- complete) * ACCOMMODATIONS: 150 keys (75 King Rooms, 4 King ADA Rooms, 3 King Suites / 61 Double Rooms, 5 Double ADA, 2 Double Suites) * FOOD & BEVERAGE: Signature Restaurant, Waterside Bar & Restaurant, Café/Grab and Go, and Club Room * MEETING SPACE: Two Ballrooms, Meeting Rooms, Board Room, Pre- Function and Private Dining * SPA, FITNESS & POOLS: Full-Service Spa, Fitness Building and 3 Outdoor Pools -- A Jack Nicklaus signature 18-hole golf course with 20 ft elevations, water features, sod-wall bunkers, and a clubhouse, opened in 2017 -- Proximity to Palm Beach International Airport and Worth Avenue a shopping mecca (both about 10 minutes away) Banyan Cay isn't the first mega property auction for Keen-Summit. Last March 2023, they successfully auctioned off the WC Braker portfolio in Austin, TX for over $102 million, 36% over asking price – in 63 days from list to closing. In 2020, during the height of the Covid pandemic, they secured the sale of L'Ermitage Beverly Hills Hotel for $100 million. The auction is currently set to take place on June 13, 2023 with a bid deadline of June 8, 2023. About Banyan Cay Resort & Golf Banyan Cay Resort & Golf, LLC, owns Banyan Cay Golf & Resort, a 250-acre luxury resort property in West Palm Beach that includes a nearly-completed 150-room Hyatt-branded boutique hotel; a 130-acre golf course designed by golf legend Jack Nicklaus; and development sites approved for 179 condo units, and 22 villas plus additional development land. Banyan Cay Resort & Golf, LLC, and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-12386) on March 29, 2023. In the petition signed by its chief restructuring officer, Gerard A. McHale, Banyan Cay disclosed $100 million to $500 million in both assets and liabilities. The Debtors tapped Joseph A. Pack, Esq., at Pack Law as legal counsel; Mr. McHale of McHale, P.A. as CRO; and Keen-Summit Capital Partners, LLC as marketing agent and broker. BED BATH & BEYOND: Gets Nasdaq Delisting; Cancels Shareholders Meet ------------------------------------------------------------------- Bed Bath & Beyond Inc. (Nasdaq: BBBY), on April 25, 2023, announced that it was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC that Nasdaq had determined to delist the Company's common stock as a result of the Company's commencement of voluntary proceedings under Chapter 11 of the United States Bankruptcy Code. Nasdaq informed the Company that trading in the Company's common stock would be suspended at the opening of business on May 3, 2023. Additionally, the Company is also announcing the cancellation of its previously announced Special Meeting of Shareholders that was scheduled for May 9, 2023. The Company is also withdrawing from consideration all proposals set forth in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2023. About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operates under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. At its peak, Bed Bath & Beyond operated the largest home furnishing retailer in the United States with over 970 stores across all 50 states, consistently at the forefront of major home and bath trends. Operating stores spanning the United States, Canada, Mexico, and Puerto Rico, Bed Bath & Beyond offers everything from bed linens to cookware to electric appliances, home organization, baby care, and more. Bed Bath & Beyond closed over 430 locations across the United States and Canada before filing chapter 11 cases, implementing full scale winddowns of their Canadian business and the Harmon branded stores. Left with 360 Bed Bath & Beyond and 120 buybuy BABY stores, Bed Bath & Beyond Inc. and 73 affiliated debtors on April 23, 2023, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code to pursue a wind down of operations. The cases are pending before the Honorable Vincent F. Papalia and have requested joint administration of the cases under Bankr. D.N.J. Lead Case No. 23-13359. Kirkland & Ellis LLP and Cole Schotz P.C. are serving as legal counsel, Lazard FrÃ¨res & Co. LLC is serving as investment banker, and AlixPartners LLP is serving as financial advisor. Bed Bath & Beyond Inc. has retained Hilco Merchant Resources LLC to assist with inventory sales. Kroll LLC is the claims agent. BIG DADDY GUNS: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Big Daddy Guns, Inc., according to court dockets. About Big Daddy Guns Big Daddy Guns Inc. is a gun shop in Florida. Big Daddy Guns and Big Daddy Guns 2 Inc. filed petitions for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-10053) on March 21, 2023. In the petition filed by Anthony W. McKnight as president, the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. Judge Karen K. Specie oversees the case. The Debtor is represented by Jose I Moreno, P.A. BROADSTREET PARTNERS: Moody's Cuts Rating on Secured Loans to 'B2' ------------------------------------------------------------------ Moody's Investors Service has affirmed the B3 corporate family rating and B3-PD probability of default rating of BroadStreet Partners, Inc. following the company's announcement that it is increasing its senior secured term loan borrowings by $1.2 billion through a new $735 million term loan and new CAD588 million (USD equivalent $434 million) term loan. The rating agency downgraded BroadStreet's existing senior secured credit facility ratings to B2 from B1 based on the change in funding mix, and affirmed its senior unsecured note rating at Caa2. BroadStreet will use proceeds from the borrowings to help finance the acquisition of Canadian-based Westland Insurance Group, Ltd. (Westland) and pay related fees and expenses. Other financing sources will include an equity contribution from BroadStreet's private equity sponsor, Ontario Teachers' Pension Plan, along with rollover equity from Westland's owners. In addition, BroadStreet anticipates upsizing its existing revolver by $108.5 million to a total of $531.5 million. The rating outlook for BroadStreet is stable. RATINGS RATIONALE Moody's said the affirmation of BroadStreet's corporate family rating reflects the company's steady expansion in middle market insurance brokerage through a combination of acquisitions and organic growth, diversification across clients and carriers, along with good EBITDA margins. Its unique co-ownership model of acquiring majority interests in large core agencies and allowing these agencies to retain operational autonomy differentiates it from other privately held rated brokers. BroadStreet advances a portion of the proceeds from its external credit facilities to core agencies through intercompany loans. This mechanism helps the core agencies fund small tuck-in acquisitions. It also makes BroadStreet a senior creditor to the core agencies, which means BroadStreet receives regular debt service payments on the intercompany loans before dividends are paid to the agencies' minority owners. BroadStreet's strengths are tempered by its high financial leverage, the complexity of its majority/minority ownership structure across many core agencies, the sizable periodic dividends to non-controlling interests, and exposure to errors and omissions, a risk inherent in professional services. Westland ranks among the top five property and casualty insurance brokers in Canada and will enhance BroadStreet's scale and geographic diversification. Still, it carries execution risk as BroadStreet's largest acquisition to date and its first Canadian core partner. Giving effect to the proposed financing, BroadStreet will have pro forma debt-to-EBITDA above 7.5x, per Moody's calculations, with (EBITDA – capex) interest coverage in the range of 1.5x-2.5x, and free-cash-flow-to-debt in the low single digits. These pro forma metrics reflect Moody's adjustments for operating leases, contingent earnout obligations, non-controlling interest expense and run-rate EBITDA from acquisitions. Moody's expects BroadStreet to reduce its leverage over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to a rating upgrade include: (i) debt-to-EBITDA ratio below 6.5x, (ii) (EBITDA – capex) coverage of interest consistently exceeding 2x, (iii) free-cash-flow-to-debt ratio consistently exceeding 5%, and (iv) successful integration of acquisitions. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio remaining above 7.5x, (ii) (EBITDA – capex) coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below 2%. Moody's has affirmed the following ratings: Corporate family rating at B3; Probability of default rating at B3-PD; $725 million senior unsecured notes maturing in April 2029 at Caa2. Moody's has downgraded the following ratings: $36 million senior secured revolving credit facility maturing in January 2025 to B2 from B1; $495.5 million senior secured revolving credit facility (upsized from $387 million) maturing in January 2026 to B2 from B1; $1,111 million senior secured first-lien term loan B maturing in January 2027 to B2 from B1; $407.5 million senior secured first-lien term loan B-2 maturing in January 2027 to B2 from B1. Moody's has assigned the following ratings: CAD588 million (USD equivalent $434 million) senior secured first-lien term loan A maturing in 2027 at B2; $735 million senior secured first-lien term loan B-3 maturing in 2029 at B2. Westland will be a co-borrower on the revolver, the new Canadian dollar-denominated term loan A and the new term loan B-3. Westland will also be a guarantor on the existing term loans and the unsecured notes. The rating outlook for BroadStreet is stable. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in June 2018. Headquartered in Columbus, Ohio, BroadStreet Partners, Inc. offers commercial and personal P&C insurance and employee benefits products to small and mid-sized businesses. BroadStreet ranked as the 14th-largest US insurance broker based on 2021 revenue, according to Business Insurance. The company generated total revenues of $1.3 billion in 2022. BROWN BIDCO: Moody's Lowers CFR to B2, Outlook Remains Stable ------------------------------------------------------------- Moody's Investors Service downgraded its ratings for BROWN BIDCO LIMITED ("Signature"), including the corporate family rating to B2 from B1 and the probability of default rating to B2-PD from B1-PD. Concurrently, Moody's downgraded the ratings of the senior secured bank credit facilities, borrowed by Brown Group Holding LLC and Signature Aviation US Holdings, Inc. to B2 from B1. The company intends to make a $650 million dividend to shareholders, funded through $400 million of incremental term loan borrowings and around $250 million of cash on hand. Moody's also downgraded the ratings on the senior secured notes due 2028 issued by Signature Aviation US Holdings, Inc. to B2 from B1. The outlook remains stable. The rating downgrades reflect Moody's concerns around Signature's aggressive financial policy and the large size of its proposed dividend recap, which increases debt-to-EBITDA to the high 6x range. Moody's recognizes that the company has previously been capitalized to moderately higher levels. However, the dividend comes at a time of increased economic uncertainty and Moody's believes that Signature's earnings may be vulnerable during a downturn. The downgrades also reflect Signature's limited free cash generation, which has been below Moody's expectations since the company was acquired in mid-2021. The following is a summary of the rating actions: Downgrades: Issuer: BROWN BIDCO LIMITED Corporate Family Rating, Downgraded to B2 from B1 Probability of Default Rating, Downgraded to B2-PD from B1-PD Issuer: Brown Group Holding LLC Backed Senior Secured First Lien Term Loan, Downgraded to B2 from B1 Backed Senior Secured Revolving Credit Facility, Downgraded to B2 from B1 Issuer: Signature Aviation US Holdings, Inc. Backed Senior Secured Regular Bond/Debenture, Downgraded to B2 from B1 Outlook Actions: Issuer: BROWN BIDCO LIMITED Outlook, Remains Stable Issuer: Brown Group Holding LLC Outlook, Remains Stable Issuer: Signature Aviation US Holdings, Inc. Outlook, Remains Stable RATINGS RATIONALE The B2 CFR reflects Signature's strong position as the leading fixed base operator (FBO) in the US. Moody's recognizes Signature's large and diverse footprint in an industry where scale provides sustainable competitive advantages in the fragmented FBO industry. Signature benefits from a relatively flexible cost structure which allows the company to effectively manage costs during periods of decreased revenue. Signature has a good history of organic revenue growth and the business performed resiliently during the coronavirus pandemic and strong market recovery thereafter. The ratings also reflect Signature's high financial leverage that limits financial flexibility, with pro forma December 2022 debt-to-EBITDA approaching 7x. Signature has exposure to the highly-cyclical business and general aviation markets, which may also challenge the company's ability to pass on non-fuel cost inflation. Moody's has concerns about the sustainability of demand from the recent growth in private aviation. There is also potential for more debt-funded acquisitions which would limit the pace of future deleveraging. The FBO industry is highly cyclical, with flight volumes strongly correlated with changes in GDP. Weakening economic conditions could not only reduce demand but also complicate passing higher costs to customers. Currently, buoyant demand supports cost pass through. The company is protected contractually from oil price increases and has a long track record of margin stability. The ratings reflect governance concerns relating to an aggressive financial policy as demonstrated by the proposed dividend recap, which comes at a time of considerable economic uncertainty. The stable outlook reflects Moody's expectations of positive, albeit modest, free cash flow and modest earnings growth which will result in a gradual improvement in Signature's credit metrics over the balance of 2023. Moody's expects Signature to maintain good liquidity over the next 12 to 18 months. Signature's pro forma cash balance after the dividend recap will be around $150 million. Moody's expects positive, albeit modest, free cash generation during 2023 and 2024, with FCF-to-debt in the low single-digits. The company has no near-term principal obligations. External liquidity is provided by an undrawn $400 million revolving credit facility (RCF) that matures in 2026. The revolver contains a springing leverage covenant set at 40% headroom which applies when the facility is at least 40% drawn. The existing backed senior secured first lien term loan, and the backed senior secured notes both due 2028, the RCF due 2026 and the senior secured first lien term loan due 2029 are rated B2, in line with the CFR, reflecting the first lien only capital structure and pari passu ranking of the debt instruments. The facilities are guaranteed by material subsidiaries with substantial guarantor coverage (88% at December 2020 by revenues) and security is provided over substantially all the assets of the borrowers and material subsidiaries. The backed senior secured notes due 2028 were previously unsecured but received substantially the same security and rank equally with the first lien term debt on closing of the take-private transaction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to a ratings upgrade include improved liquidity with free cash flow-to-debt consistently in the mid single-digits with debt-to-EBITDA sustained below 6x. Factors that could lead to a ratings downgrade include lower general aviation traffic volumes that result in weaker earnings. Debt-to-EBITDA above 7x, EBITDA-to-Interest below 2.5x, or weakening liquidity could also result in a downgrade. BROWN BIDCO LIMITED (dba as Signature Aviation) is an intermediate holding company of the Signature Aviation group, which operates 208 FBO locations providing business and general aviation flight support services at airports, with the US being its largest market followed by Europe. An FBO is a commercial business granted the right by an airport owner/operator to provide aeronautical services to general aviation aircraft on the airport's property. In June 2021 the company was acquired by entities controlled by Blackstone Infrastructure Partners, Blackstone Core Equity, Global Infrastructure Partners and Cascade Investment, L.L.C. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. BUCKEYE PARTNERS: S&P Downgrades ICR to 'BB-', Outlook Stable ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating to 'BB-' from 'BB' on Buckeye Partners L.P. S&P said, "At the same time, we lowered our rating on the company's senior secured term loan to 'BB+' from 'BBB-' and assigned a '1' recovery rating reflecting very high (95%-100%; rounded 95%) recovery in a payment default scenario. We also lowered our rating on the senior unsecured debt to 'BB-' from 'BB' based on a '3' recovery rating, reflecting our expectation of meaningful (50%-70%; rounded estimate: 60%) recovery in a payment default scenario. We also lowered our rating on the company's junior subordinated notes to 'B-' from 'B'. "Our governance indicator has been revised to 'G-3' from 'G-2' reflecting Buckeye's inconsistency with the 5x leverage target, indicated by IFM Investors when it took a controlling interest in the partnership. "The stable outlook reflects our expectation that Buckeye will end 2023 with debt/EBITDA of 6.9x, falling below 6x in 2024. "The downgrade reflects our view that Buckeye will maintain S&P Global-adjusted leverage of more than 6.5x in 2023." In 2022, the company expended approximately $1.0 billion on growth capital projects including significant investments in alternative energy and the acquisition of 21 refined product terminals in the southeast. Coupled with lower EBITDA from soft storage demand and pause of distributions from Freeport LNG, the company operated in a free cash flow deficit and increased debt. As a result, S&P Global Ratings-adjusted leverage increased to 6.9x at the end of 2022 from 5.2x the previous year. S&P expects the company to continue to fund capital expenditures at 60%-90% of FFO in 2023, limiting cash flow availability toward debt repayment. While Freeport LNG contributions are anticipated to resume in early 2024, prospects for deleveraging depend on Buckeye's appetite and funding of growth projects and the commencement of operations at Swift Current. S&P said, "We revised our governance indicator to G3 from G2, reflecting Buckeye's inconsistency with the 5x leverage target, indicated by IFM when it took a controlling interest in the partnership. IFM suspended the regular distribution upon close of their acquisition in 2019; however, Buckeye has paid IFM over $600 million since that time, largely with proceeds from a recapitalization at Freeport LNG in 2020 and asset sales in 2021. Over the same period, Buckeye has undertaken a significant amount of capital projects funded with internal cash flow and debt. As a result, the total debt balance has grown since the acquisition by IFM in 2019. Partially offsetting this is the equity contribution of FLNG Liquefaction 2, LLC (FLIQ2) in 2019 and the equity contribution from IFM of $300 million in 2022. "The stable ratings outlook on Buckeye reflects our expectations the partnership will maintain adjusted debt to EBITDA of approximately 6.9x in 2023 falling between 5.25x and 5.75x in 2024. "We could take a negative rating action on Buckeye if leverage is sustained above 6.5x." This could occur due to -- Large distributions or debt-funded acquisitions; or -- A much weaker operating performance segment; or -- Significant delays in its growth projects without corresponding actions to reduce its leverage. S&P could take a positive rating action on Buckeye if leverage declines below 5.5x on a sustained basis. ESG Credit Indicator: E-3 S-2 G-3 S&P said, "Environmental factors are a moderately negative consideration in our credit rating analysis of Buckeye Partners L.P., reflecting the above-average transition risk for the midstream industry. The company's large, refined products terminal and pipeline business is not a major emitter of GHG, but future volumes could decline as demand for gasoline declines due to the energy transition. We expect peak gasoline demand to occur in the coming decades. Buckeye has made recent investments in renewables; however, the expected cash flows are not significant enough at this point to offset the inherent environmental risk in their traditional midstream assets. Governance is a moderately negative consideration in our assessment of Buckeye's credit quality because it is not meeting its indicated commitment to maintain targeted leverage levels communicated upon the closing of the leveraged buyout in 2019. Although we expect financials measures to improve, the partnership's highly leveraged financial risk profile points to decision-making that prioritizes the interests of the controlling owner." Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Other governance factors CALLON PETROLEUM: S&P Upgrades ICR to 'B+', Outlook Stable ---------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based oil and gas exploration and production (E&P) company Callon Petroleum Co. to 'B+' from 'B' and its issue-level rating on its unsecured debt to 'BB-' from 'B+'. S&P's '2' recovery rating (70%-90%; rounded estimate: 85%) on the unsecured debt remains unchanged. S&P said, "The stable outlook reflects our expectation that Callon will maintain average funds from operations (FFO) to debt of more than 60% over the next two years while using its free operating cash flow (FOCF) to further reduce the outstanding borrowings under its revolving credit facility. We believe some of its cash flows may also be used for shareholder returns after the company achieves its $2 billion total debt target later this year." Callon has significantly improved its capital structure and S&P expects it will continue to prioritize debt reduction. The company paid down the borrowings on its revolving credit facility, reducing the amount outstanding as of year-end 2022 to $503 million (about 34% drawn relative to the $1.5 billion commitment), and recently extended the revolver to October 2027. Given Callon's $2 billion near-term debt target, S&P believes it will continue to use most of the FOCF it generates this year to further pay down its revolver borrowings or redeem its $187 million of unsecured notes due 2025, which management has previously stated it intends to do in 2023. If Callon redeems the 2025 notes, its next debt maturity will be its $321 million of notes due July 2026. The company's absolute debt load stood at about $2.26 billion at the end of December after being reduced by more than $460 million throughout 2022, and management has pointed to a longer-term optimal debt level of around $1.5 billion with sub-1x leverage, which implies significant FOCF allocation to debt repayment even though management has telegraphed that it will likely implement some sort of shareholder return program (most likely via stock repurchases) once its absolute debt falls below the shorter-term $2 billion threshold. The company's financial metrics look strong and S&P expects modest organic production growth in the next 12 months. S&P said, "We project Callon's average FFO to debt will remain above 60% and its debt to EBITDA will remain below 1.5x over the next two years and believe its FOCF generation could surpass $400 million in 2023 and approach similar levels in 2024 (depending on its capital spending and prevailing oil and gas prices). We note that the company has hedged less of its expected production this year, with a combination of swaps and collars covering less than 25% of its expected oil production and not much more of its gas. Callon has allocated more than 60% of its roughly $1 billion capital budget to its Delaware basin acreage, with lesser spending allocated to the Midland and Eagle Ford basins. We expect this will translate to modest year-over-year production growth, and although M&A is always a possibility, we believe the company is less likely to undertake a major acquisition this year given its debt reduction goals and fairly recent purchases of Carrizo Oil & Gas Inc. (2019) and Primexx Energy Partners (2021), both of which it financed with significant amounts of debt. "The stable outlook reflects our expectation that Callon will maintain average funds from operations (FFO)/ to debt of more than 60% over the next two years while using its free operating cash flow (FOCF) to further reduce the outstanding borrowings under its revolving credit facility. We believe some of its cash flows may also be used for shareholder returns after the company achieves its $2 billion total debt target later this year." S&P could lower its rating on Callon if: -- Its liquidity significantly deteriorates; or -- Its FFO to debt declines and remains below 45%, which would likely occur if it faces weaker-than-anticipated commodity prices and doesn't implement an offsetting reduction in its capital spending plans. An upgrade would be possible if the company increases its scale to levels more comparable with higher-rated peers while maintaining FFO to debt of comfortably above 45%, demonstrating prudent financial policies, and continuing to reduce outstanding borrowings on its credit facility. ESG credit indicators:E-4, S-2, G-2 S&P said, "Environmental factors are a negative consideration in our credit rating analysis of Callon Petroleum Co. as the exploration and production and downstream industries contend with an accelerating energy transition and adoption of renewable energy sources. We believe falling demand for fossil fuels will lead to declining profitability and returns for the industry as it fights to retain and regain investors that seek higher return investments." To help address these concerns, Callon is seeking a 50% reduction in GHG intensity by 2024 and looks to reduce controlled flaring to less than 1% in the same time frame. The company has also invested more into its electrification program and expanded the use of recycled water in its completions. CBL & ASSOCIATES: Reaches $17.5-Million Investor Settlement ----------------------------------------------------------- Sydney Price of Law360 reports that shopping mall company CBL & Associates Properties Inc. has agreed to pay $17.5 million to end a lawsuit by investors who claim they were harmed when the company was allegedly slow to disclose a $90 million settlement with tenants over their electric bills. About CBL & Associates CBL & Associates Properties, Inc. -- http://www.cblproperties.com/ -- is a self-managed, self-administered, fully integrated real estate investment trust (REIT) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers, and office properties. CBL's portfolio is comprised of 107 properties totaling 66.7 million square feet across 26 states, including 65 high-quality enclosed, outlet and open-air retail centers and 8 properties managed for third parties. It seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. CBL, CBL & Associates Limited Partnership and certain other related entities filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 20-35226) on Nov. 1, 2020. At the time of the filing, the Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors tapped Weil, Gotshal & Manges LLP as their legal counsel, Moelis & Company as restructuring advisor and Berkeley Research Group, LLC as financial advisor. Epiq Corporate Restructuring, LLC, is the claims agent. On Nov. 13, 2020, the U.S. Trustee for Region 6 appointed an official committee of unsecured creditors in the Debtors' bankruptcy cases. McDermott Will & Emery, LLP and AlixPartners, LLP serve as the committee's legal counsel and financial advisor, respectively. Judge Jones confirmed the Debtors' joint Chapter 11 plan of reorganization on Aug. 11, 2021. CHESTNUT RIDGE: Court OKs Access to Cash Collateral --------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, granted Chestnut Ridge Associates, LLC authority to use cash collateral on a final basis in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to continue the operation of its business. As of the Petition Date, the Debtor was party to a Promissory Note dated December 22, 2016, in the original principal amount of $18.548 million, payable to Prosperity Bank, the successor-by-merger to Legacy Texas Bank. Contemporaneous with and in connection to the loan made to the Original Lender to the Debtor under the Note, the Original Lender also entered into and executed: i. The Deed of Trust dated as of December 22, 2016, executed by the Debtor as grantor, in favor of Mark Williamson, as trustee for the benefit of the Original Lender. The DOT was filed in the real property records of Harris County, Texas, on December 27, 2016, and assigned the document number RP-2016- 577672; ii. The Limited Guaranty dated as of December 22, 2016, executed by the Debtor and by David Carmel and Andrew Schreer each in his individual capacity; iii. The Assignment and Subordination of Management Agreement and Other Property Agreements dated as of December 22, 2016; and iv. That UCC-1 Financing Statement filed on December 27, 2016, and assigned the filing number 16-0041749153 with the Original Lender. On October 22, 2021, the Original Lender filed a continuation statement to the UCC, and, on January 2, 2023, the Original Lender filed an amendment to the UCC changing the name of the secured party from the Original Lender to Kingsgate Partner LLC. Accordingly, all references hereunder to the UCC shall incorporate the continuation and amendment made thereto; v. The Indemnity Agreement (Environmental Laws) dated as of December 22, 2016, executed by the Debtor and Guarantors to and in favor of Original Lender; vi. The Rehabilitation Holdback Funding Agreement dated as of December 22, 2016, among the Debtor and Original Lender; vii. The Manager's Certificate (Chestnut Ridge Associates LLC) dated December 22, 2016, executed by Andrew Schreer and David Carmel for the benefit of Original Lender; viii. The Note, the DOT, the Limited Guaranty, the Assignment Agreement, the UCC, the Indemnity Agreement, the Rehabilitation Holdback Funding Agreement, and the Manager's Certificate, as subsequently amended, are the "December 2016 Loan Documents." By letter dated December 31, 2022, the Original Lender informed the Debtor that the Original Lender had transferred and assigned all of its rights, title, and interest in and to the Loan Documents to the Lender, in a transaction that closed December 23, 2022. As adequate protection for the Debtor's use of cash collateral, the Lender will $83,389 in monthly adequate protection payment. As further adequate protection, the Lender is granted valid, binding, senior, enforceable and automatically perfected liens on (i) all property that is currently subject to any prepetition liens in favor of the Lender, to the same extent, priority and validity of such prepetition liens and (ii) all property that was unencumbered as of the Petition Date or that is acquired after the Petition Date, and (2) valid, binding, junior, enforceable and automatically perfected liens on all property of the Debtor's estate that is subject to prepetition valid, binding, senior, enforceable and perfected liens, provided, however, the Replacement Liens will not include liens on causes of action under Chapter 5 of the Bankruptcy Code, and further provided, the Replacement Liens are not intended to and will not prime or subordinate any existing valid, senior, perfected and unavoidable liens. Unless extended further with the written consent of the Lender, the authorization granted to the Debtor to use cash collateral will terminate upon the earlier of the following: (i) the date upon which a chapter 7 trustee is appointed in the Bankruptcy Case; or (ii) the occurrence of the Revocation Date under the Final Order. These events constitute an "Event of Default": a. If the Debtor fails to timely deliver to the Lender the Adequate Protection Payments or the Lender Fees and Expenses (subject to the process set forth in this Order); b. If the Debtor's actual operating disbursements under the Budget exceed the amounts set forth in the Budget by more than the Budget Variance without the prior written consent of the Lender or further authority from the Court. c. If the Debtor pays any material obligations not covered in the Budget or authorized pursuant to the Final Order without the prior written consent of the Lender or further authority from the Court; d. If the Debtor fails to deposit any proceeds, distribution, or otherwise from any insurance claim made by or on behalf of the Debtor into a debtor-in-possession account or used by the Debtor except in accordance with the Budget or with written consent from the Lender, such consent not to be unreasonably withheld; e. If the Debtor fails to timely provide the information required under paragraph 10 of the Final Order and such failure continues for more than three business days following written notice by the Lender; f. If the Debtor fails to achieve a Milestone or Milestones without first obtaining the Lender's written consent to extend or waive such Milestone or Milestones; g. If a trustee or examiner, with authority to affect the operation of the Debtor's business, is appointed in the Chapter 11 Case without the Lender's consent; h. If the Chapter 11 Case is converted to a case under Chapter 7 without the Lender's consent. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3NjB8CS from PacerMonitor.com. The Debtor projects total operating costs, on a weekly basis, as follows: $8,745 for the week ending April 28, 2023; $8,745 for the week ending May 5, 2023; $8,745 for the week ending May 12, 2023; $8,745 for the week ending May 19, 2023; and $8,745 for the week ending May 26, 2023. About Chestnut Ridge Associates LLC Chestnut Ridge Associates LLC is primarily engaged in renting and leasing real estate properties. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90069) on February 5, 2023. In the petition signed by Andrew Schreer, managing member, the Debtor disclosed up to $50 million in both assets and liabilities. Judge David R. Jones oversees the case. Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, represents the Debtor as legal counsel. CORNERSTONE ONSITE: Taps Martin Disiere as Litigation Counsel ------------------------------------------------------------- Cornerstone Onsite, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Martin, Disiere Jefferson & Wisdom, LLP as its special litigation counsel. The firm will handle the Lusk Litigation, assist with the settlement incorporated in the Plan and any claim objections related to Lusks' claims, if any. The firm will charge $595 per hour for the services of Dale Jefferson, Esq., the attorney responsible for this case. Other staff will charge $135 to $565 per hour. The Debtor paid the counsel a $25,000 retainer. Martin Disiere is a "disinterested person" within the definition of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Dale Jefferson, Esq. 808 Travis Street, Suite 1100 Houston, TX 77002 Phone: (713) 632-1700 Fax: (713) 222-0101 Email: jefferson@mdjwlaw.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. COVE RUN CONTRACTING: Deadline for Amended Plan Extended to May 9 ----------------------------------------------------------------- TCove Run Contracting, LLC, by counsel, Joseph W. Caldwell, filed a motion to extend the time within which to file an Amended Plan of Reorganization. Upon consideration of the request of counsel for additional time to attempt to achieve a consensual plan under 11 U.S.C. Sec. 1191(a), Judge David Bissett on April 14, 2023, extended until April 27, 2023, the Debtor's deadline to file an Amended Chapter 11 Plan. On April 26, the Court granted another extension, this time, until May 9, 2023, of the Debtor's deadline to file an Amended Plan. Upon receipt of the Plan, the court will schedule further proceedings. About Cove Run Contracting Cove Run Contracting, LLC, a company in Anmoore, W.Va., filed its voluntary petition for Chapter 11 protection (Bankr. N.D.W.V. Case No. 22-00478) on Nov. 3, 2022, with up to $50,000 in assets and $1 million to $10 million in liabilities. Christopher M. Wolfe, owner, signed the petition. Judge David L. Bissett oversees the case. Caldwell & Riffee, PLLC, serves as the Debtor's legal counsel. CRAFTSMAN ROOFING: Seeks to Hire Sasser Law Firm as Counsel ----------------------------------------------------------- Craftsman Roofing Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Sasser Law Firm as its legal counsel. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor in the continued operation of its business and management of its property; (b) prepare and file monthly reports, Chapter 11 plan of reorganization and disclosure statement; (c) prepare legal papers; (d) undertake necessary action to avoid liens against the Debtor's property obtained by creditors and recover preferential payments within 90 days of the Debtor's Chapter 11 filing; (e) perform a search of the public records to locate liens and assess validity; and (f) represent the Debtor at hearings and any 2004 examination; and (g) perform all other legal services for the Debtor. The firm will be paid at an hourly rate of $350 for attorney time. Philip Sasser, an attorney at Sasser Law Firm, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Philip Sasser Sasser Law Firm 2000 Regency Parkway, Suite 230 Cary, NC 27518 Telephone: (919) 319-7400 Facsimile: (919) 657-7400 Email: philip@sasserbankruptcy.com About Craftsman Roofing Services Craftsman Roofing Services, Inc., a company in Raleigh, N.C., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-01013) on April 13, 2023, with up to $10 million in both assets and liabilities. Russell Vandiver, president of Craftsman Roofing Services, signed the petition. Judge Pamela W. Mcafee oversees the case. Philip M. Sasser, Esq., at Sasser Law Firm serves as counsel to the Debtor. DEAN DAIRY: Stone Lawsuit Remanded to Jefferson Circuit Court ------------------------------------------------------------- In the case captioned as CARL EDWIN STONE, Executor of the ESTATE OF CATHERINE STONE, et al., Plaintiffs, v. DEAN DAIRY HOLDINGS, LLC, d/b/a DEAN MILK COMPANY, LLC, et al., Defendants, Civil Action No. 3:22-CV-00450-GNS, (W.D. Ky.), Chief District Judge Greg N. Stivers of the U.S. District Court for the Western District of Kentucky grants Plaintiffs' motion for remand. In July 2015, Cathy Stone initiated an action in Jefferson Circuit Court against Defendant Dean Dairy Holdings, LLC, d/b/a Dean Milk Company, LLC, alleging claims under Kentucky law. The action was later dismissed, which dismissal was ultimately reversed on appeal. While the appeal was pending, Dean filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the Southern District of Texas. In a letter to Carl Stone's counsel, and in a motion filed in Jefferson Circuit Court, Defendant John O. Sheller -- a member of Defendant Stoll Keenon Ogden -- explained that Dean was seeking to recover attorney's fees and expenses in the pending lawsuit. As a result of the letter and motion, Carl -- individually and as executor of Cathy's estate -- initiated this action against Dean, Sheller, SKO, and a Dean employee in Jefferson Circuit Court, alleging the Defendants conspired to retaliate against Plaintiffs for appealing the dismissal of their lawsuit. The Defendants removed the action to Louisville District Court and now move to transfer or dismiss it. On the other hand, Plaintiffs move to remand the action. Judge Stivers notes that "Plaintiffs' present claim arises out of an action still pending in Jefferson Circuit Court and is intertwined with the claims asserted therein. In both lawsuits Plaintiffs only state claims under Kentucky law and sought to consolidate the two actions, thereby mitigating the risk of duplicative evidence or inconsistent judgments, though the motion was not ruled upon before Defendants' removal of this action." In addition, Judge Stivers determines that the Plaintiffs would also be prejudiced if the Defendants' request a transfer to the U.S. Bankruptcy Court for the Southern District of Texas will be granted, considering that most of the parties are living or operating in Kentucky. With these considerations in mind, Judge Stivers believes that remanding this action to the Jefferson Circuit Court is most appropriate under the circumstances -- the related case is still pending there, and that forum undoubtedly provides the most judicially economic forum for resolution of this matter. A full-text copy of the Memorandum Opinion and Order dated April 10, 2023, is available https://tinyurl.com/y3mu6zew from Leagle.com. DETROIT, MI: S&P Raises Unlimited-Tax GO Long-Term Rating to 'BB+' ------------------------------------------------------------------ S&P Global Ratings raised its long-term rating to 'BB+' from 'BB' on Detroit's unlimited-tax general obligation (GO) debt. The outlook is positive. "The rating action reflects our view of Detroit's ongoing efforts toward building financial resiliency, evident in another year of positive financial results and improvements to reserves and liquidity, as well as its commitment to robust financial planning and budgetary management," said S&P Global Ratings credit analyst Randy Layman. "The rating action also reflects our view of Detroit's strong revenue growth and enormous federal stimulus allocation, supporting its extensive capital needs," Mr. Layman added. The positive outlook reflects S&P's view of Detroit's recent revenue growth and forecasts showing that it can follow through with its financial plan, at least in the near term. The positive outlook signifies at least a one-in-three likelihood that S&P could raise the rating over a one- to two-year outlook horizon. DIAMOND SPORTS: Ordered to Pay 4 MLB Teams 50% in Bankruptcy ------------------------------------------------------------ Anthony Crupi and Michael McCann of Sportico report that a judge has ordered Diamond to pay the Rangers and other teams half of what it owes, but the order could be altered in upcoming hearings. U.S. Bankruptcy Judge Christopher Lopez on Wednesday, April 19, 2023, ordered that Diamond Sports Group pay four MLB teams (Arizona Diamondbacks, Cleveland Guardians, Minnesota Twins, Texas Rangers) 50% of what they are owed in media rights fees, with the balance to be determined later. The order is an interim measure and may be altered in upcoming hearings. The clubs and MLB have objected to Diamond televising games without paying for them. Diamond, a collection of 19 regional sports networks (RSNs) doing business as Bally Sports, filed for Chapter 11 bankruptcy last March 2023. While Diamond insists it is complying with Chapter 11's protections for companies trying to reorganize, MLB contends Diamond is still obligated to pay, especially since teams rely heavily on revenue from deals with their RSN. MLB has demanded that unless Diamond pays what it owes, Judge Lopez should allow teams to begin the process of terminating its contracts with Diamond and find alternatives for broadcasting their games. During Wednesday's, April 19, 2023, hearing, attorneys for the sides argued over bankruptcy law precedent and whether the telecast rights deals—signed several years ago at a time when fans relied more on cable than streaming—are overpriced in the current market. Judge Lopez encouraged the two sides to "come up with a number or a percentage" to address their payment debate. He also warned that he’ll be quick to intervene should they fail to reach an agreement on terms. "There is a number that works, [and] you'll know much better than I would what that number is," Judge Lopez said. "If you come back to me, I'm just going to pick a number, and I hope you don’t leave it in my hands." The judge went on to clarify that he wanted Diamond "to provide the teams some payment" but stressed that number should neither "be used as a negotiating point" nor "a leverage tactic to withhold as much as cash as possible in hopes of seeking concessions." Lopez added, "I'm not concerned about [teams'] financial stability," but he believed he should follow "what we would normally do" in a reorganization situation, which is to "pay the uncontested and reserve for the disputed portion of it." After a recess, an attorney for Diamond said, "We were unable to reach an agreement with [MLB] commissioner [Rob Manfred] and the four teams." The attorney did not disclose what MLB offered but confirmed that Diamond had offered to pay 50%—a percentage that aligned with what Lopez said he had in mind. "If there is any overage, I'm confident the teams will pay it," the judge said. Judge Lopez alluded to the complex and potentially long-term nature of the case, saying, "If someone wants their day in court, they will have it." The parties will meet again for a hearing on May 10, 2023. Wednesday's order likely forestalls any imminent changes in broadcasting activities by MLB. It means that Diamond will need to pay the D-backs, Guardians, Twins and Rangers, albeit only a portion of what the company owes. That said, the exclusion of a fifth as-yet uncompensated team—the Cincinnati Reds—has yet to be addressed. Diamond missed an April 17, 2023 payment to the Reds, but still has until May 1, 2023 to meet the terms of its rights contract without incurring a penalty. MLB is expected to petition the court for a forfeiture of those rights should Diamond blow past the grace period, whereupon the league would execute a plan to assume production of all Reds games that are scheduled to air on Bally Sports Ohio. Under such a scenario, MLB conceivably might look to put together its first repo telecast as early as Saturday, May 6, the night after the Reds begin a three-date home stand against the White Sox. (The first game of the series is set to stream on Apple TV+.) Given Judge Lopez's order for Diamond to pay up half of what it owes to the other four MLB clubs, it's possible that a similar ruling may be put in place for the Reds. (In such a scenario, MLB would be denied the go-ahead for a TV takeover bid.) That said, the Diamond-Reds situation is complicated somewhat by the club's legacy agreement with the precursor to the home RSN. Under terms of a 2016 rights renewal with Fox Sports, the Reds hold an ownership stake in the channel, the particulars of which remain undisclosed. The Reds in 2022 were the one of Diamond's lowest-rated MLB clubs, with an average in-market draw of 27,000 viewers per game. With an estimated annual rights fee of $48 million, the contract isn't particularly onerous for Diamond, although the duration of the legacy deal (it runs through the 2023 season) is unfavorable, as it effectively prevents any expansion of the media company's streaming rights for another decade. About Diamond Sports Group Diamond Sports Group, LLC operates as a sports marketing company. The Company offers seminars, combine, speed and agility assessments, recruiting tools, and online training sessions for sports including football, baseball, soccer, and basketball. Diamond Sports Group and 29 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90116) on March 14, 2023. In the petition filed by David F. DeVoe, Jr., as chief financial officer and chief operating officer, the Debtor listed estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped PORTER HEDGES LLP as general bankruptcy counsel; WILMER CUTLER PICKERING HALE AND DORR LLP as conflicts counsel; ALIXPARTNERS, LLP, as financial advisor; and MOELIS & COMPANY LLC and LIONTREE ADVISORS LLC as investment bankers. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. DIVINE INTERVENTION: Limited Interests Up for Sale May 22 --------------------------------------------------------- Jones Lang Lasalle, on behalf of Finch Property Holdings I LLC ("secured party"), will offer for sale on May 22, 2022, at 10:00 a.m. (New York Time) at the Offices of Greenberg Traurig LLP, located at One Vanderbilt Avenue, New York, New York 10017, these partnership and limited liability company interests: i) a 0.01% general partnership interests (being 100% of the general partnership), and an 89.9% limited partnership ("Divine Intervention"); ii) 100% of the limited and general partnership interests in Divine Alchemy LP ("Divine Alchemy"); iii) 100% of the general and limited partnership interests in Abbotts Resurrection LP ("Abbotts Resurrection"); iv) 100% of the limited liability company interests in 677 North Broad Associates LLC ("Borrowers"). All bids must be for cash, and the successful bidder must be prepared to deliver immediately available good funds as and when required by the terms of sale and otherwise comply with the bidding requirements provided for in the terms of sale. Further information concerning the collateral, the requirements for obtaining information and bidding on the collateral and the terms of sale governing the sale of the collateral can be found at http://www.phillyportfoliouccsale.com/ Jones Lang Lasalle can be reached at: Jones Lang Lasalle Attn: Brett Rosenberg Tel: +1 212-812-5926 Email: brett.rosenberg@am.jll.com DOYLESTOWN HOSPITAL: S&P Affirms 'CCC' Bond Rating, Outlook Dev. ---------------------------------------------------------------- S&P Global Ratings affirmed its 'CCC' long-term rating and underlying rating (SPUR) on the Doylestown Hospital Authority, Penn.'s debt outstanding, issued on behalf of Doylestown Hospital (DH). At the same time, S&P Global Ratings removed the rating from CreditWatch, where it was placed with developing implications on Dec. 27, 2022. The outlook is developing. "The developing outlook reflects our view that certain key credit or financial events could result in a lower or higher rating during the outlook period," said S&P Global Ratings credit analyst Wendy Towber. "While the rating is supported by early results of turnaround efforts that could stabilize operations in addition to the potential sale of a retirement community, there is downside pressure related to any delay of, and uncertainty around obtaining the quarterly bank amendment to avoid a bank coverage covenant violation," Ms. Towber added. The 'CCC' rating, by definition, indicates violations of financial covenants and the obligation's vulnerability to nonpayment within the next 12 months, absent favorable business, financial, and economic conditions. The rating further reflects S&P's view of Doylestown Health's: -- Limited track record of stabilizing operations from recently identified turnaround efforts and the potential need for continued investment losses to pay debt service; -- Limited operating cash flow forecast that constrains efforts to stabilize the balance sheet although S&P recognizes that management's assumptions are conservative; and -- Uncertainty regarding the pending sale of the Pine Run Retirement Community (PRRC) to Presbyterian Senior Living (PSL), as a definitive agreement needs to be finalized and regulatory approvals will need to be obtained. In S&P's opinion, factors supporting the rating include DH's: -- Successfully obtaining a bank amendment for the Dec. 31, 2022, measurement date of its quarterly debt service coverage (DSC) covenant and DCOH covenant; -- Possible financial benefits from the pending acquisition of PRRC by PSL; -- Expected continued debt service payments and ongoing community support, as evidenced by it recently exceeding its $100 million capital campaign goal ahead of schedule; and -- Updated financial projections of reduced operating losses with the support of consultants. E-BOX LLC: Unsecureds to Get Meaningful Distributions in Plan ------------------------------------------------------------- Judge M. Ruthie Hagan will convene a hearing to consider approval of the disclosure statement of E-Box, LLC, on May 17, 2023, at 11:00 a.m., at 200 Jefferson Avenue, Courtroom 680, Memphis, Tennessee. May 10, 2023, is fixed as the last day for filing and serving written objections to the disclosure statement. Plan of Liquidation E-Box, LLC, filed with the U.S. Bankruptcy Court for the Western District of Tennessee a Plan of Liquidation and a Disclosure Statement dated April 11, 2023. The Debtor is a limited liability company that was owned by Byron Norman Brown, III. Norman also owned/controlled a landfill (Blaylock & Brown Construction, Inc., also known as E Plex) which jointly occupied the office building and common grounds in which the Debtor was housed and conducted its business. In the meantime, Norman, unfortunately, departed this life on August 20, 2022. Byron Brown, Norman's son, had been involved in discussions with Debtor's counsel and Norman as to the filing of bankruptcy prior to Norman's death. Byron is a licensed attorney and has full-time legal employment outside of his father's businesses but devoted his time, since his father's demise, almost exclusively to his position as executor of Norman's probate estate and the businesses of the landfill, the Debtor and some of Norman's other business activities until he returned to his in-house counsel employment in early November 2022. In addition to significant efforts rendered to the Debtor by Byron and his uncle, as well as Dustin Lough, the Debtor also engaged SC&H Group, Inc. to assist it in the sale of its assets. The sale was highly successful. The sale resulted in two separate and distinct transactions: the first was the sale of trailers and other certificated vehicles that were not necessary to the purchaser of the main body of assets then, the sale of most of the remainder of the Debtor's operational assets, as well as the Asset Purchase Agreement involved the sale of substantially all of the remaining assets of the Debtor. From the sales proceeds, substantial secured claims were paid. Under the terms and conditions of the sale motion, and order, secured creditors were to have lodged an objection or claim in and to the sales proceeds that were going to result from the asset sales, and failure to do so meant that those purported secured creditors did not get to participate (and will not participate) in the sales proceeds as secured creditors, but rather as general, unsecured creditors. It does appear, at least at this point in time, that there will be sufficient cash remaining from the asset sales and cash on hand as of closing for the Debtor to make a meaningful distribution to the unsecured creditors, while paying the administrative expenses and priority claims in full. At this stage of this case, with substantially all of the operating assets having been sold, the Plan is a relatively simple, straightforward plan of liquidation, providing for a one time first and final distribution of available cash to claimants, pursuant to the priorities dictated by the Bankruptcy Code. The Debtor does have two operating assets remaining that are described as a RotoChopper Shingle Grinder and a 2014 Ford F-450 fuel service truck, and it is seeking a purchaser or purchasers for those and will, hopefully, have the sale(s) concluded prior to the Effective Date of the Plan. Class 3 consists of General Unsecured Creditors. The unsecured creditors in this case will receive a first and final distribution of all available cash (after administrative and priority claims are paid) so that their allowed claims are paid. In the event cash is insufficient to pay the unsecured creditors' claims in full, they will receive a first and final distribution from available cash on a pro rata basis. Class 4 consists of Equity Security Interest. Ordinarily, in a liquidating Chapter 11, the equity security interests would be terminated, cancelled and held for naught as of the effective date. In this case, however, there is a meaningful chance that there will be a surplus so that surplus funds will be returned to the equity security interest holders. Cash availability will depend upon claims, claims objections and resolution of any claims or causes of action held by or available to the Debtor. At the time the Debtor proposes its distribution of cash schedule to the Court, it should have a very good idea of whether unsecured creditors will be paid in full and/or whether funds will be available for a surplus and return of cash to the equity security interests. The equity security interests will also retain any income tax attributes of the Debtor as well. A full-text copy of the Disclosure Statement dated April 11, 2023 is available at https://bit.ly/419NPUD from PacerMonitor.com at no charge. Counsel for the Debtor: Jerome C. Payne, Esq. PAYNE LAW FIRM 605 Poplar Avenue, Suite 102 Memphis, TN 38105 Tel: (901) 794-0884 - and - Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: (601) 427-0048 About E-Box LLC E-Box, LLC, an electronic manufacturing company in Collierville, Tenn., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 22-23526) on Aug. 23, 2022, with up to $50 million in assets and up to $10 million in liabilities. Byron Brown, member of E-Box, signed the petition. Judge M. Ruthie Hagan oversees the case. The Debtor tapped The Law Offices of Craig M. Geno, PLLC and Payne Law Firm as legal counsels; Bob Mims, CPA and Tracy Cooper, CPA as accountants; and Dustin Lough of CR3 Partners, LLC as chief restructuring officer. EARTHSTONE ENERGY: S&P Alters Outlook to Pos., Affirms 'B' ICR -------------------------------------------------------------- S&P Global Ratings revised the outlook to positive from stable and affirmed its 'B' issuer credit rating and 'B+' issue-level rating on the U.S.-based oil and gas exploration and production (E&P) company Earthstone Energy Inc.'s unsecured notes. Its '2' recovery rating (70%-90%; rounded estimate: 85%) is unchanged. The positive outlook reflects S&P's expectation that Earthstone will maintain constant production of about 100,000 barrels of oil equivalent per day (boe/d) over the next 12 months while generating free cash flow and maintaining FFO to debt above 60%. Earthstone's scale has increased to be more consistent with higher-rated peers. It has closed on six acquisitions since December 2020, including three during fiscal 2022, which increased production and reserves. Full-year 2022 production increased 215% year over year, and fourth-quarter production was over 104,000 boe/d, with 45% oil and 68% total liquids. Earthstone's reserves increased 149% from year-end 2021 to 367,936 MBoe and proved developed reserves increased 183%. Earthstone's estimated proved reserves were approximately 38% oil, 33% natural gas, and 29% natural gas liquids, with 72% classified as proved developed. S&P said, "We expect 2023 production to be around 100,000 boe/d in 2023 as the company utilizes two rigs in the Midland Basin and three rigs in the Delaware Basin. We expect Earthstone to spud approximately 60-65 net wells and put approximately 60 net wells in production with total capital expenditure of about $725 million-$775 million." Earthstone's financial risk profile is constrained based on its private equity ownership. Encap Investments L.P., Warburg Pincus LLC, and Post Oak Energy Capital L.P. own approximately 60% of the company combined. S&P said, "However, we view the 10-member board of directors as mostly independent and Earthstone as public with a track record of modest financial policies. It has typically maintained low leverage, and we do not expect leverage above 1.5x in the near term. We view the risk of releveraging as low because it has funded acquisitions in a balanced manner, usually 70% cash and 30% equity. We do not anticipate it will execute any dividends or share repurchases over the next 12 months." The positive outlook reflects S&P's expectation that Earthstone will maintain consistent production of about 100,000 boe/d while generating positive free cash flow and maintaining FFO to debt well above 45%. S&P could lower its rating on Earthstone if: -- Its liquidity deteriorates; or -- FFO to debt declines well below 45%, likely be driven by commodity prices falling below our expectations with no offsetting reduction to the company's capital spending plans or a debt-financed acquisition that does not add to near-term cash flow. S&P could raise its rating on Earthstone if: -- It maintains consistent production in line with higher-rated peers while generating free cash and reducing outstanding borrowings under its credit facility; or -- S&P no longer view the company as controlled by a financial sponsor. ESG credit indicators: E-4, S-2, G-3 S&P said, "Environmental factors are a negative consideration in our credit rating analysis of Earthstone because the E&P industry contends with an accelerating energy transition and adoption of renewable energy sources. We believe falling demand for fossil fuels will lead to declining profitability and returns for the industry as it fights to retain and regain investors that seek higher-return investments. To help address these concerns, Earthstone has the vast majority of its water disposal on pipelines, which reduces carbon dioxide emissions; lowered its greenhouse gas emissions intensity by 36% from in 2021; and reduced its flaring intensity to one of the lowest in the Permian Basin. Governance is a moderately negative consideration, as is the case for most rated entities owned or controlled by private equity sponsors. We believe the company's aggressive financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns." ECSEM CORP: Unsecured Creditors to Get 5% in Plan ------------------------------------------------- Ecsem Corporation submitted a Chapter 11 Small Business Plan and a Disclosure Statement on April 14, 2023. General unsecured creditors are classified in Classes 6 and 7. Classes 6 and 7 will receive a distribution of 5% of their allowed claims over a period of 5 years. Ecsem Corporation is a "for profit" corporation organized under the laws of the Commonwealth of Puerto Rico, since May 6, 1999, and is dedicated to the rental of commercial properties. Debtor owns 2 real properties located in Toa Baja and Cidra, Puerto Rico. The property located at Toa Baja has 5 commercial spaces and the property in Cidra is a vacant lot composed of 5.28 "cuerdas". Under the Plan, Class 6 General Unsecured Claims of $5,500 or more total $87,722. Allowed claims in this class shall receive a dividend of 5% over the course of 5 years from the Effective Date, in monthly instalments in full payment of their claims. Class 6 is impaired. Class 7 General Unsecured Claims of $5,499 or less total $7,788. Allowed claims in this class shall receive a dividend of 5% on Effective Date in full payment of their claims. Class 7 is impaired. Payments and distributions under the Plan will be funded by business income or any other income to which the Debtor may be eligible. Counsel for the Debtor: Mary Ann Gandia Fabian, Esq. GANDIA FABIAN LAW OFFICE PO Box 270251 San Juan, PR 00928 Tel: (787) 390-7111 Fax: (787) 729-2203 E-mail: gandialaw@gmail.com A copy of the Disclosure Statement dated April 14, 2023, is available at https://bit.ly/3MS0tDC from PacerMonitor.com. About Ecsem Corporation Ecsem Corporation is a "for profit" corporation organized under the laws of the Commonwealth of Puerto Rico, and is dedicated to the rental of commercial properties. It owns two real properties located in TOa Baja and Cidra, Puerto Rico. The property located at Toa Baja has 5 commercial spaces and the property in Cidra is a vacant lot composed of 5.28 "cuerdas". Ecsem Corporation filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 22-03006) on Oct. 19, 2022, with up to $500,000 in both assets and liabilities. Judge Mildred Caban Flores oversees the case. The Debtor tapped Mary Ann Gandia-Fabian, Esq., at Gandia-Fabian Law Office as legal counsel and Jimenez Vazquez & Associates, PSC as accountant. ENDO INTERNATIONAL: Gets Court's Okay to Sell All Assets -------------------------------------------------------- The United States Bankruptcy Court for the Southern District of New York approved the bidding procedures for the sale of substantially all assets of Endo International PLC and its debtor-affiliates. The Debtors intend to enter into a purchase and sale agreement with Tensor Limited ("Stalking Horse Bidder"), for the sale of the Transferred Assets, free and clear of any and all liens, encumbrances, claims, and other interests, pursuant to which the Stalking Horse Bidder has committed to provide aggregate consideration consisting of: (i) a credit bid in full satisfaction of the Prepetition First Lien Indebtedness; (ii) $5 million in cash on account of certain unencumbered Transferred Assets; (iii) the Wind-Down Amount; (iv) the Pre-Closing Professional Fee Reserve Amounts; and (v) assumption of the Assumed Liabilities. Pursuant to the Bidding Procedures Order, the Stalking Horse Bid is subject to higher or better offers, the outcome of the Auction, and the approval of the Court. The Debtors said they seek to sell the substantially all of their Assets and assign certain contracts related to the operation of the Debtors' businesses. The Debtors are soliciting bids that are made for either: (a) all or substantially all of the Debtors’ Assets; or (b) one or more of the following: (i) one or more of the Debtors’ Business Segments (either including or excluding (1) the CCH Assets and (2) the Legacy Opioid Assets); (iii) all of the CCH Assets; and/ or (iv) all of the Legacy Opioid Assets. While the Debtors encourage bids on all or substantially all of the Debtors' Assets or the specific asset groups set forth above, the Debtors will also consider bids for any individual Asset and bids for any collection of Assets that is less than all or substantially all of the Debtors' Assets. All Prospective Bidders must timely submit to the Debtors' investment banker, PJT Partners LP, a non-binding indication of interest that is acceptable to the Debtors, in consultation with the Consultation Parties. The deadline for Prospective Bidders to submit an Indication of Interest will be: June 13, 2023 at 4:00 p.m. (prevailing Eastern Time). If the Debtors do not elect to make a Sale Acceleration Election, any Prospective Bidder must submit a Qualified Bid in writing to the Bid Notice Parties by the Bid Deadline, which shall be 4:00 p.m. (Prevailing Eastern Time) on Aug. 8, 2023. Parties must file any objections to the proposed Sale with the Court and serve such objections on the Objection Recipients by no later than 4:00 p.m. (prevailing Eastern Time) on July 7, 2023. If the Debtors conduct an Auction, the Auction will be conducted at the offices of Skadden, Arps, Slate Meagher & Flom LLP, One Manhattan West, New York, New York 10001 on Aug. 15, 2023, at 10:00 a.m. (prevailing Eastern Time). Unless accelerated upon a Sale Acceleration Election made by the Debtors, the Sale Hearing shall be held before the Honorable James L. Garrity, Jr., on Aug. 31, 2023, at 11:00 a.m. (prevailing Eastern Time) at the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004-1408 About Endo International Endo International plc is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ On Aug. 16, 2022, Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). The cases are pending before Judge James L. Garrity, Jr. A Web site dedicated to the restructuring is at http://www.endotomorrow.com/ The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as legal counsel; PJT Partners, LP as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Kroll Restructuring Administration, LLC is the claims agent and administrative advisor. Roger Frankel, the legal representative for future claimants in the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP as legal counsels, and Ducera Partners, LLC as investment banker. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Sept. 2, 2022. The committee tapped Kramer Levin Naftalis & Frankel as legal counsel; Lazard Freres & Co. LLC as investment banker; and Dundon Advisers, LLC and Berkeley Research Group, LLC as financial advisors. Meanwhile, the official committee representing the Debtors' opioid claimants tapped Cooley, LLP as bankruptcy counsel; Akin Gump Strauss Hauer & Feld, LLP as special counsel; Province, LLC as financial advisor; and Jefferies, LLC as investment banker. David M. Klauder, Esq., the court-appointed fee examiner, is represented by Bielli & Klauder, LLC. ENDO INTERNATIONAL: July 7, 2023 Claims Filing Deadline Set ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York set July 7, 2023, at 5:00 p.m. (Prevailing Eastern Time), as the last date and time for persons and entities to file proofs of claim against Endo International PLC and its debtor-affiliates. The Court also set May 31, 2023, at 5:00 p.m. (Prevailing Eastern Time), as the deadline for governmental units to file their claims against the Debtors. Proofs of Claim must be filed either (i) electronically through the Claims and Noticing Agent's website using the interface available on such website located at https://restructuring.ra.kroll.com/endo under the link entitled "Submit a Claim" or (ii) by delivering the original Proof of Claim Form by hand or mailing the original Proof of Claim Form so that it is actually received by the Claims and Noticing Agent or the Clerk of the Bankruptcy Court on or before the applicable Bar Date. Original Proof of Claim Forms should be sent to: a) If by first class mail: Endo International plc Claims Processing Center c/o Kroll Restructuring Administration LLC Grand Central Station PO Box 4850, New York NY 10163-4850; b) If by hand delivery, or overnight courier: Endo International plc Claims Processing Center c/o Kroll Restructuring Administration LLC 850 3rd Avenue, Suite 412 Brooklyn, NY 11232; OR c) United States Bankruptcy Court, Southern District of New York One Bowling Green, Room 614 New York, NY 10004-1408 About Endo International Endo International plc is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ On Aug. 16, 2022, Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). The cases are pending before Judge James L. Garrity, Jr. A Web site dedicated to the restructuring is at http://www.endotomorrow.com/ The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as legal counsel; PJT Partners, LP as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Kroll Restructuring Administration, LLC is the claims agent and administrative advisor. Roger Frankel, the legal representative for future claimants in the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP as legal counsels, and Ducera Partners, LLC, as investment banker. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Sept. 2, 2022. The committee tapped Kramer Levin Naftalis & Frankel as legal counsel; Lazard Freres & Co. LLC as investment banker; and Dundon Advisers, LLC and Berkeley Research Group, LLC as financial advisors. Meanwhile, the official committee representing the Debtors' opioid claimants tapped Cooley, LLP as bankruptcy counsel; Akin Gump Strauss Hauer & Feld, LLP as special counsel; Province, LLC as financial advisor; and Jefferies, LLC as investment banker. David M. Klauder, Esq., the court-appointed fee examiner, is represented by Bielli & Klauder, LLC. FARWAY MARINA: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Farway Marina Inc. 341 Beach 84th Street and 2 Beach 85th Street Far Rockaway, NY 11693 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: April 27, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-41446 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Lori A. Schwartz, Esq. LEECH TISHMAN ROBINSON BROG, PLLC 875 Third Avenue New York, NY 10022 Tel: (212) 603-6300 Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Julie Glantz as president, Rainy Day Dream Company. 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/MTCFJHI/Farway_Marina_Inc__nyebke-23-41446__0001.0.pdf?mcid=tGE4TAMA FORREST CONCRETE: Seeks Cash Collateral Access ---------------------------------------------- Forrest Concrete, LLC asks the U.S. Bankruptcy Court for the District of South Carolina for authority to use cash collateral in accordance with the budget, with a 10% variance and provide adequate protection. The Debtor requires the use of cash collateral for the continued operation of its business. Funding Metrics, LLC, RDM Capital Funding, LLC, and PIRS Capital, LLC assert or may assert, a security interest and lien in the cash collateral. Metrics, RDM, and PIRS each assert blanket liens in and to substantially all of the Debtor's accounts, receivables, or payment rights: * Metrics asserts a secured claim in the approximate amount of $192,000; * RDM asserts a secured claim in the approximate amount of $178,517; and * PIRS asserts a secured claim in the approximate amount of $389,717. As adequate protection for the use of cash collateral, the Debtor agrees to provide Metrics, RDM, and PIRS Capital, LLC with replacement liens on post-petition cash collateral to the same extent and in the same priority as their pre-petition liens, for any postpetition diminution in the pre-petition cash collateral as well as replacement liens on all other property that may be acquired post-petition by the Debtor with the replacement liens having the same extent and priority as their prepetition liens on such property. A copy of the motion is available at https://bit.ly/3Hilnbq from PacerMonitor.com. About Forrest Concrete, LLC Forrest Concrete, LLC is a concrete contractor specializing in residential and commercial polished concrete, pervious concrete, and stamped concrete. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 23-01171) on April 24, 2023. In the petition signed by Michael P. Forrest, its managing member, the Debtor disclosed $724,975 in assets and $2,987,912 in liabilities. Judge Elisabetta Gm Gasparini oversees the case. W. Harrison Penn, Esq., at McCarthy, Reynolds, Penn, LLC, represents the Debtor as legal counsel. FRANKLIN SOUTHERN: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Franklin Southern Manufacturing, LLC 8500 Baycenter Road Suite 2 c/o Billy Sermons, Owner Jacksonville, FL 32256 Chapter 11 Petition Date: April 27, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-00938 Debtor's Counsel: Bryan K. Mickler, Esq. LAW OFFICES OF MICKLER & MICKLER, LLP 5452 Arlington Expy. Jacksonville, FL 32211 Phone: (904) 725-0822 Email: bkmickler@planlaw.com Total Assets: $473,665 Total Liabilities: $6,325,214 The petition was signed by Billy Sermons as president/CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/65M2PYI/Franklin_Southern_Manufacturing__flmbke-23-00938__0001.0.pdf?mcid=tGE4TAMA FREE SPEECH: Creditors Question Jones' Revised Disclosures ---------------------------------------------------------- Rick Archer of Law360 reports that Alex Jones' unsecured creditors say the bankrupt radio conspiracy peddler's revised financial disclosures are an improvement over his original ones, but still leave "substantial questions" about millions of dollars in assets that require answers. After obtaining multiple extensions of the applicable deadline, Alex Jones filed the original Schedules of Assets and Liabilities and Statement of Financial Affairs on Feb. 14, 2023. Saying that the Original Schedules and Statements were facially deficient and failed to fulfill the Debtor’s obligation to submit complete and accurate financial disclosures, the Creditors Committee filed an emergency motion to compel the Debtor to file Amended Schedules and Statements. As ordered by the Court, the Debtor filed his Amended Schedules and Statements on the March 30, 2023 deadline. The Official Committee of Unsecured Creditors explained in court filings that its preliminary analysis indicates that further factual investigation and disclosure is required concerning: a. approximately $900,000 of cryptocurrency proceeds owned by Jones that are not included in the Amended Schedules and Statements; b. more than $1.5 million of proceeds that were associated with the AEJ 2018 Trust shortly before the bankruptcy filing but are not accounted for in the Amended Schedules and Statements; c. ownership interests in PQPR Holdings Limited LLC or PLJR Holdings, LLC, which are each acknowledged in the Global Notes, but are not specifically listed in item 19 in the amended Schedules; d. the deletion of a substantial 2020 tax refund in the amount of $3,971,111 that had been included in the Original Schedules and Statements; e. a staggering, unexplained increase reported in the Debtor's wages, commissions, bonuses, and tips, from $639,118 in 2020 to $8,232,691 in 2022; and f. hundreds of thousands of dollars in transfers to each of Jones’s wife and father in the lead up to his bankruptcy. In addition, the Committee is investigating the extent to which affiliated entities have been created and the pattern by which business dealings with friends, family members and affiliated entities may have shifted income or assets away from the Debtor's estate and creditors. This pattern implicates numerous additional entities that are not listed in the Amended Schedules and Statements, but that appear to be affiliated in some way with the Debtor's businesses, trusts, and family members. "The Amended Schedules and Statements continue to raise substantial questions regarding the extent of the Debtor's estate and the disposition of valuable assets shortly before the commencement of this Chapter 11 Case," the Committee said. Counsel to the Official Committee of Unsecured Creditors of Alexander E. Jones: AKIN GUMP STRAUSS HAUER & FELD LLP Marty L. Brimmage, Jr. Lacy M. Lawrence 2300 N. Field Street, Suite 1800 Dallas, Texas 75201 Telephone: (214) 969-2800 Facsimile: (214) 969-4343 Email: mbrimmage@akingump.com Email: llawrence@akingump.com - and - Ira S. Dizengoff David M. Zensky Philip C. Dublin Sara L. Brauner Katherine Porter One Bryant Park New York, NY 10036 Telephone: (212) 872-1000 Facsimile: (212) 872-1002 Email: idizengoff@akingump.com Email: dzensky@akingump.com Email: pdublin@akingump.com Email: sbrauner@akingump.com Email: kporter@akingump.com About Free Speech Systems Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. Free Speech Systems is a family-run business founded by Alex Jones. FSS is presently engaged in the business of producing and syndicating Jones' radio and video talk shows and selling products targeted to Jones' loyal fan base via the Internet. Today, FSS produces Alex Jones' syndicated news/talk show (The Alex Jones Show) from Austin, Texas, which airs via the Genesis Communications Network on over 100 radio stations across the United States and via the internet through websites including Infowars.com. Due to the content of Alex Jones' shows, Jones and FSS have faced an all-out ban of Infowars from mainstream online spaces. Shunning from financial institutions and banning Jones and FSS from major tech companies began in 2018. Conspiracy theorist Alex Jones has been sued by victims' family members over Jones' lies that the 2012 Sandy Hook Elementary School shooting was a hoax. Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet TV, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April 18, 2022. The Debtors agreed to the dismissal of the Chapter 11 cases in June 2022 after the Sandy Hook victim families dismissed the three bankrupt companies from their lawsuits. Free Speech Systems filed a voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-60043) on July 29, 2022. In the petition filed by W. Marc Schwartz, as chief restructuring officer, the Debtor reported assets and liabilities between $50 million and $100 million. Melissa A Haselden has been appointed as Subchapter V trustee. Alexander E. Jones filed for personal bankruptcy under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 4:22-bk-60043) on Dec. 2, 2022, listing $1 million to $10 million in assets against liabilities of $1 billion to $10 billion in liabilities. Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC, is FSS's counsel. Raymond W. Battaglia and Crowe & Dunlevy, P.C., led by Vickie L. Driver, Christina W. Stephenson, Shelby A. Jordan, and Antonio Ortiz are representing Alex Jones. GENEVER HOLDINGS: Trustee Taps Engineering Operations as Consultant ------------------------------------------------------------------- Luc Despins, the trustee appointed in the Chapter 11 case of Genever Holdings Corp.'s owner Ho Wan Kwok, seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to employ Engineering Operations and Certification Services, LLC. The trustee needs the firm's consultation services regarding the operation and maintenance of the Lady May, including the transitioning operations from its prior owner (HK USA) to the trustee. Dexter White, president of Engineering Operations and Certification Services, will be paid at the rate of US$200 per hour for his services and US$75 per hour for travel costs. Mr. White disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Dexter White Engineering Operations and Certification Services, LLC 16 Whitehall Pond Mystic, CT 06355 Phone: (855) 755-2816 Fax: (860) 245-5763 Email: info@eocs.us About Genever Holdings Genever Holdings, LLC is the owner of the entire 18th floor apartment and auxiliary units in the Sherry Netherland Hotel located at 781 Fifth Ave., N.Y. Genever Holdings, LLC filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-12411) on Oct. 12, 2020, with $50 million to $100 million in both assets and liabilities. On Nov. 4, 2022, the case was transferred to the U.S. Bankruptcy Court for the District of Connecticut and was assigned a new case number (Case No. 22-50592). Ho Wan Kwok, owner of Genever Holdings, LLC's parent, Genever Holdings Corporation, sought Chapter 11 protection (Bankr. D. Conn. Case No. 22-50073) on Feb. 15, 2022, with $50,001 to $100,000 in assets and $100 million to $500 million in liabilities. According to Reuters, Ho Wan Kwok, also known as Guo Wengui, was a former real estate magnate who fled China for the U.S. in 2014 ahead of corruption charges. He filed for bankruptcy after a New York court ordered him to pay lender Pacific Alliance Asia Opportunity Fund $254 million stemming from a contract dispute. Genever Holdings Corporation is a company in Road Town, Tortola, which is engaged in activities related to real estate. It sought Chapter 11 protection (Bankr. D. Conn. Case No. 22-50542) on Oct. 11, 2022, with $10 million to $50 million in assets and $100 million to $500 million in liabilities. On Nov. 21, 2022, the Connecticut bankruptcy court ordered the consolidation of the three cases for procedural purposes. The cases are jointly administered under Case No. 22-50073 and are assigned to Judge Julie A. Manning. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP and Neubert Pepe & Monteith, P.C. serve as Genever Holdings, LLC's legal counsels. Neubert, Pepe & Monteith and Harney Westwood and Riegels, LP serve as Genever Holdings Corporation's bankruptcy counsel and British Virgin Islands counsel, respectively. Luc A. Despins, the Chapter 11 trustee appointed in Ho Wan Kwok's case, tapped Paul Hastings, LLP as bankruptcy counsel; Neubert, Pepe & Monteith as local and conflicts counsel; and Harney Westwood and Riegel as British Virgin Islands counsel. Pullman & Comley, LLC represents the official committee of unsecured creditors appointed in Ho Wan Kwok's bankruptcy case. GEORGE WASHINGTON: Denial of Tutor Perini's Priority Claim Affirmed ------------------------------------------------------------------- Circuit Judge Eunice C. Lee of the U.S. Court of Appeals for the Second Circuit affirms the district court's order denying Tutor Perini Building Corp. priority on its claim against the Debtor George Washington Bridge Bus Station Development Venture LLC. In this appealed case, Plaintiff-Appellant Tutor Perini Building Corp. believes 11 U.S.C. Section 365(b)(1)(A) applies to its claims for recovery against the Debtor George Washington Bridge Bus Station Development Venture LLC. In June of 2013, nearly two years after the Debtor and the Port Authority entered into the Ground Lease, the Debtor and Tutor Perini entered into an agreement for Tutor Perini to act as the general contractor for the redevelopment project. However, the Debtor and Tutor Perini found themselves in various disputes. Subsequently, in February of 2015, the Debtor filed an arbitration proceeding against Tutor Perini with the American Arbitration Association over the disputed bills Tutor Perini submitted. In October of 2019, the Debtor filed for Chapter 11 bankruptcy, which stayed the arbitration with Tutor Perini. Through the bankruptcy process, the Debtor sought to sell substantially all of its assets, which most notably meant selling its rights in the Ground Lease. Before the Debtor could sell the Ground Lease, it needed to satisfy the Bankruptcy Code's requirement that it "cure" any default in the Ground Lease. Accordingly, Tutor Perini objected to Debtor's selling the Ground Lease. In July 2020, the bankruptcy court approved the settlement with the Port Authority and held that "Tutor Perini could not reframe Debtor's alleged failure to pay it under the Construction Contract as a default under the Ground Lease." Tutor Perini appealed and the district court affirmed the bankruptcy court's order. The district court reasoned that "Tutor Perini could not be a third-party beneficiary of the Ground Lease because, among other things, the Ground Lease specifically named several third-party beneficiaries, and none of them were Tutor Perini." As to Tutor Perini's arguments about the lack of textual limits in Section 365(b)(1)(A), the district court held that it is generally "only the non-debtor party to an assumed executory contract" -- in this case, the Port Authority -- who can assert a "cure claim under Section 365(b)," and that Tutor Perini's position -- that "an economic interest in the Ground Lease short of "an actual contractual right can justify a cure claim -- would "turn the Bankruptcy Code's priority scheme on its head." The Second Circuit holds that: "to receive priority under Section 365(b)(1)(A), a creditor asserting a default must have some right to pursue a breach of contract claim under the executory contract or unexpired lease a debtor assumes under Section 365(a). . . A non-party to a contract assumed under Section 365(a) has no relevant bargain with the debtor and owes the debtor no performance under that contract. Affording that non-party administrative priority would let it cut the line and stand in front of even secured creditors in exchange for nothing." The Court concludes that the Bankruptcy Code does not entitle Tutor Perini -- a non-party to the Ground Lease -- to assert a cure claim under Section 365(b)(1)(A) based on a purported default under that lease. As to Tutor Perini's remaining claim that it has the status of a third-party beneficiary, Tutor Perini's claim fails because it is not a third-party beneficiary. The Second Circuit finds that "the Ground Lease specifically names certain "third-party beneficiaries of this Agreement," but nowhere does it name Tutor Perini or otherwise indicate that Tutor Perini was intended to be among them. This tells us that the "parties to the contract. . . intended the omission" of other third-party beneficiaries." The Second Circuit holds that "Section 365(b)(1)(A) does not provide a right of priority to a creditor who seeks payment from a debtor under one contract but whose assertion of uncured default arises from a separate contract in which the creditor has no contractual rights." Additionally, the Court concludes that "Tutor Perini is not a third-party beneficiary of the Ground Lease entitled to recover under the contract with the purported uncured default. Tutor Perini's expansive view of the priority rights conferred by 11 U.S.C. Section 365(b)(1)(A) is inconsistent with applicable principles of Bankruptcy Code interpretation, and its third-party beneficiary argument is inconsistent with controlling principles of New York contract law." Thus, the Court affirms the district court's judgment. The appealed case is captioned as IN RE: GEORGE WASHINGTON BRIDGE BUS STATION DEVELOPMENT VENTURE LLC, Debtor. TUTOR PERINI BUILDING CORP., Plaintiff-Appellant, v. NEW YORK CITY REGIONAL CENTER GEORGE WASHINGTON BRIDGE BUS STATION AND INFRASTRUCTURE DEVELOPMENT FUND, LLC, PORT AUTHORITY OF NEW YORK AND NEW JERSEY, GSNMF SUBCDE 12 LLC, UPPER MANHATTAN EMPOWERMENT ZONE DEVELOPMENT CORPORATION, DVCI CDE XIII, LLC, LIIF SUBCDE XXVI, LLC, GEORGE WASHINGTON BRIDGE BUS STATION DEVELOPMENT VENTURE LLC, Defendants-Appellees, KENNETH P. SILVERMAN, Chapter 7 Trustee of the Bankruptcy Estate of George Washington Bridge Bus Station Development Venture LLC, Trustee-Appellee, Case No. 21-2050-bk, (2d Cir.). A full-text copy of the Opinion dated April 10, 2023, is available https://tinyurl.com/46kftavk from Leagle.com. About George Washington Bridge Bus Station George Washington Bridge Bus Station Development Venture LLC the lead developer of a public/private venture renovation and improvement project for the George Washington Bus Station, located at the east end of the George Washington Bridge, which is owned and operated by the Port Authority of New York and New Jersey, George Washington Bridge Bus Station Development Venture LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-13196) on Oct. 7, 2019. In its petition, it estimated assets between $50 million and $100 million and liabilities between $100 million and $500 million. The case is handled by Honorable Judge Shelley C. Chapman. Cole Schotz P.C., led by Rebecca W. Hollander, is serving as the Debtor's counsel. HALL AT THE YARD: Unsecureds to Get Share of Income for 5 Years --------------------------------------------------------------- The Hall at the Yard, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Subchapter V Plan of Reorganization dated April 24, 2023. The Debtor owns and operates a food hall in Orlando, Florida, known as "The Hall on the Yard," which has nine different restaurants, five curated event spaces, and three cocktail bars. The Debtor operates the food hall through subleases or licenses with various vendors for the operation of restaurants at 1412 Alden Road in Orlando, Florida (the, "Property"). The Debtor leases the Property from Ivanhoe Place Propco, LLC. The Debtor's principal place of business is in Tampa, Florida. Unfortunately, the cost of the tenant improvements for the Property was higher than expected. The Debtor borrowed funds from various MCA lenders to help cover shortfalls. The debt to the MCA lenders and the exorbitant fees and costs associated therewith have been crippling. COVID also severely hurt the Debtor's business. The Debtor filed this bankruptcy case for the purpose of reorganizing and treating all creditors fairly and equitably. The final Plan payment is expected to be paid in the 60th month from confirmation of the Plan which is anticipated to be made in calendar year 2028. This Plan of Reorganization proposes to pay all creditors of the Debtor from projected disposable income derived from business operations. Class 4 consists of all non-priority unsecured claims. The Debtor estimates that the total amount of the unsecured allowed claims is approximately $5,005,110.00, which amount includes the unsecured deficiency claims of Classes 1 through 3. Each Holder of an allowed unsecured claim shall receive annual payments of such Holder's pro rata share of projected disposable income. The first payment shall be made on the first anniversary of the Effective Date and each year thereafter, with the last payment due on the fifth anniversary of the Effective Date. Class 5 consists of the allowed secured claim of the DIP Lender based on the DIP Loan in the amount of $75,000.00. The DIP Lender has a first priority senior lien on all assets of the Debtor as set forth in the DIP Loan documents and the Court's Final Order Granting Debtor's Emergency Motion or Authority to Obtain Post Petition Financing and Grant Senior Liens and Superpriority Administrative Expense Status. Class 6 consists of the equity interests of the Debtor, which consists of Jamal Wilson owning 58% of the Debtor, Tricera Hall at the Yard, LLC owning 21%, CBS Partners, LLC owning 10% and Wesley Burdette owning 11% of the Debtor. Class 6 claimants are retaining their equity interests. The Plan will be funded from income derived from projected disposable income. A full-text copy of the Subchapter V Plan dated April 24, 2023 is available at https://bit.ly/3VaMRFs from PacerMonitor.com at no charge. Attorneys for Debtor: Edward J. Peterson, Esq. Johnson Pope Bokor Ruppel & Burns, LLP 401 E. Jackson Street, Ste. 3100 Tampa, FL 33602 Telephone: (813) 225-2500 Email: epeterson@jpfirm.com 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 Johnson Pope Bokor Ruppel & Burns, LLP and Andrew Yurasko, a partner at IHT Group, LLC, serve as the Debtor's bankruptcy attorney and chief restructuring officer, respectively. HALL CATTLE: Bid to Use Cash Collateral Denied ---------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas denied the Emergency Motion for Authorization to Use Cash Collateral filed by Hall Cattle Feeders, LLC. The Court said the Debtor is not permitted to use cash collateral in which Capital Farm Credit holds a security interest without the consent of the Secured Creditor or further Court order. As previously reported by the Troubled Company Reporter, prior to the commencement of the case, the Debtor, along with co-debtors Dakota and Taylor Hall, entered into multiple loans with Capital Farm Credit, which including one real estate Note in 2019; and one line of credit in October 2022, for up to $5 million, of which $4.8 million was authorized and deposited prepetition. As of March 14, 2023, the total principal indebtedness owing by the Debtor to all creditors was approximately $7.415 million, together with interest, costs and attorney fees. A copy of the order is available at https://bit.ly/41Ws8Hy from PacerMonitor.com. About Hall Cattle Feeders LLC Hall Cattle Feeders LLC primarily operates in the cattle feedlots business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-20039) on March 14, 2023. In the petition signed by Dakota Hall, managing member, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Van W. Northern, Esq., at Northern Legal, PC, represents the Debtor as legal counsel. HARRIS ENERGY: Seeks Court Approval to Hire Mediator ---------------------------------------------------- Harris Energy Group, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to employ Richard Sankovitz, a retired judge, as mediator. Judge Sankovitz's services will include preparing for and presiding over the mediation session to be participated in by the Debtors, William Harris and Thomas Berutti; and facilitating the preparation of any settlement agreement, any necessary follow-up work, and reports to the court, if necessary. Judge Sankovitz will be paid an hourly fee of $395, plus reimbursement of actual and necessary expenses. In court filings, Judge Sankovitz disclosed that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Hon. Richard J. Sankovitz Resolute Systems, LLC 1661 N Water St, Suite 501 Milwaukee, WI 53202 Phone: (414) 276-4774 Email: rsankovitz@resolutesystems.com About Harris Energy Group Harris Energy Group, Inc. and affiliates own, operate, and develop hydroelectric power plants in Wisconsin, Michigan, Iowa, and Illinois, generating power for sale to public utilities, governmental agencies, and private power producers. The plants generate power when water from rivers or lakes flows through the blades of a turbine. The turbines are connected to a generator that makes electricity, which is then sold to either the Midcontinent Independent System Operation or other public entities or private companies through power purchase agreements. Harris Energy and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wis. Lead Case No. 23-21117) on March 16, 2023. In the petition signed by its chairman, William D. Harris, Harris Energy disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Katherine Maloney Perhach oversees the cases. The Debtors tapped Paul G. Swanson, Esq., at Steinhilber Swanson, LLP as legal counsel and MS Financial Services as financial advisor. HERMANOS GONZALES: Court Bars Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, entered an order approving the Emergency Motion to Prohibit Use of Cash Collateral filed by Gulf Capital Bank, a secured creditor and holder of claims against Gonzales South Texas Electric Corporation d/b/a Gonzales Commercial Electric, Inc. and Gonzales Commercial Electric - Central Texas. The Court said the Debtors are prohibited from using cash collateral, absent further Court order. If any of the Debtors receive any funds from any source, within two business days of such receipt, the Debtors will notify the Secured Creditors of the receipt of the funds, which the Debtors will complete by filing a notice on the docket in the jointly-administered bankruptcy case. A copy of the order is available at https://bit.ly/3oGQaYN 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. HERON DEVELOPMENT: Bunn Questions Treatment of Notes ---------------------------------------------------- Bunn Real Estate Holdings, LLC, successor in interest to Bunn, Inc., filed an objection to Heron Development, LLC's Disclosure Statement. Bunn Real Estate, LLC, by assignment, is the holder of a secured claim against the Debtor. The claim is evidenced by a Secured Promissory Note in the principal amount of $600,000 and by a Promissory Note in the principal amount of $100,000. Bunn points out that the Debtor's Disclosure Statement states that only one of the two Notes will be paid under the Plan, but does not report which one. Furthermore, the Debtor's Disclosure Statement does not state the classification or the treatment of the other Note, or whether Bunn's lien against the Real Estate will survive to the extent of the unpaid Note. Bunn further points out that the Disclosure Statement does not set forth sufficient information respecting the Debtor's assets and debts, or the treatment of claims against the Debtor and the Real Estate. Bunn asserts that Debtor's Disclosure Statement lacks adequate information to enable Bunn to make an informed judgment about the Plan, and whether to accept or reject the Plan. Accordingly, the Disclosure Statement fails to satisfy the requirements of 11 U.S.C. Sec. 1125(b). Counsel of Bunn Real Estate Holdings, LLC: Michael P. O'Hara, Esq. BARRETT McNAGNY LLP 215 East Berry Street Fort Wayne, IN 46801 Telephone: (260) 423-9551 Facsimile: (260) 423-8920 E-mail: mpo@barrettlaw.com About Heron Development Auburn, Ind.-based Heron Development, LLC filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Ind. Case No. 21-10912) on July 21, 2021, listing up to $10 million in assets and up to $50 million in liabilities. Stephen D. Brown, managing member of Heron Development, signed the petition. Judge Robert E. Grant oversees the case. R. William Jonas, Jr., Esq., at May Oberfell Lorber, is the Debtor's legal counsel. HERON DEVELOPMENT: US Trustee Says Disclosures Inadequate --------------------------------------------------------- Nancy J. Gargula, United States Trustee for Region 10, filed objections to the Heron Development, LLC's Disclosure Statement dated February 28, 2023. The U.S. Trustee points out that the Disclosure Statement does not include adequate information about how the Debtor will fund its Plan. It states that "the Debtor has made arrangements which will permit it to graduate to long-term financing." It further states that this long-term financing, anticipated to be $14 million, will repay all claims except the insider claims "at or shortly after closing of the long-term financing …". Elsewhere, under the "Means of Implementing the Plan" section, the Disclosure Statement states only that "[p]ayments and distributions under the Plan will be funded by the following: Long-term financing on terms acceptable to the Debtor." The Disclosure Statement does not provide any details of this arranged long-term financing, including what arrangements the Debtor has made; with whom have these arrangements been made; who is/are the lender(s); what are the terms of the financing; and what is the timing of the closing and the financing. No motion for authority to incur debt has been filed regarding this anticipated financing and the disclosures in the Disclosure Statement are inadequate to allow parties to make an informed judgment about the funding and the Plan. The U.S. Trustee further points out that the Disclosure Statement provides that of the anticipated $14 million in anticipated financing, the Debtor will "repay Legalist's claim in full, as well as other remaining claims which would not exceed $200,000. Other funds from the long-term financing will support the continued development and marketing of the Heron Lake project." The Disclosure Statement does not disclose the balance owed on Legalist's claim, nor does it disclose the amount owed to the remaining creditors or why the sum of $200,000 has any relevance. It also does not disclose how the other funds from the financing will be used to support the Debtor's reorganization, including whether insiders and equity security holders will be paid with these funds. As detailed below, this information is relevant as insiders, whose identity are not disclosed, are the only parties impaired under the Plan and entitled to vote The U.S. Trustee asserts that the Disclosure Statement and Plan provide that all of the classes except for Class 6, Insider Claims, are unimpaired and thus not entitled to vote for the Plan. If accurate, the Debtors' insiders would be the only Class entitled to vote. The classification of Classes 1-5 as unimpaired does not appear to be accurate under s 1124. According to the U.S. Trustee, at one place, the Plan seems to provide that Class 5 consists solely of three claimants; however, this information does not appear accurate. Although the undersigned did not review it in detail, the PACER Claims Docket in this case appears to list other general unsecured claims. At least one other claim on the Claims Docket, that of the U.S. Trustee at Claim #1, is a general unsecured claim that the Plan appears to exclude. The U.S. Trustee points out that the Disclosure Statement does not disclose the equity security holders of this Debtor and their percentage ownership. It also does not disclose the identity of any and all insiders that will be employed or retained by the reorganized debtor and/or the nature, amounts, and terms of any compensation for such insider(s). About Heron Development Auburn, Ind.-based Heron Development, LLC filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Ind. Case No. 21-10912) on July 21, 2021, listing up to $10 million in assets and up to $50 million in liabilities. Stephen D. Brown, managing member of Heron Development, signed the petition. Judge Robert E. Grant oversees the case. R. William Jonas, Jr., Esq., at May Oberfell Lorber, is the Debtor's legal counsel. INLAND BOAT: Amends SBA Secured Claim Pay Details ------------------------------------------------- Inland Boat Club, LLC, submitted a Modified Plan of Reorganization under Subchapter V. The Plan contemplates the sale of most of the Debtor's Assets to the Purchaser. The proceeds from the sale and certain retained Assets will be used to make required distributions to creditors under the Plan, to fund the litigation involved with Avoiding Actions and claims disputes, and to pay for the administration of the Plan, including distributions to creditors. The Plan and a separate auction and sale motion being filed by the Debtor contemplate the sale of the Debtor's Assets. The Sale Proceeds, which should be approximately $4,500,000 from the Sale of Assets and other Assets of the Debtor that are not being sold to the Purchaser are sufficient to pay most Allowed Secured Claims, Allowed Administrative and Priority Claims, provide funds for the Reorganized Debtor and Subchapter V Trustee to dispute claims made by certain parties asserting claims against the Debtor and causes of action including Avoiding Actions, and to make a meaningful distribution to Allowed Unsecured Claims. The data and analysis set forth in Exhibit A demonstrate that, assuming the Sale closes, the Debtor will be able to satisfy Allowed Secured Claims and Allowed Priority Claims in full while providing an estimated and meaningful distribution of about (17%) to holders of Allowed Unsecured Claims. Holders of Equity Interests in the Debtor will receive no distribution and retain nothing on account of their Equity Interests unless the Sale of most of the Assets results in a much higher sale amount or if Avoiding Actions and other litigation result in higher recoveries than anticipated. Class 1B consists of the Secured Claim of SBA. The Allowed Class 1B Secured Claim of SBA purports to be secured by all tangible and intangible assets. The Debtor and SBA have agreed to judgment determining that SBA does not have a perfected security interest in the Boats. The amount listed in SBA's proof of claim for SBA's claim is $161,049.66. SBA will retain its lien against Assets of the Debtor to the extent, with the validity, and with the priority that SBA is determined to hold against such Assets until the Class 1B Secured Claim is paid in full. If the value of the collateral securing the Class 1B Secured Claim is determined to be less than the amount of SBA's Allowed Claim as of the Petition Date, SBA's Allowed Secured Claim will be the value of the collateral and any shortfall with be an Allowed General Unsecured Claim. SBA will receive payment from the Sale Proceeds equaling the amount of its Allowed Secured Claim upon final determination of such amount, in full satisfaction of its Allowed Secured Claim. Upon receipt of such payment, SBA's on Assets of the Debtor shall be deemed released. Any amounts in excess of the Allowed Secured Claim will be treated as an Allowed General Unsecured Claim. Class 1B is impaired by the Plan. Like in the prior iteration of the Plan, Debtor has projected that holders of General Unsecured Claims will receive approximately 17% of the amount of their Allowed General Unsecured Claims. The funds required for the confirmation and performance of this Plan shall be provided from: (a) the credit bid of Westover, if it is the prevailing bidder, which has the effect of reducing the Allowed Secured Claim of Westover and is equivalent to cash; (b) cash proceeds of the Sale of the Debtor's Assets; (c) all other funds held by the Debtor as property of the estate on the date distributions begin under this Plan; and (d) recoveries by the Debtor, the Reorganized Debtor, the Subchapter V Trustee, and the Insider Litigation Trustee in Avoiding Actions pursued before and/or after confirmation of the Plan. A full-text copy of the Modified Subchapter V Plan dated April 24, 2023 is available at https://bit.ly/41ZzkCX from PacerMonitor.com at no charge. Attorneys for the Debtor: Kenneth L. Cannon II, Esq. Penrod W. Keith, Esq. Dentons Durham Jones Pinegar, P.C. 111 South Main Street, Suite 2400 P.O. Box 4050 Salt Lake City, UT 84110-4050 Telephone: (801) 415-3000 Facsimile: (801) 415-3500 Email: Kenneth.Cannon@dentons.com Penrod.Keith@dentons.com About Inland Boat Club Inland Boat Club, LLC -- https://www.inlandboatclub.com/ -- is a boat club for avid boaters and water sport enthusiasts. It is based in Lindon, Utah. Inland Boat Club sought bankruptcy protection under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No. 22-21879) on May 20, 2022, listing as much as $10 million in both assets and liabilities. D. Ray Strong of Berkeley Research Group serves as Subchapter V trustee. Judge R. Kimball Mosier oversees the case. Kenneth L. Cannon, II, Esq., and Penrod W. Keith, Esq., at Dentons Durham Jones Pinegar P.C., are the Debtor's bankruptcy attorneys. ISABEL ENTERPRISES: Association Balks at Plan Treatment ------------------------------------------------------- Creditor Elizabeth Lofts Condominiums Owners' Association objects to Isabel Enterprises, Inc. and Isabel, LLC's Third Amended Subchapter V Plan dated December 12, 2022, as Modified March 15, 2023. The Association says the modified Plan does not fully reflect the treatment of the Association's Class 4 Claim. For one thing, the Association's administrative expense claim is not listed in Exhibit B to the modified Plan and the estimated amount should be listed there. The Association also objects to the Plan unless the Plan, or an order approving the Plan, provides that the Association shall be entitled to enforce an uncured post-confirmation default under the HOA documents in any manner allowed under those documents and Oregon law. The Association objects to one aspect of the settlement by and between the Debtors and the SBA. That settlement proposes to alter the priority of the lien held by the Association on the real property (the "Property") owned by one of the debtors, Isabel, Inc. Of Attorneys for Elizabeth Lofts Condominiums Owners' Association: Bruce H. Orr, Esq. WYSE KADISH LLP 900 SW Fifth Avenue, Suite 2000 Portland, OR 97204 Telephone: (503) 228-8448 Facsimile: (503) 273-9135 E-mail: bho@wysekadish.com About Isabel Enterprises Isabel LLC owns two tax lots consisting of a commercial unit located at 330 NW 10th Avenue, #116, Portland, Oregon 97209 and a related parking unit. Historically, Isabel LLC leased the property to affiliate Isabel Enterprises, which operated a restaurant on the premises commonly known as the Isabel Pearl. Amid deteriorating conditions in the neighborhood and the pandemic, the restaurant shut operations in July 2019. Amid an impending sale of the property as a result of a foreclosure action initially instituted by the Condominium Owners' Association, Isabel Enterprises, Inc., and Isabel LLC sought Chapter 11 protection (Bankr. D. Ore. Lead Case No. 22-30801) on May 18, 2022. In its petition, Isabel Enterprises was estimated to have $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. The Hon. Peter C. Mckittrick oversees the cases. Oren B. Haker, Esq., of Stoel Rives LLP, is the Debtors' counsel. ISAGENIX WORLDWIDE: S&P Withdraws 'D' ICR on Distressed Exchange ---------------------------------------------------------------- S&P Global Ratings withdrew its 'D' ratings on Arizona-based Isagenix Worldwide Inc. at the issuer's request following the completion of its recent distressed exchange. JERK TACO: Unsecured Creditors Will Get 20% of Claims in Plan ------------------------------------------------------------- Jerk Taco Man Holdings, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Illinois a Small Business Plan of Reorganization dated April 24, 2023. The Debtor is an Illinois Limited Liability Company formed on March 24, 2016 under the laws of the State of Illinois. The Debtor is a carry-out restaurant that specializes in Jamaican. Jerk cuisine. The debtor like many other restaurants has been operating more in a rebounding capacity constantly trying to catch up on delinquencies to its creditors, ultimately culmination in the filing of the Chapter 11 Proceeding. At present, however, the business environment and operations of the restaurant have improved, with the reasonable likelihood of increasing revenue in the future. Class 1 consists of the Allowed Secured Claim of the U.S. Small Business Administration (hereinafter "the SBA"), totaling $164,948.63. The SBA shall receive on account of its secured claim payment in full plus interest at 3.75% for a total of $171,134.22 over a period of 60 months in aggregate monthly payments of 2,852.23. The SBA is further granted a replacement lien on the post-petition property of the Debtor, including but not limited to the inventory, machinery, furniture, and fixtures, accounts receivable, contract rights and general intangibles, and the proceeds thereof, to the same validity, extent, and priority as the SBA pre-petition lien. Class 2(a) allowed priority tax claims consists of Illinois Department of the Revenue (hereinafter "the IDOR"), totaling $522,258.48. The IDOR shall receive on account of its priority tax claim payment of 100% of its claim plus 3% interest in the total amount of $537,926.23 over a period of 60 months in the monthly payment amount of $8,965.43 unless IDOR agrees to different treatment under the Plan. Class 2(b) Priority Wage Claims pursuant to Section 507(a) 4 shall receive all their claim paid out at priority up to $10,000.00 per wage claim. The fourth priority claim in the total amount of $36,487.68 representing 100% of the outstanding claim in full `over 60 months in aggregate monthly payments of $608.12 pro-rata to each employee. Class 3 consist of the 16 allowed nonpriority unsecured claims in the total amount of $563,337.25. These claims will receive 20% of the total claim in the aggregate amount of $112,667.45 in monthly payments of $1,877.79 without interest. All payments shall begin on the 10st day of the month following the effective date of the Plan. This Class is impaired. Class 4 consists of Shareholder Interest. The Debtor is a closely held corporation. Julius B. Thomas is the sole Manager/Owner of the Debtor. Under the plan, Julius B. Thomas will retain his interest in the Debtor. Class 4 is not impaired by the plan. All of these assets of the Debtor and this estate shall vest in the Debtor upon Confirmation of the Plan subject only to the terms and conditions of this Plan. This Plan is self-executing. The Debtor shall not be required to execute any newly created documents to evidence the claims, liens or terms of repayment to the holder of any Allowed Claim. Furthermore, upon the completion of the payments required under this Amended Plan to the holders of Allowed Claims. A full-text copy of the Plan of Reorganization dated April 24, 2023 is available at https://bit.ly/3AwlOev from PacerMonitor.com at no charge. Debtor's Counsel: William E. Jamison, Jr., Esq. William E. Jamison & Associates 53 W. Jackson, Blvd. Suite #801 Chicago, IL 60604 Tel: (312) 226 â€“ 8500 Email: wjami39246@aol.com About Jerk Taco Man Holdings Jerk Taco Man Holdings, LLC, a Chicago-based company, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Ill. Case No. 23-00901) on Jan. 24, 2023, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Julius B. Thomas, manager and member, signed the petition. Judge Deborah L. Thorne oversees the case. The Debtor tapped William E. Jamison & Associates as legal counsel and Eric O'Neal January & Company as accountant. JET OILFIELD: Seeks Continued Cash Collateral Access ---------------------------------------------------- Jet Oilfield Services, LLC asks the U.S. Bankruptcy Court for the Western District of Texas, Midland Division, for entry of an order extending the Final Cash Collateral Order through July 31, 2023, pursuant to the budget. On November 22, 2022, the Court entered the Final Order authorizing the Debtor's cash collateral and providing adequate protection. The Final Cash Collateral Order was the result of extensive negotiations between the Debtor, b1BANK, Oso Reserves and the Official Committee of Unsecured Creditors. The budget on the Final Cash Collateral Order goes through January 31, 2023. On February 1, 2023, the Court an Order Granting Debtor's Motion to Extend Order for Use to of Cash Collateral. The Order extended the authority to use cash collateral until April 30, 2023. The Debtor has now prepared a budget for the period May-July 2023. A copy of the Debtor's motion and budget is available at https://bit.ly/40Gy4Uk from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $2,732,125 for April 2023; $2,596,000 for May 2023; $2,603,000 for June 2023; and $2,851,000 for July 2023. About Jet Oilfield Services, LLC Jet Oilfield Services, LLC provides support activities for mining, and oil and gas extraction industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 22-70126) on October 12, 2022. In the petition signed by Brian T. Owen, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Tony M. Davis oversees the case. Stephen W. Sather, Esq., at Barron and Newburger, PC, is the Debtor's legal counsel. Angelo DeCaro serves as the Debtor's Chief Restructuring Officer. JNJ HOME: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------- JNJ Home Health Care, Inc. asks the U.S. Bankruptcy Court for the Eastern District of New York for authority to use cash collateral and provide adequate protection. The Debtor has one secured creditor that asserts a "blanket lien" on all of the Debtor's assets that is held by the Small Business Administration in the amount of $510,000. On June 18, 2020, the Debtor obtained a secured economic disaster loan from the SBA. The Debtor executed and delivered to the SBA a Loan Authorization and Agreement, Note, and Security Agreement was granted a security interest in all of the Debtor's assets. The original principal amount of the loan was $150,000; however, on October 21, 2021, the Debtor's loan amount was increased to $510,000. Under the terms of the Note, repayment of the Loan was to be made in monthly installment payments over the course of 30 years with the first payment to be made 12 months from the date of the Note, at 3.75% interest per annum with each monthly payment in the amount of $731. Thereafter, on October 24, 2021, the Debtor applied for additional funds, and its loan amount was increased to $500,000; therefore, the monthly payment was increased to $2,521. The Debtor is scheduled to begin making payments towards the Loan in June 2023. To properly perfect its security interest in the Debtor's assets, on June 29, 2020, the SBA filed a UCC-1 Financing Statement with the New York Secretary of State, bearing "Filing Number 202006296348159". As of the Petition Date, the Debtor was indebted to the SBA in the approximate collective amount of $500,000. As adequate protection for the use of cash collateral, the Debtor will grant the SBA replacement liens in all of the Debtor's pre-petition and post-petition assets and proceeds. The Replacement Liens will be subject and subordinate only to: (a) United States Trustee fees payable under 28 U.S.C. Section 1930 and 31 U.S.C Section 3717; (b) professional fees of duly retained professionals in the Chapter 11 case as may be awarded; and (c) the fees and expenses of a hypothetical Chapter 7 trustee to the extent of $5,000. In addition to the liens and security interests proposed to be granted pursuant hereto, the Debtor will begin making the monthly debt service payments in June 2023. A copy of the motion is available at https://bit.ly/3n1e1SR from PacerMonitor.com. About JNJ Home Health Care, Inc. JNJ Home Health Care, Inc. is a provider of home healthcare services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bakr. E.D. N.Y. Case No. 23-41382) on April 24, 2023. In the petition signed by Caren D. Serieux-Bazelais, CEO, the Debtor disclosed $1,616,300 in assets and $3,550,540 in liabilities. James J. Rufo, Esq., at the Law Office of James J. Rufo, represents the Debtor as legal counsel. KAISER ALUMINUM: Moody's Lowers CFR to B1 & Unsecured Notes to B2 ----------------------------------------------------------------- Moody's Investors Service downgraded Kaiser Aluminum Corporation's Corporate Family Rating to B1 from Ba3, and its Probability of Default Rating to B1-PD from Ba3-PD. The ratings of senior unsecured notes were downgraded to B2 from B1. The company's Speculative Grade Liquidity Rating ("SGL") was downgraded to SGL-2 from SGL-1. The rating outlook remains stable. Downgrades: Issuer: Kaiser Aluminum Corporation Corporate Family Rating, Downgraded to B1 from Ba3 Probability of Default Rating, Downgraded to B1-PD from Ba3-PD Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 Senior Unsecured Regular Bond/Debenture, Downgraded to B2 from B1 Outlook Actions: Issuer: Kaiser Aluminum Corporation Outlook, Remains Stable RATINGS RATIONALE The ratings downgrade reflects the deterioration in Kaiser's operating and financial performance that has resulted in margin compression, high leverage, low coverage ratios and, overall, weakened credit profile. The downgrade also incorporates the uncertainty around the timing and the magnitude of the anticipated recovery in earnings, return to positive free cash flow generation and deleveraging. Kaiser's B1 Corporate Family Rating (CFR) reflects the robust market position of its semi-fabricated aluminum mill products in the commercial aerospace & defense, beverage and food packaging, automotive and general industrial end markets, and its long-standing customer relationships with airframe manufacturers, tier one automotive suppliers and large metal service centers. The company benefits from the pricing model that allows it to pass through contained metal costs on most of its sales through contracts that mitigates the impact of aluminum and alloy price volatility. The credit rating is also supported by improved end-market diversity following the acquisition of Warrick Rolling Mill assets from Alcoa in 2020 that added a non-cyclical, consumer-centric aluminum can and food packaging business. However, the credit profile is constrained by currently high financial leverage, the company's modest size and significant customer concentration. Kaiser faced significant challenges in 2021 related to supply chain issues, higher labor, energy and freight costs and complex integration of the Warrick mill, which resulted in increased operating costs, margin contraction and working capital outflow. These issues were exacerbated in 2022 by material supply chain challenges, mainly related to sourcing of magnesium from a key supplier, reduced aluminum scrap discounts, headwinds in passing through certain input, labor and energy costs which escalated in 2022, continued integration challenges at the Warrick rolling mill, the multi-week planned shutdown at the Trentwood plant and customer destocking in the latter part of the year. As a result, Kaiser's 2022 results were well below Moody's projections, with Moody's-adjusted EBITDA declining to $144 million from about $192 million in the prior year, and leverage rising to 7.6x in FY2022 from 5.8x in 2021. The combination of lower earnings, significant working capital outflow, increased capex and dividend payments resulted in negative Moody's-adjusted free cash flow of $255 million and materially reduced cash balances at the 2022 year-end. Moody's expect Kaiser earnings to evidence a moderate improvement in 2023 and a more material growth in 2024 supported by the continued recovery in the aerospace/high strength end-markets, the anticipated growth in light vehicle build rates and cost reduction and pricing actions that should partially recoup operating margins. However, the pace and the trajectory of the earnings recovery is uncertain amid continued inflationary cost pressures, softened demand and destocking in general engineering and packaging segments, and overall deteriorating macro environment. Moody's forecast that EBITDA, as adjusted by Moody's, will rise to about $170-180 million in 2023 and $230-250 million in 2024. Leverage is expected to decline to about 6.5-6.7x in 2023 and to below 5x in 2024. Moody's also expect negative free cash flow in excess of $100 million in 2023 with all of the operating cash flow absorbed by increased capex on the new roll coat line at Warrick, other growth initiatives, maintenance capex and dividend payments. Kaiser's good liquidity is expected to support the projected cash burn without materially impacting its liquidity profile. Moody's estimate that Kaiser will generate positive free cash generation in 2024. The stable outlook reflects Moody's expectations that Kaiser's performance will exhibit a gradual rebound over the next 12 to 18 months and that the company will maintain a good liquidity profile. The stable outlook also assumes that the company will return to positive free cash flow generation and leverage, measured as Moody's-adjusted debt/EBITDA, will decline to levels commensurate with B1 rating or better in 2024. Moody's lowered Kaiser's credit impact score to CIS-4 (highly negative) from CIS-3 (moderately negative) to reflect higher governance risk (G-4 issuer profile score) as evidenced by its persistently elevated financial leverage over the last few years. As such, governance consideration and, specifically, financial strategy & risk management is a key driver of the rating action. As a producer of flat-rolled aluminum products, Kaiser faces a number of ESG risks with respect to air emissions, wastewater discharges, water use, site remediation, human capital among other risks, and is subject to many environmental and labor laws and regulations in the regions in which it operates. Kaiser's SGL-2 speculative grade liquidity rating reflects its good liquidity profile supported by $57 million (as of December 31, 2022) in cash and $558 million available under its $575 million asset-based revolver (ABL). The ABL matures in April, 2027, subject to certain conditions. The availability under the ABL is based on advances against eligible accounts receivable and inventory. Moody's expect the company to draw on the ABL in 2023 and repay all revolver borrowing in 2024-2025. The company is expected to maintain compliance with its covenant - a minimum fixed charge coverage ratio covenant of 1.0:1.0, which is only applicable if borrowing availability under the revolving credit facility is less than $46 million, which is less than 10% of the committed facility. The B2 rating of the senior unsecured notes reflects the notes' effective subordination to the secured debt (ABL). The notes are guaranteed on a senior unsecured basis by each subsidiary guarantor of the asset-based revolver. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would consider an upgrade of Kaiser's credit ratings if leverage (adjusted debt/EBITDA) improves to below 4x, interest coverage (adjusted EBIT/Interest) increases to above 2.5x and an adjusted EBIT margin to above 5% on a sustained basis. Expectations of sustainable positive Moody's adjusted free cash generation is also a prerequisite the ratings upgrade. Kaiser's ratings could be downgraded if liquidity, measured as cash plus revolver availability, evidences a material deterioration, if the company makes debt-financed acquisitions at aggressive multiples or resumes its share repurchasing program before the recovery in its key end-markets, return to Moody's adjusted free cash flow generation and improvement in debt protection metrics. Quantitatively, ratings could be downgraded if the adjusted EBIT margin is expected to sustain below 4%, interest coverage (adjusted EBIT/Interest) below 2x and leverage were to remain above 5x. The principal methodology used in these ratings was Steel published in November 2021. Kaiser Aluminum Corporation, based in Franklin, Tennessee, currently operates 14 fabricating facilities throughout North America (13 in the US, and 1 in Canada). Kaiser produces value-added sheet, plate, extrusions, rod, bar, and tube primarily for aerospace, automotive, and general engineering market segments and aluminum sheet for packaging industry. The Company generated $3.4 billion in revenues in 2022. KJMN PROPERTIES: Taps Michele Samples of eXp as Real Estate Agent ----------------------------------------------------------------- KJMN Properties, LLC received approval from the U.S. Bankruptcy Court for the Northern District of California to employ Michele Samples, a real estate agent at eXp Realty of California, Inc. The Debtor requires the services of a real estate agent to sell its real property located at 4680 Meritage Ct., Gilroy, Calif. The commission is 3.5 percent of the final sales price of which 1.5 percent will be retained by the real estate agent while 2.0 percent will be paid to the broker of the property buyer. As disclosed in court filings, Ms. Samples is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. Ms. Samples can be reached at: Michele Samples eXp Realty of California, Inc. 2603 Camino Ramon Suite 200 San Ramon, CA 94583 Phone: 888-584-9427 About KJMN Properties KJMN Properties, LLC, a company in Gilroy, Calif., filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-50160) on Feb. 15, 2023. In the petition filed by its managing member, Kim Narog, the Debtor disclosed between $1 million and $10 million in both assets and liabilities. Judge Stephen L. Johnson oversees the case. The Debtor tapped the Law Offices of E. Vincent Wood as counsel and Rachel Sanchez-Parodi as senior tax specialist. LAKE DISTRICT: Seeks to Hire Glankler Brown as Legal Counsel ------------------------------------------------------------ The Lake District, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to hire Glankler Brown, PLLC as its legal counsel. The Debtor requires legal counsel to render services relating to its reorganization proceeding, including, but not limited to, the preparation and submission to creditors of a Chapter 11 plan of reorganization and assistance with the sale of the Debtor's assets. The firm will bill these rates: Michael P. Coury, Member $500 per hour Ricky L. Hutchens, Associate $350 per hour Mandi Benson, Paralegal $220 per hour Michael Coury, attorney at Glankler Brown, disclosed in a court filing that his firm neither represents nor holds any interest adverse to the Debtor in the matters upon which it is to be engaged. The firm can be reached through: Michael P. Coury, Esq. Glankler Brown, PLLC Suite 400, 6000 Poplar Avenue Memphis, TN 38119 Tel: 901-576-1886 Email: mcoury@glankler.com About The Lake District LLC The Lake District, LLC is a retail and residential development in Lakeland, Tenn. Lake District sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-21496) on March 24, 2023, with total assets of $80,244,507 and total liabilities of $47,247,115. Yehuda Netanel, Lake District manager, signed the petition. Judge Jennie D. Latta oversees the case. The Debtor is represented by Michael P. Coury, Esq., at Glankler Brown, PLLC. LAURA'S ORIGINAL: Court OKs Cash Collateral Access Thru May 19 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of California authorized Laura's Original Boston Brownies, Inc. to continue using the cash collateral of Comerica Bank on an interim basis through May 19, 2023. The Debtor is permitted to use cash collateral to pay its reasonable, ordinary, and necessary expenses in accordance with the budget, with a 15% variance. To provide the lender adequate protection, Comerica is granted a full replacement lien on and security interest in all tangible and intangible personal property of the Debtor acquired post-petition. The Debtor and Comerica are directed to continue to meet and confer regarding the Debtor's continued use of cash collateral and Comerica's adequate protection during the case. The Debtor is ordered to: a. cooperate in providing Comerica reasonable access to the Debtor's current financial data; b. provide Comerica and/or its designee with guest access to the Debtor's QuickBooks accounting software; c. provide Comerica and/or its designee with guest access to Debtor's NetSuite accounting software; d. maintain its accounting software entries in the ordinary course of business; e. update its accounting software twice a week with fresh, accurate, and complete data to reflect the Debtor's daily operations; and f. provide Comerica with regular reports on deposits made into the Debtor's California Bank and Trust account. A continued hearing on the matter is set for May 15 at 3 p.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3L7fij7 from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $236,253 for April 2023; and $158,840 for May 2023. About Laura's Original Boston Brownies, Inc. Laura's Original Boston Brownies, Inc. offers low sugar, high fiber, and clean label products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 23-00656) on March 13, 2023. In the petition signed by Laura Katleman, chief executive officer, the Debtor disclosed $6,651,309 in assets and $6,498,970 in liabilities. Judge Christopher B. Latham oversees the case. Paul Leeds, Esq., at Franklin Soto Leeds LLP, represents the Debtor as legal counsel. LAWRENCE GENERAL HOSPITAL: S&P Affirms 'B-' Long-Term Bond Rating ----------------------------------------------------------------- S&P Global Ratings revised the outlook to stable from negative and affirmed its 'B-' long-term rating on Massachusetts Development Finance Agency's revenue bonds, issued for Lawrence General Hospital (LGH). "The outlook revision reflects our view of LGH's near-term operational stability given the significant increase in state funding in fiscal 2023, which is expected to keep the hospital in compliance with all its financial covenants under the master trust indenture in fiscal 2023," said S&P Global Ratings credit analyst Anne Cosgrove. However, LGH continues to face structural imbalance that has been exacerbated by recent industry pressures, notably increased labor costs and inflation. S&P said, "The stable outlook reflects our view that LGH has some near-term operational relief with the significant state funding to remain in compliance with all its master trust indenture covenants in fiscal 2023, as well as all upcoming debt and operating payments. Furthermore, we expect the additional funding, along with a decrease in expenses and improved operations, will help maintain current levels of unrestricted reserves. "We could revise the outlook to negative or lower the rating during the outlook period if operations do not improve, unrestricted reserves decline, or there are material changes in special funding or state support given LGH's dependence on these sources of funding. We could also lower the rating if LGH is not in compliance with financial covenants in fiscal 2023. We could also consider a lower rating if we see increased market pressure that threatens the hospital's position as the leading tertiary care provider in its primary service area. "We do not view a higher rating as likely over the outlook period, given the significant operating losses and thin liquidity, as well as LGH's reliance on significant and unpredictable state funding." LECLAIRRYAN PLLC: Trustee Gets Court Approval for Ex-Client Deal ---------------------------------------------------------------- Leslie A. Pappas of Law360 reports that the ex-CEO of a defunct blood test company who filed a $603 million malpractice suit against LeClairRyan before the Virginia law firm filed for bankruptcy in 2019 has agreed to settle her claim with its bankruptcy estate for $300,000. The Bankruptcy Court approved the settlement. Lynn L. Tavenner, Trustee, and not individually but solely in her capacity as the Chapter 7 trustee of the bankruptcy estate, sought approval of the settlement with LaTonya Mallory. On Dec. 29, 2017, Claimant filed a civil action in the Circuit Court for the City of Richmond, Virginia, claiming that she was injured by LeClairRyan's malpractice. The case was styled Latonya Mallory v. LeClairRyan, A Professional Corporation, Case No. CL17-6164-8 ("Virginia Malpractice Case"). The same was timely reported to LeClairRyan's various professional liability insurers, including but not limited to Alterra American Insurance Company ("Markel") under policy number MAXA7PL0001058 issued for the policy period from January 1, 2013 to January 1, 2014 (the "Markel Policy"). On Aug. 8, 2019, the Circuit Court for the City of Richmond issued its memorandum opinion sustaining LeClairRyan's demurrer and dismissing the Virginia Malpractice Case. On Sept. 5, 2019, Claimant noticed her appeal from the ruling dismissing the Virginia Malpractice Case and subsequently obtained a stay order from the Virginia Supreme Court given the filing of the Bankruptcy Case on Sept. 3, 2019. On Dec. 2, 2019, Claimant filed in the Case Proof of Claim No. 48. On Dec. 23, 2022, the Trustee objected to the Proof of Claim (the "Objection"), and thereafter filed a motion for summary judgment seeking to have the Court sustain the Objection and disallow the Proof of Claim on various grounds. Claimant then objected to the Motion for Summary Judgement, and the matter was set to be heard before the Bankruptcy Court on March 28, 2023, and also filed a motion for relief from Stay. The Trustee and Claimant agreed to fully resolve and settle, without admission of liability, the Proof of Claim, the Motion for Relief, and all matters related to LeClairRyan. Pursuant to the Settlement, Claimant shall receive $300,000 from proceeds of the Markel Policy in exchange for a complete and absolute release including but not limited to withdrawing with prejudice the Proof of Claim and the Motion for Relief and dismissing with prejudice the Virginia Malpractice Case. The Trustee maintains that the Settlement is in the best interest of the Estate, as it resolves a $603 million claim with proceeds of the Markel Policy and does not require the Estate to use any of its funds to pay the Settlement Amount. About LeClairRyan PLLC Founded in 1988, LeClairRyan PLLC is a national law firm with 385 attorneys, including 160 shareholders, at its peak. The firm represented thousands of clients, including individuals and local, regional, and global businesses. Following massive defections by its attorneys LeClairRyan, members of the firm in July 2019 voted to effect a wind-down of the Debtor's operations. LeClairRyan PLLC sought Chapter 11 protection (Bankr. E.D. Va. Case No. 19-bk-34574) on Sept. 3, 2019, to effect the wind-down of its affairs. In its Chapter 11 petition, the firm listed a range of 200-999 creditors owed between $10 million and $50 million. The firm claims assets of $10 million to $50 million. The Hon. Kevin R Huennekens is the case judge. Richmond attorneys Tyler Brown and Jason Harbour of Hunton Andrews Kurth represented LeClairRyan in the case. Protiviti was the Debtor's financial adviser for the liquidation. The bankruptcy case was converted to a Chapter 7 liquidation on Oct. 24, 20219. Lynn L. Tavenner was named a Chapter 7 trustee, and then Benjamin C. Ackerly, a successor trustee. The Chapter 7 trustee Ackerly's counsel: Tyler P. Brown Hunton Andrews Kurth LLP Tel: 804-788-8200 E-mail: tpbrown@huntonak.com M.A.R. DESIGNS: Disposable Income & Property Sale to Fund Plan -------------------------------------------------------------- M.A.R. Designs & Construction, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas a Subchapter V Plan of Reorganization dated April 24, 2023. Debtor is a Texas corporation with its corporate offices in Alton, Texas. MAR began its business of land development and home construction on or around June 2007. Mario A. Rodriguez is the founder and the Managing Member of M.A.R. Designs & Construction, Inc. The primary asset of the Debtor is real estate located in Hidalgo County, Texas. The Debtor owns 21 developed lots in the M.A.R. Subdivision of Hidalgo County, Texas at 3421 N. Shary Rd. Mission, Texas, an apartment 4 plex in Pharr, Texas, and a 1.8 undivided tract on Shary Road at 3421 N. Shary Rd. Mission, Texas. Under the plan, the unsecured creditor fund as per a 5-year projection is expected to amount to $2,591,936 or 56% payout, if every unsecured creditor claim is allowed. However, the Subchapter V Trustee, whom will manage the sale of the real estate inventory and the disposable income, shall have unfettered authority under Court orders, to shorten timelines to sell property of the estate and fund the plan. The Debtor believes that its assets are sufficient to fund an effective feasible plan. The Debtor has provided its asset valuation analysis in that shows $2,430,226 in total assets, most of which are real estate lots. Even assuming a $198,000 Comack claim, the secured claim totals are $505,388.86 while the Priority claims are $5,781.42. Paying out the Secured and priority claims would leave $1,919,055.72 to the unsecureds. The Debtor's financial projections show that there is a reasonable likelihood that the Debtor will have projected Disposable Income sufficient to pay all Allowed Claims in full with interest. One of the main determinants of the plan treatment is not whether the Debtor will timely fund the plan, but rather whether the unsecured and other litigating claimants will timely obtain final non-appealable judgments entitling them to then participate in quarterly distributions. The Debtor's performance under this Plan is dependent upon the generation of Disposable Income to pay Allowed Claims. The Debtor commits to sell real asset assets sufficient to pay Allowed Claims in full and commits his Disposable income to pay Allowed Claims in full within 3 years and five years if necessary as determined by the Court. The Debtor has over 15 years of land development experience and housing construction which it will continue to use to generate revenue to fund the plan for the benefit of the unsecured claimants whose claims are allowed through them obtaining final non-appealable judgments. The final Plan payment is expected to be paid on the third-year anniversary of the Effective Date but the Court will be the arbiter of whether a 5-year plan is in the best interest of the unsecured creditors. This Plan of Reorganization proposes to pay creditors of the Debtor from an infusion of new capital by Debtor principal, future Debtor income from land development, third party contract work, housing construction, loan proceeds, and sale of assets. Class 3 consists of all non-priority unsecured claims under § 502 of the Code to the extent allowed. All non-priority unsecured claims under Section 502 of the Code that are Allowed Claims shall accrue interest at the rate of 4% per annum from the Effective Date and shall be paid in full on the 3rd anniversary of the Effective Date. To secure payment, holders of Class 3 Allowed Claims shall be given a second lien and security interest against the Debtor's Real Estate Collateral on a pari passu basis. In addition, once Allowed Claims under Classes 1 and 2 are paid in full, Allowed Claims under Class 3 shall begin to receive pro-rata shares of the Debtor's Disposable Income on a quarterly basis until they are paid in full. The Debtor does not believe there will be any Allowed Claims under Class 3. However, to the extent the Debtor is wrong and there are Class 3 Allowed Claims. Class 3 is impaired. The Subchapter V Trustee shall be responsible for distributions to Allowed Claims in this Class 3 and will liquidate real estate as necessary to fund the plan. The Subchapter V Trustee shall possess and exercise complete dominion over the real property of the estate and all disposable income and any funds established for the unsecured claimants. Class 4 consists of potential creditors listed in Debtor's schedules as disputed but who did not file a proof of claims on or before the bar date of May 8, 2023. All potential claims against the Debtor that were not filed in either bankruptcy estate on or before the bar date of May 8, 2023 that have not been separately classified. This includes but is not limited to Carlos Lozano Gonzalez, Individually, COPESA LLC, Adrian Gonzalez, and Kelvin Construction LLC, Parties within Class 4 shall not receive any recovery under the Plan. Class 4 is impaired. Class 5 consists of the Equity Interests of Mario Rodriguez in M.A.R. Designs & Construction, Inc., who is 100% interest owner. The equity holder in M.A.R. Designs & Construction, Inc. shall retain his 100% ownership interest in M.A.R. Designs & Construction, Inc. The payments contemplated in this Plan shall be funded from the post-confirmation operations (land development, housing construction, contract work for third-parties) of the Debtor, from the regular sale of the existing Investment Properties and any new structures constructed or lots developed by Debtor, new money from Debtor's principal, collection of accounts receivables and from Disposable Income from the Debtor's Operations. A full-text copy of the Subchapter V Plan dated April 24, 2023 is available at https://bit.ly/3L8fVch from PacerMonitor.com at no charge. Counsel for Debtor: Antonio Martinez, Jr., Esq. Law Office of Antonio Martinez, Jr., PC 515 W. Nolana Ave., Ste. B McAllen, TX 78504 Telephone: (956) 683-1090 Email: martinez.tony.jr@gmail.com About M.A.R. Designs & Construction M.A.R. Designs & Construction, Inc., began its business of land development and home construction on or around June 2007. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-70001) on Jan. 1, 2023, with as much as $1 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. The Law Office of Antonio Martinez, Jr., P.C., and Carr Riggs & Ingram, LLC serve as the Debtor's legal counsel and accountant, respectively. MALLINCKRODT PLC: Trust Can't be Used to Pay Opioid MDL Attorneys ----------------------------------------------------------------- Rick Archer of Law360 reports that a Delaware bankruptcy judge said Wednesday, April 19, 2023 that local Texas governments can't draw from an opioid claims trust established in drugmaker Mallinckrodt's Chapter 11 plan to pay legal fees incurred in state multidistrict opioid litigation. About Mallinckrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors tapped Latham & Watkins, LLP and Richards, Layton & Finger, P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray, LLP as litigation counsel; Torys, LLP as CCAA counsel; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP as restructuring advisor. Prime Clerk, LLC is the claims agent. The official committee of unsecured creditors retained Cooley, LLP, as its legal counsel; Robinson & Cole, LLP as co-counsel; and Dundon Advisers, LLC as financial advisor. On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an official committee of opioid-related claimants. The OCC tapped Akin Gump Strauss Hauer & Feld, LLP as its lead counsel; Cole Schotz as Delaware co-counsel; Province, Inc. as financial advisor; and Jefferies, LLC as investment banker. * * * Mallinckrodt plc on June 16, 2022, announced that it has successfully completed its reorganization process, emerged from Chapter 11 and completed the Irish Examinership proceedings. Implementing the Plan and the Scheme strengthens the Company's balance sheet, reduces its total debt by approximately $1.3 billion and enables it to move forward with more than $250 million in cash and cash equivalents on hand. The Plan and Scheme include key legal settlements that resolve opioid claims brought against the Company and litigation matters involving Acthar Gel, among other claims, and provides for significant equitization of the Company's guaranteed unsecured notes. MARCH ON HOSPITALITY: Unsecureds to Get Full Payment in Plan ------------------------------------------------------------ March on Hospitality LLC submitted a First Liquidating Chapter 11 Plan of Reorganization. Class 2 General Unsecured Claims will be treated as follows: * Each holder of an Allowed Class 2 Claim shall be paid in full as soon as practicable after the Effective Date from the Estate Funds, along with interest on each such Allowed Claim from the Petition Date calculated using the Plan Rate. * Before making any Distributions on behalf of any Allowed Class 2 Claim, the Court shall determine the amount necessary to fund the Claim Reserve Fund in an amount sufficient to fully satisfy all unsatisfied Unclassified Claims and the Bank's Class 1 Secured Claim, and the Debtor shall fully fund the Claim Reserve Fund before making any Distribution on behalf of any Allowed Class 2 Claim. * To the extent that any Class 2 Claim is Contested, before making any Distribution on account of other Class 2 Claims which are Allowed, the Reorganized Debtor shall hold back sufficient funds to ensure that the holders of any such Contested Claims will receive the same proportional Distributions if the Disputed Claim is Allowed. * The La Quinta Claim shall constitute a Contested Claim. The Plan will be funded through the Estate Funds. "Estate Funds" shall mean the funds held by the Estate on the Effective Date, including the balance of the Net Sale Proceeds held by the Debtor on the Effective Date, or which are received by the Reorganized Debtor after the Effective Date. Attorneys for the Debtor: J. Robert Forshey, Esq. Suzanne K. Rosen, Esq. FORSHEY & PROSTOK LLP 777 Main St., Suite 1550 Fort Worth, TX 76102 Telephone: (817) 877-8855 Facsimile: (817) 877-4151 E-mail: bforshey@forsheyprostok.com srosen@forsheyprostok.com A copy of the Plan of Reorganization dated April 14, 2023, is available at https://bit.ly/40emLlT from PacerMonitor.com. About March on Hospitality March on Hospitality LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-40140) on Jan. 17, 2023. In the petition signed by Douglas Whatley, the Debtor disclosed up to $10 million in both assets and liabilities. Jude Mark X. Mullin oversees the case. Suzanne K. Rosen, Esq., at Forshey & Prostok, LLP, represents the Debtor. MERMAID BIDCO: Moody's Affirms 'B2' CFR, Outlook Remains Stable --------------------------------------------------------------- Moody's Investors Service affirmed Mermaid Bidco Inc.'s (dba "Datasite") corporate family rating at B2, probability of default rating at B2-PD and the company's senior secured credit facility rating at B2 following the announcement that it plans to raise an incremental $400 million equivalent of USD and/or EUR senior secured term loans due December 2027 to repay approximately $365 million of unrated Holdco PIK toggle notes due December 2028 issued at Mermaid Holdco Inc. ("Holdco"), an indirect parent of Datasite. The outlook is stable. "More than two turns of additional secured debt and expected revenue and earnings weakness over the next several quarters will raise Datasite's debt-to-EBITDA to around 6.0x and weakly positions the company's CFR at B2," said Moody's AVP-Analyst Oleg Markin. The affirmation of the B2 CFR reflects Datasite's high revenue visibility, very high EBITDA margins, prudent financial strategies and strong cash flow generation, as well as the company's solid track record of revenue growth and profit margin expansion that have enabled rapid deleveraging since the 2020 LBO. The proposed refinancing eliminates structural complexity and the high interest burden associated with the PIK toggle notes. The terms and conditions under the add-on term loan will be similar to the company's existing $631 million term loan (outstanding as of January 31, 2022). Moody's anticipates the interest rate may be higher for the incremental term loan relative to the existing loans. All ratings are subject to the execution of the transaction as currently proposed and Moody's review of final documentation. RATINGS RATIONALE Datasite's B2 CFR reflects the company's high debt-to-EBITDA leverage (Moody's adjusted), estimated at around 5.3x as of January 31, 2022 (approximately 5.9x when expensing for capitalized software development costs) pro forma for the proposed refinancing and its concentrated operations within the financial services segment, with exposure to volatility in currently-disrupted global capital markets. Revenue scale of less than $450 million expected in fiscal 2023 (ended January) is modest compared to many other services industry issuers also rated in the B2 category. The virtual data room industry remains fragmented and highly competitive with susceptibility to evolving changes in technology. The rating also considers corporate governance risks given the company's private equity ownership, particularly with respect to the potential for more aggressive financial strategies, such as shareholder distributions and large debt-funded acquisitions. Moody's anticipates revenue will decline in fiscal 2024 (ends January) due to diminished global capital and transaction market activity. Datasite's ratings could become pressured if there is a protracted period of low global activity. Support is provided by the company's defensible market position and long operating history as a provider of secure online workspaces with a global reputation for product reliability and security, as well as geographic diversification. The company's good track record of high customer renewal rates and highly re-occurring sales generated from repeat business from financial services clients provide for good revenue predictability. Datasite has very high EBITDA margins expected in a low 40% range driven by its highly-scalable technology and prudent cost management. The company has implemented a wide-variety of revenue and cost initiatives to combat anticipated revenue declines, while also investing into its platform for future growth. Moody's expects Datasite will maintain good liquidity over the next 12-15 months, including maintaining free cash flow-to-debt (Moody's adjusted) above 5%. Sources of liquidity consist of approximately $76 million of cash at close of the proposed refinancing, expectation for strong annual cash flow generation of around $80-90 million (excluding potential acquisitions), and nearly full access to its $100 million multi-currency revolving credit facility expiring 2026. Moody's does not anticipate any revolver loans over the next 12-15 months. Moody's believes that all available liquidity sources to the company provide good coverage relative to the annual 1% mandatory USD term loan amortization (no required amortization on EUR tranche), paid quarterly. There are no financial maintenance covenants applicable to the term loans, but the revolver is subject to a springing maximum senior secured first lien net leverage ratio (as defined in the credit agreement) of 7.5x if the amount drawn exceeds more than 40% of the revolving credit facility. Moody's expects the company would maintain wide covenant compliance over the next 12-15 months if the covenant is tested. The stable outlook reflects Moody's expectation that debt-to-EBITDA (Moody's adjusted) will decline steadily to below 5.5x while liquidity sources remain good over the next 12-18 months as the company navigates near term challenges, and that revenue and EBITDA will begin to grow in late FY'24. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade » Profitably grows its revenue scale and service line diversity, » Debt-to-EBITDA (Moody's adjusted) maintained below 4.0 times, » Free cash flow-to-debt (Moody's adjusted) in the high-single digits, and » A defined commitment to maintain conservative financial policies. Factors that could lead to a downgrade » Weaker than expected operating performance, » Free cash flow-to-debt (Moody's adjusted) sustained below 5%, » Debt-to-EBITDA (Moody's adjusted) sustained above 5.5 times, diminished liquidity or » Implementation of more aggressive financial policies. Affirmations: Issuer: Mermaid Bidco Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Bank Credit Facility, Affirmed B2 Outlook Actions: Issuer: Mermaid Bidco Inc. Outlook, Remains Stable Datasite provides secure, on demand SaaS information management and collaboration services to enterprise and advisory customers which help them manage their complex, confidential and regulated business information. Moody's expects that the company generated revenue of less than $450 million in FY'23 (ending January 2023). Datasite is largely owned by affiliates of private equity sponsor CapVest Partners LLP. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. MILLER'S QUALITY MEATS: Seeks Approval to Hire Bonus Accounting LLC ------------------------------------------------------------------- Miller's Quality Meats, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Bonus Accounting, LLC as its accountant. The Debtor needs an accountant to maintain accurate financial records, file state and local taxes and past-due payroll tax returns, and apply for tax benefits, including Employment Retention Credits. Bonus Accounting will charge an hourly fee of $120 and an additional fee of $270 per quarter for quarterly payroll services. Ongoing accounting services will be billed on a monthly basis. Meanwhile, the firm will charge $325 per hour for ERC tax credit analysis and application. Its fee will be capped at 10 percent of the total ERC funds received. Kenny Bonus of Bonus Accounting disclosed in a court filing that his firm neither holds nor represents any interest adverse to the Debtor and its estate. The firm can be reached through: Kenny Bonus, CPA Bonus Accounting, LLC 703 W Old Rte 422 Butler, PA 16001 Tel: 724-282-7557 Fax: 724-282-4088 Email: Kenny@BonusAccounting.com About Miller's Quality Meats Miller's Quality Meats, LLC produces and sells dried, spiced and smoked meat products to both retail and individual customers. Miller's Quality Meats sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-22280) on Nov. 17, 2022. In the petition signed by its managing member, James Perko, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Jeffery A. Deller oversees the case. The Debtor tapped Ryan J. Cooney, Esq., at Cooney Law Offices as bankruptcy counsel and Bonus Accounting, LLC as accountant. MISSISSIPPI CENTER: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------------- Mississippi Center for Advanced Medicine, P.C. asks the U.S. Bankruptcy Court for the Southern District of Mississippi for authority to use cash collateral for the time period from April 22, 2023, through May 5, 2023. Over a year after MCAM opened its doors, University of Mississippi Medical Center filed a lawsuit on July 14, 2017, in the Circuit Court of Hinds County, Mississippi, Cause No. 17-410, against MCAM, MCAM's founder Dr. Spencer Sullivan, and Dr. Nina Washington who was an employee of MCAM that MCAM recruited from UMMC. Nearly two years later -- and almost three years after MCAM began -- UMMC filed a second lawsuit on June 28, 2019, in the U.S. District Court for the Southern District of Mississippi, Case No. 3:19-cv-459, against MCAM and Dr. Sullivan, along with former UMMC employees Linnca McMillan, Sue Stevens, and Rachel Henderson Harris. Years later, these lawsuits remain pending and MCAM continues to vigorously defend itself. The claims in the two lawsuits largely overlap and center around UMMC's allegation that Dr. Sullivan, for various reasons, did not open MCAM properly and that he and Dr. Washington were contractually prohibited from practicing medicine near UMMC after leaving there. Since the filing of the federal action, the litigation has focused on UMMC's federal trademark claims and a spreadsheet identifying 168 hemophilia patients who received care at UMMC. UMMC contends that this Patient List was a trade secret and that it was improperly taken so MCAM could use it to solicit these patients to transfer their clinical care and pharmacy orders from UMMC to MCAM after Dr. Sullivan left. Although MCAM denies the Patient List is a trade secret and maintains that Dr. Sullivan had the right and need to use patient information for purposes of patient care and guaranteeing a smooth transition for patients once he left UMMC, the federal court has ruled that UMMC has prevailed on the question of trade secret liability. Despite MCAM's defenses to UMMC's claims that taking a copy of the Patient List was improper, a default judgment has been entered against MCAM and the individual defendants in UMMC's federal lawsuit due to instances of discovery misconduct. Nurses McMillan and Stevens and former MCAM employee Nurse Henderson were untruthful in depositions in the state court lawsuit when asked if a copy of the Patient List was taken from UMMC to MCAM. Separately, Dr. Sullivan was untruthful in his deposition when he denied possessing an external hard drive and thumb drive that contained emails from Dr. Sullivan's time at UMMC, as well as sensitive and private information that would have caused unnecessary embarrassment if produced. Dr. Sullivan attested to the fact that no one at MCAM had anything to do with, or any knowledge of, his withholding the external drives. Similarly, Stevens and McMillan stated that no one requested or authorized their conduct. Nonetheless, the federal court imposed a default judgment on MCAM, Dr. Sullivan, Nurse McMillan, and Nurse Stevens. UMMC earlier dismissed its claims against Nurse Henderson. A damages-only jury trial is set to begin on October 30,2023, regarding the amount that MCAM and the other remaining defendants in the federal case were unjustly enriched as a result of misappropriating UMMC's trade secrets (primarily, the Patient List). In the federal litigation, UMMC is not seeking any lost profits. UMMC's damages claim is based solely on an unjust-enrichment theory claiming that MCAM should be disgorged from any profits related to pharmacy charges for the patients on the Patient List even if UMMC did not lose any profits as a result. UMMC seeks to disgorge MCAM of all of these profits since opening nearly six years ago, in the amount of close to $30 million. In addition, UMMC seeks punitive damages against MCAM in an amount that could total close to $90 million, plus UMMC's attorneys' fees. UMMC's damages theory posits that it should receive, in perpetuity, MCAM's pharmacy profits flowing from the hemophilia patients who continued their care with Dr. Sullivan at MCAM. BankPlus is the Debtor's principal secured lender and it asserts various interests in some of the Debtor's personal property including, without limitation, the Debtor's accounts receivable. Further, the Bank asserts interests in cash collateral. The Debtor requires the use of cash collateral to continue essential operations, acquire goods and services, and pay other necessary and essential business expenses. As adequate protection, the Bank will be granted replacement security interests in, and liens on, all post-Petition Date acquired property of the Debtor and the Debtor's bankruptcy estates that is the same type of property that the Bank holds a pre-petition interest, lien or security interest. The amount of each of the Replacement Liens will be up to the amount of any diminution in value of the Bank's collateral position from the Petition Date. The priority of the Replacement Liens will be in the same priority as the Bank's pre-pctition interests, liens and security interests in similar property. Any Replacement Lien granted will be effective and perfected upon the date of entry of the interim order granting the Motion without necessity for the execution or recordation of filings of deeds of trust, mortgages, security agreements, control agreements, pledge agreements, financing statements or similar documents, or the possession or control by the Bank of, or over, any property subject to the Replacement Liens. A copy of the Debtor's motion and budget is available at https://bit.ly/449DNok from PacerMonitor.com. The Debtor projects $961,352 in gross profit and $869,149 in total expenses for the period from April 22 to May 5, 2023. About Mississippi Center for Advanced Medicine Mississippi Center for Advanced Medicine, P.C. is a healthcare organization in Mississippi that integrates subspecialty care, clinical pharmacy services, and care coordination for patients with pediatric, congenital, and maternal fetal disorders. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-00962) on April 21, 2023. In the petition signed by Jordan Robinson, vice president and chief operating officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Jamie A. Wilson oversees the case. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC, represents the Debtor as legal counsel. MOUNTAIN EXPRESS: Seeks to Hire Raymond James as Investment Banker ------------------------------------------------------------------ Mountain Express Oil Company and affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Raymond James & Associates, Inc. as their investment banker. The Debtors require an investment banker to: a. review and analyze the Debtors' business, operations, properties and financial condition; b. evaluate the Debtors' debt capacity, including by advising the Debtors generally as to available financing and assist in the determination of an appropriate capital structure; c. evaluate potential transaction alternatives and strategies; d. prepare documentation within Raymond James's expertise that is required in connection with a transaction; e. identify interested parties regarding one or more particular transactions; f. contact interested parties on behalf of the Debtors and with prior written consent by the Debtors, which Raymond James, after consultation with the Debtors' management, believes meet certain industry, financial and strategic criteria, and assist the Debtors in negotiating and structuring a transaction; g. advise the Debtors as to potential business combination transactions; h. advise the Debtors on tactics and strategies for negotiating with stakeholders; i. advise the Debtors on the timing, nature and terms of any new securities, other considerations or other inducements to be offered to their stakeholders in connection with any restructuring transaction; and j. participate in the Debtors' board of directors meetings as determined by the Debtors to be appropriate, and, upon request, provide periodic status reports and advice to the board with respect to matters falling within the scope of Raymond James's retention. The firm will be compensated as follows: a. Monthly Advisory Fee and Database Expense Amount. Beginning April 1, 2023 and on the first business day of every month thereafter during the term of the Engagement Letter, the Debtors shall pay Raymond James an amount equal to $150,000. The first two Advisory Fees received by Raymond James prior to the Petition Date shall be credited in full against any Transaction Fee. b. Financing Transaction Fee. If, during the Term or during the 12 months following any termination of the Engagement Letter, any Financing Transaction is agreed upon and subsequently closes, whether on a stand-alone basis or to consummate any other Transaction, the Debtors shall pay Raymond James immediately and directly out of the proceeds of the placement, at the Financing Transaction Closing of each Financing Transaction as a cost of sale of each Financing Transaction, a non- refundable cash transaction fee equal to the greater of: (A) $1,750,000 (Minimum Financing Transaction Fee), and (B) the sum of (1) two percent (2.0 percent) of the Proceeds of all first lien senior secured notes and bank debt raised, and (2) three percent (3.0 percent) of the Proceeds of any second lien or junior debt capital raised, and (3) five percent (5.0 percent) of equity or equity-linked securities raised. Provided, however, that to the extent the Financing Transaction includes an uncommitted accordion or similar credit feature, the Financing Transaction Fee for such accordion or similar feature shall be payable upon the commitment of such credit facility or it's funding irrespective of the date of such commitment or funding. Notwithstanding the foregoing, the Minimum Financing Transaction Fee shall not apply to any debtor-in-possession financing ("DIP Financing"). c. Restructuring Transaction Fee. If, during the Term or during the Tail Period, either (i) one or more Forbearances is/are entered into between the Debtors and its secured lenders that have on or more Forbearance Periods aggregating more than twelve (12) months, or (ii) any Restructuring Transaction is agreed upon and subsequently closes, or any amendment to or other changes in the instruments or terms pursuant to which any Existing Obligations were issued or entered into becomes effective (as applicable, a "Restructuring Transaction Closing"), regardless of when such Restructuring Transaction Closing occurs, the Debtors shall pay Raymond James a non-refundable cash transaction fee of $2,500,000 (the "Restructuring Transaction Fee"). The Debtors shall pay the Restructuring Transaction Fee, as a cost of the Restructuring Transaction to Raymond James upon the earlier of (1) the closing of each Restructuring Transaction or (2) the date on which any amendment to or other changes in the instruments or terms pursuant to which any Existing Obligations were issued or entered into became effective. d. Forbearance Fee. If, during the Term, one or more Forbearances is/are entered into between the Debtors and its secured lenders that have a term or terms aggregating more than three (3) months, but less than twelve (12) months (each a "Forbearance Period"), the Debtors will, upon the execution and delivery of the applicable Forbearance documentation, pay Raymond James a nonrefundable cash transaction fee of $300,000 (a "Forbearance Fee"). If the Debtors enter into a Forbearance Period(s) aggregating more than three (3) months but less than twelve (12) months during the Term, the Debtors shall only be obligated to pay Raymond James one Forbearance Fee. If, during the Term, Forbearance Periods aggregate more than twelve (12) months, the Debtors will, upon the execution and delivery of the applicable Forbearance documentation, pay Raymond James the Restructuring Transaction Fee. e. Business Combination Transaction Fee. If, during the Term or during the Tail Period, any Business Combination Transaction closes (the "Business Combination Closing" and together with any Financing Transaction Closing or Restructuring Transaction Closing, each a "Closing") or is agreed upon and subsequently closes (regardless of when such Business Combination Closing occurs), the Debtors shall pay Raymond James immediately and directly out of the proceeds at the Business Combination Closing, as a cost of sale of such Business Combination Transaction, a non-refundable cash transaction fee (the "Business Combination Transaction Fee" and together with any Financing Fee, Restructuring Fee or Forbearance Fee, each a "Transaction Fee") equal to the greater of (A) $3,500,000 and (B) two and one-fourth percent (2.25 percent) of "Transaction Value". f. Alternative Transaction. Notwithstanding the foregoing, if in lieu of a Business Combination Transaction, during the Term or during the Tail Period, any Alternative Transaction closes (the "Alternative Transaction Closing") or is agreed upon and subsequently closes (regardless of when the Alternative Transaction occurs), Raymond James will be paid a customary advisory fee for transactions of similar size and nature (but in no event less than $3,500,000), as mutually agreed upon by the Parties (the "Alternative Transaction Fee") and any reference to a "Business Combination Transaction" in the Engagement Letter (other than under Section 2(e)(i) thereof) will be deemed to refer to such Alternative Transaction. Should one or more Alternative Transactions be agreed upon or close within the Term or the Tail Period that, together with the previously agreed-upon or closed Alternative Transaction, constitutes in the aggregate a Business Combination Transaction, an additional fee will be payable to the extent that the Business Combination Transaction Fee is greater than the previously paid Alternative Transaction Fee, provided, however, that in no event shall the total. Alternative Transaction Fees be greater than the Business Combination Transaction Fee. g. Break-Up Amount. Additionally, if the Debtors or their securityholders enter into a Definitive Agreement regarding a Business Combination Transaction that is later terminated, and the Debtors or their securityholders receives a "break-up," "termination" or similar fee or payment including, without limitation, any judgment for damages or amount in settlement of any dispute as a result of such termination, the Debtors will pay Raymond James a cash fee (the "Break-up Amount") equal to 35 percent of all such amounts promptly upon receipt by the Debtors or their securityholders. As disclosed in court filings, Raymond James is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Geoffrey Richards Raymond James & Associates, Inc. 320 Park Ave, FL 12 New York, NY 10022 Phone: 281-679-3940 Email: geoffrey.richards@raymondjames.com About Mountain Express Oil Company Mountain Express Oil Company operates in the fuel distribution and retail convenience industry. As one of the largest fuel distributors in the American South, the company and its affiliates serve 828 fueling centers and 27 travel centers across 27 states. Mountain Express Oil Company and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90147) on March 18, 2023. In the petition signed by its chief restructuring officer, Michael Healy, Mountain Express Oil Company disclosed $100 million to $500 million in both assets and liabilities. Judge David R. Jones oversees the cases. Pachulski Stang Ziehl & Jones, LLP represents the Debtors as bankruptcy counsel. The Debtors also tapped Raymond James Financial, Inc. as investment banker and FTI Consulting, Inc. as financial advisor. Michael Healy, senior managing director at FTI, serves as the Debtors' chief restructuring officer. Kurtzman Carson Consultants, LLC is the claims, noticing and solicitation agent and administrative advisor. 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 Marcus Helt, Esq. MOUNTAIN EXPRESS: Taps Michael Healy of FTI as CRO -------------------------------------------------- Mountain Express Oil Company and affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire FTI Consulting, Inc. and designate the firm's senior managing director, Michael Healy, as their chief restructuring officer. The Debtors require a restructuring advisor to: -- assist in the preparation of first day motions; -- develop the Debtors' matrix of creditors; -- assist the Debtors in the development or refinement of a 13-week or 26-week cash flow forecast and any associated debtor-in-possession financing forecast; -- provide the Debtors with strategic communication services in connection with the overall restructuring; -- advise the Debtors in other pre-filing operational preparedness activities including accounting cut-off and payment controls among others; -- assist in the development of monthly operating reports and any other necessary financial disclosures; -- identify accounting system capabilities for post-filing cut off and on-going implementation of cut-off processes; -- prepare statements of financial affairs and schedules of assets and liabilities; -- develop and monitor claims data base including analysis of claims for accuracy, entity and classification; -- assist in the development of emergence accounting protocols and statement; and -- assist the Debtors with updating and monitoring support for a 13-week or 26-week cash flow forecast and associated DIP financing forecast. FTI's standard hourly rates for 2023 are as follows: Senior Managing Directors $1,125 - $1,495 Directors / Senior Directors / Managing Directors $835 - $1,055 Consultants/Senior Consultants $475 - $750 Administrative / Paraprofessionals $175 - $325 In addition, the firm will seek reimbursement for expenses incurred. FTI received a retainer in the total amount of $350,000. Mr. Healy disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Healy FTI Consulting, Inc. 1166 Avenue of the Americas, 15th Floor New York, NY 10036 Tel: +1 212 813 9435 Email: michael.healy@fticonsulting.com About Mountain Express Oil Company Mountain Express Oil Company operates in the fuel distribution and retail convenience industry. As one of the largest fuel distributors in the American South, the company and its affiliates serve 828 fueling centers and 27 travel centers across 27 states. Mountain Express Oil Company and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90147) on March 18, 2023. In the petition signed by its chief restructuring officer, Michael Healy, Mountain Express Oil Company disclosed $100 million to $500 million in both assets and liabilities. Judge David R. Jones oversees the cases. Pachulski Stang Ziehl & Jones, LLP represents the Debtors as bankruptcy counsel. The Debtors also tapped Raymond James Financial, Inc. as investment banker and FTI Consulting, Inc. as financial advisor. Michael Healy, senior managing director at FTI, serves as the Debtors' chief restructuring officer. Kurtzman Carson Consultants, LLC is the claims, noticing and solicitation agent and administrative advisor. 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 Marcus Helt, Esq. MOUNTAIN EXPRESS: Taps Pachulski as Bankruptcy Counsel ------------------------------------------------------ Mountain Express Oil Company and affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Pachulski Stang Ziehl & Jones, LLP as their general bankruptcy counsel. The Debtors require a bankruptcy counsel to: a. assist, advise, and represent the Debtors in their consultations with estate constituents regarding the administration of their Chapter 11 cases; b. assist, advise, and represent the Debtors in any manner relevant to the Debtors' financing needs, asset dispositions, and leases and other contractual obligations; c. assist, advise, and represent the Debtors in any issues associated with the acts, conduct, assets, liabilities, and financial condition of the Debtors; d. assist, advise, and represent the Debtors in the negotiation, formulation, and drafting of any plan of reorganization and disclosure statement; e. assist, advise, and represent the Debtors in the performance of their duties and the exercise of their powers under the Bankruptcy Code, the Bankruptcy Rules, and any applicable local rules and guidelines; and f. provide such other necessary advice and services as the Debtors may require in connection with these Chapter 11 cases. The hourly rates of the firm's attorneys and staff are as follows: Partners $895 - $1,995 Of Counsel $875 - $1,525 Associates $725 - $895 Paraprofessionals $425 - $595 Jeffrey Pomerantz, Esq., a partner at Pachulski, 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. Pachulski disclosed the following information in response to the request for additional information set forth in Paragraph D.1. of the U.S. Trustee Guidelines: a. Pachulski did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. b. No rate for any of the professionals included in this engagement varies based on the geographic location of the bankruptcy case. c. The billing rates and material financial terms for the post-petition period remain the same as the pre-bankruptcy period. and d. The Debtors and the firm have discussed an anticipated budget for these Chapter 11 cases. Pachulski can be reached through: Jeffrey N. Pomerantz, Esq. Pachulski Stang Ziehl & Jones, LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067-4003 Tel: 310-277-6910 Email: jpomerantz@pszjlaw.com About Mountain Express Oil Company Mountain Express Oil Company operates in the fuel distribution and retail convenience industry. As one of the largest fuel distributors in the American South, the company and its affiliates serve 828 fueling centers and 27 travel centers across 27 states. Mountain Express Oil Company and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90147) on March 18, 2023. In the petition signed by its chief restructuring officer, Michael Healy, Mountain Express Oil Company disclosed $100 million to $500 million in both assets and liabilities. Judge David R. Jones oversees the cases. Pachulski Stang Ziehl & Jones, LLP represents the Debtors as bankruptcy counsel. The Debtors also tapped Raymond James Financial, Inc. as investment banker and FTI Consulting, Inc. as financial advisor. Michael Healy, senior managing director at FTI, serves as the Debtors' chief restructuring officer. Kurtzman Carson Consultants, LLC is the claims, noticing and solicitation agent and administrative advisor. 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 Marcus Helt, Esq. MRC GLOBAL: Moody's Rates New $300MM Senior Secured Term Loan 'B3' ------------------------------------------------------------------ Moody's Investors Service assigned a B3 rating to MRC Global (US) Inc.'s proposed $300 million senior secured term loan. MRC's B2 Corporate Family Rating, B2-PD Probability of Default Rating, B3 rating on its existing $295 million senior secured term loan, its Speculative Grade Liquidity Rating (SGL) of SGL-2 and its stable outlook remain unchanged. MRC plans to use the proceeds from the new term loan to pay off the borrowings on its existing term loan and to cover associated fees and expenses. The rating on the existing term loan will be withdrawn when the refinancing is completed. Assignments: Issuer: MRC Global (US) Inc. Backed Senior Secured Term Loan B, Assigned B3 (LGD5) RATINGS RATIONALE MRC Global (US) Inc.'s credit profile (B2 corporate family rating) reflects its inconsistent free cash flow generation, volatile operating results, history of periodic debt financed acquisitions and shareholder returns, exposure to carbon transition risks and highly competitive and cyclical end markets, and modest profit margins. The rating is supported by the company's moderate leverage and ample interest coverage, solid scale and global position in certain sectors of the energy industry, its focus on reducing its reliance on the oil & gas sector and its cost cutting and liquidity raising initiatives during industry downturns. The rating also considers its modest capital spending requirements and the countercyclical nature of its working capital investment, which provides the ability to substantially reduce debt with free cash flow during industry downturns. Moody's expects MRC's operating performance to strengthen in 2023 along with energy sector fundamentals. Therefore, Moody's anticipate the company will produce adjusted EBITDA of about $250 million in 2023 versus $213 million in 2022. MRC benefitted from increased activity in all of its segments in 2022. As a result, its adjusted EBITDA more than doubled from the depressed level of only $90 million in 2021 when its operating results were impacted by the pandemic and last in, first out (LIFO) inventory accounting, which increased its cost of sales by $77 million. Moody's do not make adjustments to the income statement related to LIFO, as Moody's believe that cost of goods sold on a LIFO basis is a better method of matching current costs with revenue. MRC's cash flow has been volatile historically and influenced by working capital changes. Moody's anticipate it will generate free cash flow in 2023 despite continued working capital investments to support increased demand as capital spending remains limited. Its credit metrics will strengthen due to its improved operating performance. Moody's anticipate its leverage ratio (debt/EBITDA) will decline to about 2.0x - 2.25x from 2.6x in December 2022 and its interest coverage (EBITA/Interest) will rise to around 5.2x - 5.4x from 4.4x. These metrics will be strong for the B2 corporate family rating, but rating upside is constrained by the company's limited end market diversity with significant exposure to the oil & gas sector which faces high long term carbon transition risks, as well as its low profit margins and highly volatile operating history. MRC's SGL-2 speculative grade liquidity rating reflects its good liquidity profile. The company had total liquidity of $638 million as of December 31, 2022, including $32 million of cash and availability of approximately $606 million on its $750 million global ABL facility that matures in September 2026 (unrated). The facility had only $45 million in outstanding borrowings and $18 million of letters of credit issued, but the borrowing base was limited by MRC's historically low level of inventory and receivables. MRC's stable outlook reflects Moody's expectation that its operating performance will strengthen in 2023 and its credit metrics will remain robust for the rating in the near term. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING A ratings upgrade could be considered if the company reduces its exposure to carbon transition risks and sustains operating margins above 4.0% and a return on invested capital above 6.0%. A downgrade could occur if MRC fails to maintain a strong liquidity profile and its operating results and credit metrics weaken and its leverage ratio (Debt/EBITDA) is sustained above 6.0x, its interest coverage ratio (EBITA/Interest) below 1.5x or its return on invested capital below 4.0%. MRC Global (US) Inc. is a global distributor of pipes, valves, and fittings (PVF) and related products and provides other services to the energy sector, utilities and other sectors. Its reporting segments include gas utilities (storage and distribution of natural gas), downstream, industrial & energy transition (crude oil refining, petrochemical and chemical processing, general industrials and energy transition projects), upstream production (exploration, production and extraction of underground oil & gas), midstream pipeline (gathering, processing and transmission of oil & gas). The company operates out of approximately 13 distribution centers and 110 service centers located in the principal industrial, hydrocarbon producing and refining areas of the United States, western Canada, Europe, Asia, Australasia, the Middle East and the Caspian region. The company is headquartered in Houston, Texas and generated revenues of about $3.4 billion for the 12-month period ended December 31, 2022. The principal methodology used in this rating was Steel published in November 2021. NEW ORLEANS CREMATION: Unsecureds to Get 100 Cents on Dollar ------------------------------------------------------------ New Orleans Cremation Service, Inc. d/b/a New Orleans Funeral and Cremation Service filed with the U.S. Bankruptcy Court for the Eastern District of Louisiana a Plan of Reorganization under Subchapter V dated April 24, 2023. The Debtor is a Louisiana Domestic Corporation chartered on July 6, 2021 with its principal place of business located at 9200 I-10 Service Road, New Orleans, Louisiana 70127. On November 12, 2021, the Debtor purchased, by a Credit Sale, those premises municipally designated 9200 I-10 Service Road, New Orleans, Louisiana 70127 specifically mortgaging, affecting and hypothecating the afore-mentioned property unto First Guaranty Insurance Company. On the sale date, the principal balance owed was $405,000.00. The Debtor's principal, Mr. Gary Lewis, is a native South Carolinian whose family has been in the funeral home business for over a century. While none of Mr. Lewis' family members are in any way related or associated with the Debtor's business or its activities, Mr. Lewis has gained a wide breadth in the funeral home business, working as a child in his grandfather's funeral parlor. The Plan Proponent's financial projections show that the Debtor will have projected disposable income $15,000.00 per month. The final Plan payment is expected to be paid on or about December 1, 2028. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from operations and/or future income. Non-Priority Unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. This Plan provides for full payment of Administrative Expenses and Priority Claims. Class 2(a) consists of the claim of First Guaranty Insurance Company. This class will be paid $1,249.58 for 60 months until all arrearages are paid in full. ($63,106.03 arrears at 7% interest. Class 3 consists of Non-Priority Unsecured Creditors. After the payments commence on the claim of First Guaranty Insurance Company, (estimated to occur in July 2023 of the Plan) Unsecured Creditors will receive their pro-rata share of $750.00 per month until paid in full at 5.25%. This Class is impaired. Class 4 consists of Equity Security Holders of the Debtor. After payment in full of all claims falling into Classes 1-3, all Equity interests of the Debtor will be re-vested to Gary Lewis. The Plan will be implemented from the Debtor's cash flow. Gary Lewis will continue to serve as the sole member/manager of the reorganized Debtor. A full-text copy of the Plan of Reorganization dated April 24, 2023 is available at https://bit.ly/3L9CXzx from PacerMonitor.com at no charge. Counsel for Debtor: Robert L. Marrero, Esq. Robert L. Marrero, LLC 401 Whitney Ave., Suite 126 Gretna, LA 70056 Telephone: (504) 366-8025 Facsimile: (504)366-8026 Email: office@bobmarrero.com About New Orleans Cremation Service New Orleans Cremation Service, Inc. is a Louisiana Domestic Corporation chartered on July 6, 2021 with its principal place of business located at 9200 I-10 Service Road, New Orleans, Louisiana 70127. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 23-10105) on Jan. 24, 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 Meredith S Grabill presides over the case. Robert Marrero, LLC represents the Debtor as legal counsel. O.R. DEAN CONSTRUCTION: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of O.R. Dean Construction Inc., according to court dockets. About O.R. Dean Construction O.R. Dean Construction Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 23-12180) on March 21, 2023, with as much as $1 million in both assets and liabilities. Judge Robert A. Mark oversees the case. The Debtor is represented by Van Horn Law Group, P.A. PACIFICCO INC: Seeks to Hire Weil Gotshal as Bankruptcy Counsel --------------------------------------------------------------- Pacificco Inc., Catalina Marketing Corporation and their debtor-affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Weil, Gotshal & Manges LLP as their attorneys. The firm will render these services: (a) take all necessary action to protect and preserve the Debtors' estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved and the preparation of objections to claims filed against the estate; (b) prepare legal papers; (c) take necessary actions in connection with any Chapter 11 plan, including a post-petition sale process and such further actions as may be required to administer the Debtors' estate; (d) take necessary action to protect and preserve the value of the Debtors' estate and all related matters; and (e) perform other necessary legal services. Weil will charge these hourly fees: Partners/Counsel $1,375 to $2,095 Associates $750 to $1,345 Paraprofessionals $295 to $530 The firm received from the Debtor an advance fee of $135,420.32 In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Weil provided the following: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. Response: Weil represented the Debtors for approximately seventeen months prior to the Petition Date. As of Jan. 1, 2023, Weil's customary hourly rates were $1,375 to $2,095 for partners and counsel, $750 to $1,345 for associates, and $295 to $530 for paraprofessionals. Weil's billing rates and material financial terms with respect to this matter have not changed postpetition. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Weil is developing a prospective budget and staffing plan for these chapter 11 cases. As disclosed in court filings, Weil is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Gary T. Holtzer, Esq. Weil Gotshal & Manges, LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Email: gary.holzer@weil.com About Catalina Marketing Catalina Marketing Corporation provides an extensive network of in-store, point-of-sale data acquisition and promotional delivery systems, present in approximately 22,000 retail locations in the U.S. Catalina is currently party to agreements with approximately 59 retailer partners to utilize Catalina's networked servers and high-speed printers at multiple POS locations in each of the retailers' stores. Catalina Marketing and 14 affiliated entities sought Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York on March 28, 2023. Affiliate PacificCo Inc. (Bankr. S.D.N.Y. Case No. 23-10470) is the lead case. The Debtors listed $100 million to $500 million in estimated assets and liabilities on a consolidated basis. The petitions were signed by Michael Huffmaster as chief financial officer. The Hon. Philip Bentley oversees the cases. Garty T. Holtzer, Esq., Kevin Bostel, Esq., and Rachael Foust, Esq., at Weil, Gotshal & Manges LLP, serve as the Debtors' counsel. FTI Consulting, Inc., serves as the Debtors' financial advisor. Houlihan Lokey is the Debtors' investment banker. Kurtzman Carson Consultants LLC is the Debtors' claims, noticing and solicitation agent. Catalina and several affiliates previously sought Chapter 11 bankruptcy protection on Dec. 12, 2018 with a prepackaged plan that would reduce debt by $1.6 billion. The 2018 lead case was In re Checkout Holding Corp. (Bankr. D. Del. Case No. 18-12794). In the 2018 petition, Catalina disclosed funded debt of $1.9 billion as of the bankruptcy filing. Assets were in the range of $1 billion to $10 billion. On January 31, 2019, the Hon. Kevin Gross confirmed the company's Plan of Reorganization allowing Catalina to reduce debt by more than 80% from about $1.9 billion to about $280 million upon emergence. In the 2018 Plan, first lien lenders owed $55 million on a first lien revolver and $1.02 billion on a first lien term loan were slated to receive their pro rata share of 90% of the equity in the reorganized Debtors, subject to dilution by a contemplated management incentive plan. Second Lien Lenders owed $460 million on a second-lien term loan will receive their pro rata share of 10% of the New Common Stock, subject to dilution. Allowed general unsecured claims were paid in the ordinary course and otherwise unimpaired. PACIFICCO INC: Taps Kurtzman Carson as Administrative Advisor ------------------------------------------------------------- Pacificco Inc., Catalina Marketing Corporation and their affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Kurtzman Carson Consultants, LLC as their administrative advisor. The Debtors require an administrative advisor to: (a) assist with, among other things, solicitation, balloting and tabulation of votes, prepare any related reports in support of confirmation of a Chapter 11 plan, and process requests for documents; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs, and gather data in conjunction therewith; (d) provide a confidential data room, if requested; and (e) manage and coordinate any distributions pursuant to a Chapter 11 plan. The Debtors paid Kurtzman a retainer in the amount of $10,000. As disclosed in court filings, Kurtzman is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert Jordan Kurtzman Carson Consultants, LLC 222 N. Pacific Coast Highway, 3rd Floor El Segundo, CA 90245 Tel: (310) 823-9000 Fax: (310) 823-9133 Email: rjordan@kccllc.com About Catalina Marketing Catalina Marketing Corporation provides an extensive network of in-store, point-of-sale data acquisition and promotional delivery systems, present in approximately 22,000 retail locations in the U.S. Catalina is currently party to agreements with approximately 59 retailer partners to utilize Catalina's networked servers and high-speed printers at multiple POS locations in each of the retailers' stores. Catalina Marketing and 14 affiliated entities sought Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York on March 28, 2023. Affiliate PacificCo Inc. (Bankr. S.D.N.Y. Case No. 23-10470) is the lead case. The Debtors listed $100 million to $500 million in estimated assets and liabilities on a consolidated basis. The petitions were signed by Michael Huffmaster as chief financial officer. The Hon. Philip Bentley oversees the cases. Garty T. Holtzer, Esq., Kevin Bostel, Esq., and Rachael Foust, Esq., at Weil, Gotshal & Manges LLP, serve as the Debtors' counsel. FTI Consulting, Inc., serves as the Debtors' financial advisor. Houlihan Lokey is the Debtors' investment banker. Kurtzman Carson Consultants LLC is the Debtors' claims, noticing and solicitation agent and administrative advisor. Catalina and several affiliates previously sought Chapter 11 bankruptcy protection on Dec. 12, 2018 with a prepackaged plan that would reduce debt by $1.6 billion. The 2018 lead case was In re Checkout Holding Corp. (Bankr. D. Del. Case No. 18-12794). In the 2018 petition, Catalina disclosed funded debt of $1.9 billion as of the bankruptcy filing. Assets were in the range of $1 billion to $10 billion. On January 31, 2019, the Hon. Kevin Gross confirmed the company's Plan of Reorganization allowing Catalina to reduce debt by more than 80% from about $1.9 billion to about $280 million upon emergence. In the 2018 Plan, first lien lenders owed $55 million on a first lien revolver and $1.02 billion on a first lien term loan were slated to receive their pro rata share of 90% of the equity in the reorganized Debtors, subject to dilution by a contemplated management incentive plan. Second Lien Lenders owed $460 million on a second-lien term loan will receive their pro rata share of 10 percent of the New Common Stock, subject to dilution. Allowed general unsecured claims were paid in the ordinary course and otherwise unimpaired. PENN TREATY: TCM Credit to Hold Auction of LLC Interests -------------------------------------------------------- In accordance with applicable provisions of the Uniform Commercial Code of the States of Delaware, Pennsylvania and New York, TCM Credit REIT LLC ("Secured party") will sell at public auctions all limited liability company interests held by Penn Treaty Mezz Borrower LLC, Waterview Grande LP, 800 North Delaware Mezz Borrower LLC, and 1 Brown Street Mezz Borrower LLC ("pledgor") in 1 Brown Street Associates LP, 800 North Delaware Avenue Associates LP, 1 Brown Street Owner LLC and 800 North Delaware Owner LLC ("pledged entity"). The equity interest secure indebtedness owing by the Pledgor to secured party in a principal amount of not less than $9,372,083.66 plus unpaid interest, attorney's fees and other charges including the costs to sell the equity interests ("debt"). The public auction sale will be held by virtual bidding via zoom and at secured party's sole option, in-person in the offices of Sills, Cummis & Gross PC, 101 Park Avenue, 28th Floor, New York, New York 10178. The URL address and password for the online video conference will be provided to all confirmed participants that have properly registered for the public sale. The public sale will be conducted by auctioneer Matthew D. Mannion, of Mannion Auctions LLC. Parties interested in bidding on the equity interests must contact Brock Cannon, secured party's broker, Newmark via email at NewmarkUCCTeam@ngkf.com. Upon execution of s standard non-disclosure agreement, additional documentation and information will be available. Interested parties who do not contact Broker and register before the public sale will not be permitted to participate in bidding at the public sale. Additional information can be found at https://rimarketplace.com/listing.33364/ucc-foreclosure-sale-multifamily-philadelphia-pa. PHOENIX BUILDING: Seeks to Hire Madoff & Khoury as Legal Counsel ---------------------------------------------------------------- The Phoenix Building Management LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Madoff & Khoury, LLP to handle its Chapter 11 case. The hourly rates of the firm's attorneys and staff are as follows: Partners $415 Associates $315 Paralegals $160 Administrative Staff $160 Madoff & Khoury received a retainer in the amount of $11,738, of which $3,000 was used to pay for the firm's pre-bankruptcy services. David Madoff, Esq., a partner at Madoff & Khoury, 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 B. Madoff, Esq. Madoff & Khoury LLP 124 Washington Street, Suite 202 Foxborough, MA 02035 Telephone: (508) 543-0040 Facsimile: (508) 543-0020 Email: alston@mandkllp.com About The Phoenix Building Management The Phoenix Building Management LLC owns two commercial and eight residential units (currently fully tenanted) located at 315-321 Union St., Rockland, Mass., having an appraised value of $2.4 million. Phoenix Building Management filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-10579) on April 14, 2023, with $2,500,000 in assets and $1,627,000 in liabilities. The petition was signed by William T. Barry as manager. David B. Madoff, Esq., at Madoff & Khoury, LLP represents the Debtor as counsel. PLYWEALTH INVESTMENT: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Plywealth Investment Group, LLC 1217 48th Ave. Oakland, CA 94601-5119 Business Description: Plywealth is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: April 26, 2023 Court: United States Bankruptcy Court Northern District of California Case No.: 23-40479 Debtor's Counsel: E. Vincent Wood, Esq. THE LAW OFFICES OF E. VINCENT WOOD 2950 Buskirk Ave., #300 Walnut Creek, CA 94597 Tel: (925) 278-6680 Fax: (925) 955-1655 Email: vince@woodbk.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Peter Choy as managing member. 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/ET3ORZI/Plywealth_Investment_Group_LLC__canbke-23-40479__0001.0.pdf?mcid=tGE4TAMA PREMIER CAJUN: Employment Claims in Perryman Lawsuit Dismissed -------------------------------------------------------------- Judge R. David Proctor of the U.S. District Court for the Northern District of Alabama has dismissed the case captioned as K'RIBBE GABRIEL PERRYMAN, Plaintiff, v. PREMIER CAJUN KING, LLC, et al., Defendants, Case No. 2:23-cv-00327-RDP, (N.D. Ala.) because (1) Premier Cajun King, LLC filed for bankruptcy under Chapter 11 and triggered the Section 362 automatic stay; (2) Plaintiff K'Ribbe Gabriel Perryman failed to plausibly allege that Popeye's Louisiana Kitchen was his employer; and (3) Mike Alwine is not a proper Defendant under Title VII, the Age Discrimination in Employment Act of 1967, and the Americans with Disabilities Act of 1990. Although it appears from the Complaint that Premier was likely a franchisee of Popeye's, Judge Proctor finds that the Plaintiff does not allege facts that explain the relationship between Premier and Popeye's other than stating that "Burger King owns Popeye's and Premier Kings, Inc., does business as Burger King." Judge Proctor holds that the nature of the relationship between Popeye's and Premier is not entirely clear from the Plaintiff's Complaint. . . whether Popeye's and Premier are a parent and subsidiary, franchisor and franchisee, or something different. . . Plaintiff makes no factual allegations showing that Popeye's was his employer or that Popeye's was involved in any of the decisions he complains about." Judge Proctor points out that "Neither Title VII, the ADEA, nor the ADA permit individual liability in employment discrimination cases, as relief is available against the employer only. Therefore, Plaintiff's claims against individual Defendant Mike Alwine are due to be dismissed with prejudice." A full-text copy of the Memorandum Opinion dated April 10, 2023, is available https://tinyurl.com/3sv2ea5z from Leagle.com. About Premier Cajun King Premier Cajun King, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-00656) on March 14, 2023. In the petition signed by Joginder Sidhu, Personal Rep. for Estate of deceased sole member Manraj Sidhu, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge D. Sims Crawford oversees the case. The Debtor tapped Holland and Knight, LLP and Cole Schotz PC as legal counsel and Aurora Management Partners as financial advisor. PROFESSIONAL CHARTER: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Professional Charter Services, LLC 696 Amador Street San Francisco, CA 94124 Business Description: The Debtor is a bus charter company founded in 2008. Chapter 11 Petition Date: April 25, 2023 Court: United States Bankruptcy Court Northern District of California Case No.: 23-30264 Judge: Hon. Hannah L. Blumenstiel Debtor's Counsel: Brent D. Meyer, Esq. MEYER LAW GROUP LLP 268 Bush Street #3639 San Francisco, CA 94104 Tel: (415) 765-1588 Fax: (415) 762-5277 Email: brent@meyerllp.com Total Assets: $2,652,026 Total Liabilities: $6,709,007 The petition was signed by Celeste Orozco as vice 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/ASCQZFA/Professional_Charter_Services__canbke-23-30264__0001.0.pdf?mcid=tGE4TAMA REVLON INC: Lines Up $325M Financing Ahead of Chapter 11 Exit ------------------------------------------------------------- Revlon, Inc. and certain subsidiaries, including Revlon Consumer Products Corporation, obtained a bankruptcy court order confirming their Third Amended Joint Plan of Reorganization early this month, and the Company expects the effective date of the Plan to occur on or before May 2, 2023. Revlon recently disclosed that on April 24, 2023, Revlon Consumer Products Corporation entered into a commitment letter with MidCap Financial Trust pursuant to which MidCap Financial Trust or one or more of its affiliates has committed to provide a senior secured asset-based revolving loan facility with revolving commitments in an aggregate principal amount of up to $325.0 million. The MidCap Exit Facility is subject to a sufficient borrowing base and otherwise on the terms set forth in the MidCap Commitment Letter. The MidCap Commitment Letter provides for post-emergence financing in the form of the MidCap Exit Facility, subject to a customary borrowing base. The MidCap Exit Facility is scheduled to mature on the earlier of (i) three years from the closing date, subject to two one-year extensions upon the election of the borrower and satisfaction of certain conditions, and (ii) 91 days prior to the maturity of the Company's term loan exit financing to the extent any portion of the term loan exit financing is outstanding on that date. Loans under the MidCap Exit Facility are not subject to amortization. The effectiveness of the MidCap Exit Facility will be subject to customary closing conditions, including consummation of the Plan. Amendment to DIP Emergence Milestone In connection with the Chapter 11 Cases, Revlon, Products Corporation and certain of Revlon's direct and indirect subsidiaries entered into: (i) the Super-Priority Senior Secured Debtor-in-Possession Asset-Based Credit Agreement, dated June 30, 2022, by and among Products Corporation, as the Borrower, Revlon, as Holdings, the lenders party thereto and MidCap Funding IV Trust, as Administrative Agent and Collateral Agent -- DIP ABL Credit Agreement; and (ii) the Super-Priority Senior Secured Debtor-in-Possession Credit Agreement, dated as of June 17, 2022, by and among Products Corporation, as the Borrower, Revlon, as Holdings, the lenders party thereto and Jefferies Finance LLC, as Administrative Agent and Collateral Agent -- DIP Term Loan Credit Agreement. On April 21, 2023, the Debtors amended (i) Section 6.20(h) of the DIP ABL Credit Agreement and (ii) Section 6.17(h) of the DIP Term Loan Credit Agreement to extend the required milestone date (such milestone date, the “DIP Emergence Milestone Date”) for occurrence of the Plan Effective Date (as defined in the DIP ABL Credit Agreement and the DIP Term Loan Credit Agreement) from April 28, 2023 to May 31, 2023. Amendment to Backstop Commitment Agreement On February 21, 2023, the Debtors entered into the amended and restated backstop commitment agreement with certain of its lenders under the previously disclosed Restructuring Support Agreement, pursuant to which each of the Equity Commitment Parties has agreed to backstop, severally and not jointly and subject to the terms and conditions in the Backstop Commitment Agreement, the $670 million equity rights offering. On April 21, 2023, the Debtors amended (i) Section 10.3(f) of the BCA and (ii) Section 10.4(e) of the BCA to extend the Closing Date (as defined in the BCA) termination event thereunder from April 28, 2023 to May 31, 2023. Amendment to Debt Commitment Letter On January 17, 2023, the Debtors entered into the $200,000,000 Incremental New Money Facility Backstop Commitment Letter (as amended and restated from time to time, the “Debt Commitment Letter”) with the debt commitment parties thereto (the “Debt Commitment Parties”), pursuant to which the Debt Commitment Parties committed to fund up to $200 million in net cash proceeds to the Debtors in connection with a new senior secured first lien term loan facility upon emergence from the Chapter 11 Cases. On April 21, 2023, the Debtors amended (x) (i) Section 7(a) of the Debt Commitment Letter and (ii) Section 7(b) of the Debt Commitment Letter to extend the Expiration Date (as defined in the Debt Commitment Letter) termination event thereunder from April 28, 2023 to May 31, 2023 and (y) Section 1 of the Debt Commitment Letter to increase the funding commitment by the Debt Commitment Parties from $200 million to $275 million. Amendment to Restructuring Support Agreement On February 21, 2023, the Debtors entered into the Amended and Restated Restructuring Support Agreement with certain of the Company's prepetition lenders under the previously disclosed 2020 BrandCo Credit Agreement, the Official Committee of Unsecured Creditors in the Debtors' Chapter 11 Cases and certain of the Company's prepetition lenders under the previously disclosed 2016 Credit Agreement, pursuant to which the Consenting Creditor Parties have agreed, subject to certain terms and conditions, to support a restructuring of the existing corporate debt of, existing equity interests in, and certain other obligations of the Debtors. On April 21, 2023, the Debtors amended Section 4.01(f) of the RSA to extend the required milestone date for occurrence of the Plan Effective Date (as defined in the RSA) from April 28, 2023 to May 31, 2023. Apollo Capital Management, L.P., is the investment manager of Midcap. Apollo Capital Management GP, LLC, is Midcap's general partner. A copy of the Midcap Commitment Letter is available at https://tinyurl.com/5n6bs3mz $673.9M Net Loss in 2022 Back in February, Revlon Inc. released its financial results both for the fourth quarter and year ended Dec. 31, 2022. Full Year Summary: * As reported, net sales were $1.980 billion in 2022, compared to $2,708 billion during the prior-year period, a decrease of $98.3 million. * Operating income was $79.9 million in 2022, compared to an operating income of $103.2 million during the prior-year period, a decrease of $23.3 million. * Adjusted EBITDA in 2022 was $260.3 million, versus $292.9 million in the prior-year period. * As reported, net loss was $673.9 million in 2022, compared to a $206.9 million net loss in the prior year. The higher net loss was driven primarily by $416 million of reorganization-related expenses, a $25.5 million increase in the provision for income taxes, lower As Reported operating income, a $14.5 million increase in foreign exchange losses, and a $5.2 million increase in interest expense compared to the prior-year period, offset by a $18.7 million decrease in the amortization of debt issuance costs compared to the prior-year period. * Consolidated net sales in the year ended December 31, 2022, were $1.980 billion, a $98.3 million decrease, or 4.7%, compared to $2.078 billion in the year ended December 31, 2021. The As Reported net sales decrease of $98.3 million includes unfavorable FX impacts totaling $85.8 million, resulting in a $12.5 million decrease on an XFX basis. * Net cash used in operating activities for the year ended 2022 was $243.5 million, compared to a $11.0 million use of cash in the prior-year period. The increase in cash used in operating activities was primarily driven by cash expenditures related to the Chapter 11 Cases, a higher As Reported net loss, unfavorable increases in inventory and prepaid expenses, offset by higher accrued expenses and other current liabilities. * As of December 31, 2022, the Company had approximately $308.3 million of available liquidity, consisting of $249.3 million of unrestricted cash and cash equivalents, $60.4 million of undrawn availability under the Company's Super- Priority Senior Secured Debtor-In-Possession Asset-Based Revolving Credit Agreement, less outstanding check float of approximately $1.4 million. Fourth Quarter Summary: * Net sales were $589.8 million in the fourth quarter of 2022, compared to $615.2 million during the prior-year period, a decrease of $25.4 million, or 4.1%. The As Reported net sales decrease of $25.4 million includes unfavorable FX impacts totaling $31.6 million, resulting in a $6.2 million increase on an XFX basis. * Operating income was $72.8 million in the fourth quarter of 2022, compared to an operating income of $67.3 million during the prior-year period, an increase of $5.5 million. The higher operating income was driven primarily by $28.4 million in lower selling, general and administrative expenses (SG&A), offset by lower As Reported net sales, and a gross margin decline of 160bps. Adjusted operating income in the fourth quarter of 2022 increased by $0.4 million to $76.3 million from $75.9 million over the prior-year period. * Adjusted EBITDA in the fourth quarter of 2022 was $99.8 million, versus $108.4 million in the prior-year period. The lower Adjusted EBITDA was driven primarily by lower As Reported net sales, offset by lower SG&A expenses. * Net loss was $178.5 million in the fourth quarter of 2022, versus $9.9 million of net income in the prior-year period. The higher net loss was primarily driven by $172.7 million of charges related to the Company's Chapter 11 filing, $37.2 million in higher income tax provisions, and $13.3 million higher interest expense, offset by $15.4 million higher foreign currency gains, $8.9 million of lower amortized debt issuance expense, and higher As Reported operating income over the prior-year period. Liquidity Summary (through emergence) Ending liquidity as of April 30, 2023: * December 19, 2023 of initial Restructuring Support and cleansing is $81 million. * January 18, 2023 filing of Backstop Commitment Agreement and Preliminary Q4 2022 Financial Results is $94 million. * February 21, 2023 of 8-K disclosing settlement reached with 2016 lenders is $125 million. As of December 31, 2022, the Company has total assets of $2.489 billion, total current liabilities of $1.26 billion, liabilities subject to compromise of $3.711 billion, and total stockholders deficiency of $2.662 billion. A full-text copy of Revlon Inc.'s Form 10-K report is available for free at https://tinyurl.com/sbbta7hp A copy of Revlon Inc.'s press release announcing liquidity forecast as of February 2023 is available at https://tinyurl.com/yw7mcmrm About Revlon Inc. Revlon Inc. manufactures, markets and sells an extensive array of beauty and personal care products worldwide, including color cosmetics; fragrances; skin care; hair color, hair care and hair treatments; beauty tools; men's grooming products; antiperspirant deodorants; and other beauty care products. Today, Revlon's diversified portfolio of brands is sold in approximately 150 countries around the world in most retail distribution channels, including prestige, salon, mass, and online. Since its breakthrough launch of the first opaque nail enamel in 1932, Revlon has provided consumers with high-quality product innovation, performance and sophisticated glamour. In 2016, Revlon acquired the iconic Elizabeth Arden company and its portfolio of brands, including its leading designer, heritage and celebrity fragrances. Revlon is among the leading global beauty companies, with some of the world's most iconic and desired brands and product offerings in color cosmetics, skin care, hair color, hair care and fragrances under brands such as Revlon, Revlon Professional, Elizabeth Arden, Almay, Mitchum, CND, American Crew, Creme of Nature, Cutex, Juicy Couture, Elizabeth Taylor, Britney Spears, Curve, John Varvatos, Christina Aguilera and AllSaints. Revlon sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 22-10760) on June 15, 2022. Fifty affiliates, including Almay, Inc., Beautyge Brands USA, Inc., and Elizabeth Arden, Inc., also sought bankruptcy protection on June 15 and June 16, 2022. Revlon disclosed total assets of $2,328,093,000 against total liabilities of $3,689,240,395 as of April 30, 2022. The Hon. David S. Jones is the case judge. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; Mololamken, LLC as special litigation counsel; PJT Partners, LP as investment banker; KPMG, LLP as tax services provider; and Alvarez & Marsal North America, LLC as restructuring advisor. Robert M. Caruso and Matthew Kvarda of Alvarez & Marsal serve as the Debtors' chief restructuring officer and interim chief financial officer, respectively. Meanwhile, Kroll Restructuring Administration, LLC is the Debtors' claims agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on June 24, 2022. Brown Rudnick, LLP, Province, LLC and Houlihan Lokey Capital, Inc. serve as the committee's legal counsel, financial advisor and investment banker, respectively. SAM'S PLACE: Seeks Cash Collateral Access ----------------------------------------- Sam's Place Lottery & Tobacco, Inc. asks the U.S. Bankruptcy Court for the Middle District of Pennsylvania for authority to use cash collateral and provide adequate protection. The U.S. Small Business Administration provided a loan to the Debtor. It is believed this loan is under the EIDL Program on which approximately $903,200 is owed. The SBA has filed a Financing Statement setting forth an alleged lien on all personal property of the Debtor, including various inventory and accounts. The SBA also granted a loan to the Debtor, which is believed to be under the EIDL Program, on which approximately $500,000 is owed. The SBA has filed a Financing Statement setting forth an alleged lien on the personal property of the Debtor. A loan granted by Newtek Small Business Finance, LLC, which is a loan guaranteed by the SBA, is believed to be in the amount of $973,851. It is believed the loan is secured on all personal property of the Debtor. A loan granted by BayFirst National Bank, which is believed to have been guaranteed by the SBA, is believed to be approximately $148,000. The loan is alleged to be secured on all personal property of the Debtor. A merchant advance loan granted by Liberty Capital Management. The loan may be secured on all personal property of the Debtor. There are several Merchant Advance loans granted by various companies known as: i. Knight Capital ii. Fox Funding iii. Direct Funding iv. IOU Financial v. CAN Capital There are various UCC-1's which have been filed. It is believed those loans may only be secured on accounts receivable and are not secured on the Cash Collateral of the Debtor. As adequate protection to the Lenders, the Debtor proposes to provide the Lenders with replacement liens in post-Petition Cash Collateral, and all other assets in which the Lenders have a pre-Petition security interest and lien, only to the extent that the Lenders are secured in pre-Petition Cash Collateral. The replacement lien will only be effective to the extent there is a diminution in the amount of Cash Collateral postPetition. To the extent that such replacement liens are insufficient and the Lenders have a shortfall resulting any diminution resulting from the Debtor's use of cash collateral and all other categories of assets upon which the Lenders have pre-Petition liens, and to the extent the Lenders are secured in cash collateral, the Lenders will be granted administrative claims superior in priority to all other administrative claims except for claims of professionals in this case and fees owed to the Office of the U.S. Trustee. The replacement liens will be effective without further recordation. A copy of the motion is available at https://bit.ly/3Lb7n4n from PacerMonitor.com. About Sam's Place Lottery & Tobacco, Inc. Sam's Place Lottery & Tobacco, Inc. is engaged in the operation of retail tobacco, lottery and convenience stores. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 23-00874) on April 20, 2023. In the petition signed by Michael A. Somers, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Henry W. Van Eck oversees the case. Robert E. Chernicoff, Esq., at Cunningham, Chernicoff and Warshawsky PC, represents the Debtor as legal counsel. SCHNELL MEDICAL: Continued Operations to Fund Plan -------------------------------------------------- Schnell Medical, LLC and Portagyn, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida a Joint Plan of Reorganization dated April 24, 2023. PortaGyn is a Delaware corporation formed on June 8, 2021, which maintains its principal business address and place of business at 422 Black Springs Lane, Winter Garden, Florida 34787. PortaGyn was formed to serve as the licensing, sales and manufacturing affiliate of Schnell Medical. Schnell Medical is Florida limited liability company organized on November 22, 2011 for the purpose of acquiring a patent for the portable pelvic exam device invented by Ms. Pamela S. Gilley, PA C. As Ms. Gilley is a traveling nurse, she entrusted the management of PortaGyn and Schnell Medical to Samuel Dinzey, an entrepreneur who was tasked with securing funding from outside investors and a manufacturing agreement for the PortaGyn device. Despite investor support and a novel product going to production, Mr. Dinzey mishandled the finances of PortaGyn and Schnell Medical and ultimately abandoned the companies in early 2022 leading to his formal termination by Ms. Gilley in February of 2022. After resuming control of operations, Ms. Gilley and the Debtors were served with a civil lawsuit commenced in Massachusetts by an alleged former employee of the Debtors. Rather than consume the Debtors’ resources litigating matters in various forums, Ms. Gilley elected to reorganize the Debtors through the Chapter 11 process. The Debtors propose this Plan which outlines their intention to restructure their financial affairs and continuing operations, which will include the marketing, sale and distribution of the PortaGyn device. Class 1 consists of all Allowed General Unsecured Claims against Schnell Medical. In full satisfaction of his Allowed Class 1 General Unsecured Claims, Class 1Claimholders shall receive the following until such Claims are satisfied in full: (i) a pro rata distribution of 5.00% of the Investment Infusion; (ii) a pro rata share of 50% of the proceeds recovered from Causes of Action, after payment of professional fees and costs associated with such collection efforts; and (iii) 50% of all licensing fees generated by Schnell Medical's licensing of the Patent. The maximum Distribution to Class 1 Claimholders shall be equal to the total amount of all Allowed Class 1 General Unsecured Claims. Class 1 is Impaired. Class 2 consists of all Allowed General Unsecured Claims against Portagyn. In full satisfaction of his Allowed Class 2 General Unsecured Claims, Class 2 Claimholders shall receive the following until such Claims are satisfied in full: (i) a pro rata distribution of 5.00% of the Investment Infusion; (ii) a pro rata share of 50% of the proceeds recovered from Causes of Action, after payment of professional fees and costs associated with such collection efforts; and (iii) 5.00% of all sales revenue generated by Portagyn device sales. The maximum Distribution to Class 2 Claimholders shall be equal to the total amount of all Allowed Class 2 General Unsecured Claims. Class 2 is Impaired. Class 3 consists of all equity interests in Schnell Medical. Class 3 Interest Holders shall retain their respective Interests in Schnell Medical in the same proportions (i.e., 100% Interest to Pamela Gilley) as they existed as of the Petition Date. Class 3 is Unimpaired. Class 4 consists of all equity interests in Portagyn. Class 4 Interest Holders shall retain their respective Interests in Portagyn in the same proportions (i.e., 100% Interest to Pamela Gilley) as they existed as of the Petition Date. Class 4 is Unimpaired. The Plan contemplates the Debtors will continue to manage and operate their respective businesses in the ordinary course, but with restructured debt obligations. It is anticipated that the revenue from the sale of the Portagyn device beginning within 12 months from the Effective Date of the Plan will support the Debtors' respective obligations under the Plan. Funds generated from the Debtors' operations through the Effective Date will be used for Plan Payments; however, the Debtors' cash on hand as of Confirmation will be available for payment of Administrative Expenses. A full-text copy of the Joint Plan dated April 24, 2023 is available at https://bit.ly/3Hkc9eN from PacerMonitor.com at no charge. Attorneys for the Debtors: Daniel A. Velasquez, Esq. Florida Bar No. 0098158 dvelasquez@lathamluna.com LATHAM, LUNA, EDEN & BEAUDINE, LLP 201 S. Orange Ave., Suite 1400 Orlando, Florida 32801 Tel: 407-481-5800 Fax: 407-481-5801 About Schnell Medical Schnell Medical is Florida limited liability company organized on November 22, 2011. The Debtor filed Chapter 11 Petition (Bankr. M.D. Fla. Case No. 23-00263) on January 24, 2023. The Debtor is represented by Daniel A. Velasquez, Esq. of LATHAM LUNA EDEN & BEAUDINE LLP. SEAGATE TECHNOLOGY: S&P Downgrades ICR to 'BB', Outlook Stable -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Seagate Technology Holdings PLC to 'BB' from 'BB+' and revised its outlook to stable. S&P also lowered its issue-level ratings on the company's senior unsecured debt to 'BB'. The stable outlook reflects S&P's expectation for S&P Global Ratings adjusted leverage to fall below our downgrade threshold of 4x in fiscal 2025 as operating performance rebounds from the ongoing inventory correction. S&P said, "The downgrade reflects a deeper and longer cyclical trough than we previously expected. We now expect S&P Global Ratings adjusted leverage to peak at around 10x in fiscal 2023, falling only to 4.5x in 2024 and 2.5x in 2025. This compares with our previous forecast of 4.8x in 2023 and 2.6x in 2024. Leverage will be high for the 'BB' rating, but the interest coverage of 4x and free operating cash flow (FOCF) to debt around 10% we expect for 2024 support it. We revised our forecast because of a longer-than-expected inventory correction among hyperscale data center customers, a weak recovery in China following the end of COVID-19 lockdowns, and a weak macroeconomic environment hurting enterprise IT and consumer spending. "Spending from hyperscale data centers will remain lower for longer than we expected. Hyperscalers are working down safety inventory built up during 2021 and 2022, when supply chains were constrained. This precipitous drop in demand has created a supply overhang that has eroded pricing power. Last quarter, Seagate accepted deals at very low prices to clear some of its own inventory. It is also producing below capacity and incurring underutilization charges to hasten the inventory correction. These factors resulted in non-GAAP gross margin below 19%, well below the company's target range of 30%-33% on revenue under $1.9 billion, well below the historical range between $2.5 billion and $3 billion. We don't expect revenue and gross margin to return to historical levels until 2025. We do not believe hyperscale demand is permanently impaired because although those customers' revenue growth will slow in 2023, it will remain strong in the double digits as enterprises continue their cloud migrations. Artificial intelligence is in its very early days and will be another demand driver for cloud providers. Hyperscale investment spending will slow, but we do not expect big declines (certainly not as large as the revenue declines the HDD players are seeing) and spending will be on different data center components like networking. We believe spending will eventually return to the HDD providers. "The stable outlook reflects our expectation for S&P Global Ratings adjusted leverage to fall below our downgrade threshold of 4x in fiscal 2025 as operating performance rebounds from the ongoing inventory correction. "We could lower the rating over the next 12 months if the company is not on track to reestablish leverage below 4x in fiscal 2025, which could occur if global macroeconomic weakness keeps U.S. hyperscale data center spending down. "We could raise the rating if the company can reestablish leverage in the 2x area. This would likely entail a resumption of strong U.S. hyperscale spending growth in 2024 and 2025, and some degree of macroeconomic stability." ESG Credit Indicators: E-2, S-2, G-2 SIX FLAGS: Moody's Rates New Sr. Notes Due 2031 'B3' ---------------------------------------------------- Moody's Investors Service assigned a B3 rating to Six Flags Entertainment Corporation's ("Six Flags") new senior notes due 2031 and a Ba2 rating to the new $500 million revolving senior secured credit facility due 2028 issued by subsidiary, Six Flags Theme Parks Inc. All other ratings including the existing B2 Corporate Family Rating and stable outlook remain unchanged. The net proceeds of the new notes will be used to repay approximately $800 million of the senior notes due July 2024 (2024 notes). The balance of the 2024 notes will be repaid with an additional draw on the new revolver. The revolver will have approximately $262 million outstanding at closing assuming full repayment of the 2024 notes. The rating on the existing revolver due 2024 and 2024 notes will be withdrawn after repayment. Six Flags' pro forma leverage is unchanged at 6x (including Moody's standard adjustments) as of Q4 2022 as the amount of outstanding debt remains largely the same. While interest expense will rise as a result of a higher interest rate on the new senior unsecured note compared to the existing 2024 notes, Moody's expects FCF will continue to be directed to debt repayment and partially offset the impact over time. The transaction also extends Six Flag's debt maturity profile so that the nearest maturity after the 2024 notes are repaid are the $365 million of senior secured notes due July 2025. Assignments: Issuer: Six Flags Entertainment Corporation Senior Unsecured Regular Bond/Debenture, Assigned B3 Issuer: Six Flags Theme Parks Inc. Backed Senior Secured Revolving Credit Facility, Assigned Ba2 RATINGS RATIONALE The B2 CFR reflects Six Flags' high leverage (6x pro forma as of Q4 2022) as well as Moody's expectations that leverage will decline to about 5x in 2023 driven by changes to the company's premium strategy. Operating performance declined modestly in 2022 despite strong overall consumer demand for amusement parks due to difficulty implementing Six Flags' strategy of offering a premium guest experience at higher prices. Moody's expects results will improve in 2023 driven by changes which include a moderation of prior price increases, additional marketing spend, new events, and the return of a dining program. A more challenging economic environment due to high inflation and slow economic growth will impact consumer demand, although regional amusement parks are less sensitive to economic conditions than destination parks. Significant expenditures on new rides, attractions, and park infrastructure will also support improved performance and attendance levels. Six Flags will maintain a more conservative financial policy than it had prior to the pandemic and use FCF for continued debt repayment, although additional stock buy backs are also possible. Six Flags benefits from its large portfolio of regional amusement parks in the US, Canada, and Mexico, sizable attendance (20.4 million in 2022), and revenue generated from a geographically diversified regional amusement park portfolio. The parks have high barriers to entry which will support results going forward. Six Flags owns the vast majority of land under the parks which is a substantial positive. ESG CONSIDERATIONS Six Flags' ESG Credit Impact Score is (CIS-4) driven by the company's exposure to governance risks (G-4). The company pursued aggressive financial policies historically including relatively high leverage, significant dividend payments, and stock buybacks funded with cash and debt. Six Flags began to moderate its financial policy prior to the pandemic and will pursue a less aggressive financial policy going forward and direct a significant portion of FCF to debt reduction. Six Flags' exposure to social risks is (S-3) as the company can face negative publicity in the event of guest injuries or outbreaks of violence at the parks. Six Flags is a publicly traded company listed on the New York Stock Exchange. Six Flags' speculative grade liquidity (SGL) rating of SGL-3 reflects pro forma cash on the balance sheet of approximately $80 million and access to a new $500 million revolving credit facility due 2028 with about $262 million drawn at closing assuming all the 2024 notes are repaid ($21 million of L/Cs). The revolver has a springing maturity date approximately 90 days ahead of the senior secured notes due 2025, senior secured term loans due 2026, and senior notes due 2027 if more than $200 million of the issue is outstanding. The annual minimum distribution to the non-controlling interests of the partnership parks will be in the $48 million range during the 2nd half of 2023. The FCF as a percentage of debt ratio was 4% LTM Q4 2022 and Moody's expects the ratio to continue to improve above 5% in 2023. Capex was $117 million in 2022, but will increase to approximately $150 million in 2023. Six Flags suspended dividends to shareholders in 2020 and Moody's does not expect dividends to be reinstated in the near term. Six Flags is subject to a maximum senior secured leverage covenant ratio of 4.25x with additional step downs going forward. Moody's expects the company will remain well within the financial covenant. The stable outlook reflects Moody's expectation that leverage will decrease towards 5x in 2023 driven by EBITDA growth in the 10% range and continued debt repayment. Modifications to Six Flags' premium strategy are likely to lead to increased consumer acceptance, higher attendance levels and better operating performance. Improvements to the park's infrastructure, digital enhancements, costs savings, and other changes will also support a recovery in performance and offset inflationary pressures on expenses. Moody's projects FCF of approximately $200 million in 2023 which will be used largely for debt reduction, although Six Flags also spent $97 million on stock repurchases in 2022. Capex will also support performance and be spent on improving amenities, park infrastructure, as well as new rides and attractions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Six Flags' ratings could be upgraded if Moody's expects leverage to be maintained below 5x with a free cash flow to debt ratio of about 5% percent. A good liquidity position with a sufficient cushion of compliance with financial covenants and no near term debt maturities would also be required in addition to confidence that the company would maintain a financial policy consistent with a higher rating level. The ratings could be downgraded if Moody's expects leverage to be sustained above 6.5x. Inability to refinance approaching debt maturities in a timely manner or a weakened liquidity position may also lead to negative rating pressure. Six Flags Entertainment Corporation (Six Flags), headquartered in Arlington, TX, is a regional amusement park company that currently operates 27 North American theme and water parks (24 in the US, 2 in Mexico, and 1 in Canada). The park portfolio includes 3 consolidated partnership parks - Six Flags over Texas (SFOT), Six Flags over Georgia (SFOG), and White Water Atlanta. Six Flags currently owns 54.1% of SFOT and 31.5% of SFOG/White Water Atlanta. In addition, the company has international licensing agreements in Saudi Arabia. The company emerged from chapter 11 bankruptcy protection in 2010. Revenue including full consolidation of the partnership parks was approximately $1.4 billion as of the LTM period ended Q4 2022. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. SIX FLAGS: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings affirmed all ratings, including the 'B+' issuer credit rating on U.S. based-regional theme park operator Six Flags Entertainment Corp. S&P said, "At the same time, we assigned our 'B' issue-level rating to the proposed senior unsecured note due 2031, the same as the existing notes. The recovery rating is '5', indicating our expectation of average (10%-30%; rounded estimate: 10%) recovery for noteholders in the event of a default. "Additionally, we assigned our 'BB' issue-level rating to the proposed secured cash flow revolver due 2028, the same as the existing facility. The recovery rating is '1', indicating our expectation of average (90%-100%; rounded estimate: 95%) recovery for holders in the event of a default. "The stable outlook reflects our expectation that Six Flag's leverage will remain close to 5x in 2023 due to a modest increase in attendance and slight decrease in per capita spending at its theme parks following a change in pricing strategy. "Six Flags' price increase strategy led to weak 2022 performance and fell slightly short of our previous forecast although results are within our expectations for the rating. We forecast Six Flags will maintain S&P Global Ratings-adjusted leverage in the high-4x in 2023 and mid-4x through 2024, which will provide some cushion relative to our 6.0x downgrade threshold. Six Flags' attendance finished fiscal year 2022 about 26% below 2021, an underperformance we believe is at least in part driven by the strategy Six Flags implemented, which prioritizes higher per capita spending rather than attendance recovery. As part of this strategy, the company eliminated discounted tickets (which accounted for approximately 10% of pre-pandemic attendance), raised admission prices, and emphasized higher-priced food and beverage options. Six Flags recently reported results slightly underperforming our 2022 EBITDA forecast, ending the year with S&P Global Ratings-adjusted EBITDA of about $470 million and leverage of 5.1x, compared to our prior forecast of high-4x leverage for 2022. Our 2023 forecast incorporates a low mid-single digit increase in attendance, as the company modifies its prior strategy and decreases ticket prices to optimize attendance levels. At the same time, we expect per capita spending to decrease by about 5% to 10%, leading to a low-single digit decline in revenue. However, we expect EBITDA to increase in the low single-digit percentage area in 2023 and a 50-150 basis point EBITDA margin expansion because of higher in-park optimizations and lower transformational cost compared to last year. Macroeconomic headwinds may drag on Six Flags' operating metrics in 2023. S&P Global economists forecast the U.S. economy will fall into a shallow recession in 2023. As rising prices and interest rates eat away at household purchasing power, consumer spending for discretionary entertainment could be strained. S&P said, "We believe the outlook for regional theme parks has weakened and we expect a modest pullback in per capita spending this year while visitation at Six Flags may increase slightly given lower season pass prices. However, we believe attendance could be moderately more resilient than peers', as the company has shifted the demographic profile of its customer over the past few quarters. Six Flags' strategy has been driven by materially higher per capita spending. For example, the company has shifted toward premium food and beverage items and implemented cashless transactions, both of which drive up the average price and order size. Nevertheless, we base our assumption for a decline in per capita spending on our expectation that consumers will opt for fewer purchases throughout their visit to the park. We also assume expenses, particularly labor, will increase slightly in 2023 to cater to higher attendance levels while lower transformational costs should be realized. Nevertheless, we assume Six Flags will maintain most of the cost efficiencies it achieved over the last couple years." Credit metric recovery could be further delayed by increased shareholder returns. Six Flags repurchased approximately $97 million of stock in fiscal year 2022. In addition, the company has yet to reinstitute a dividend that was a significant part of the company's capital-allocation strategy prior to the pandemic. S&P said, "We have not assumed any dividend payments for the forecasted period. However, if the company repurchases stock at a greater rate (we forecast no share repurchases in 2023), or if the company reinstates a dividend and to a greater extent than pre-pandemic, we expect cash flow and net leverage could be weaker than we forecast for the next few years.' S&P said, "The stable outlook reflects our expectation that Six Flag's leverage will remain around 5x or slightly below in 2023 due to a modest increase in attendance and slight decrease in per capita spending at its theme parks following an effort to reduce season pass prices for the upcoming year. "We could lower the rating if we expect the company will sustain leverage of greater than 6x. This would likely necessitate a more severe recession and a steeper decline in consumer discretionary spending than we currently forecast. It could also result from capital-allocation decisions made over the next 12 months, such as a reimplementation of the company's dividend or increased share repurchases that are prioritized ahead of a reduction in leverage toward Six Flags' stated financial policy range of 3x-4x. "We could raise the rating if we believe that Six Flags will sustain leverage below 5x incorporating capital investment over the economic cycle. In order to consider rating upside, we would need to be more certain that Six Flags could grow attendance to around 10%-15% below pre-pandemic levels under the company's premiumization strategy. Under this scenario, we expect Six Flags would generate revenue well in excess of 2019 and benefit from incremental margin driven by higher per capita spending." ESG credit indicators: E-2, S-3, G-2 S&P said, "Social factors are a moderately negative consideration in our credit rating analysis of Six Flags, reflected in the pandemic's unprecedented effect on the company's attendance in 2020 and early 2021. Once restrictions and COVID-19-related safety concerns lessened, consumers eagerly re-entered some out-of-home entertainment spaces including theme parks, which significantly elevated in-park spending in 2021 and thus far in 2022 compared with 2019. The COVID-19 pandemic was an extreme disruption, and although it is unlikely to recur at the same magnitude, safety and health scares are an ongoing risk factor in our analysis of Six Flags." SKILLZ INC: Moody's Cuts CFR to Caa2 & Alters Outlook to Negative ----------------------------------------------------------------- Moody's Investors Service downgraded Skillz Inc.'s corporate family rating to Caa2 from Caa1 following the company's recent repurchase of more than 50% of its outstanding debt at sizable discount to par, reducing available liquidity to fund projected cash flow deficits. Moody's also downgraded the probability of default rating to D-PD from Caa1-PD because it considers the repurchase transaction to be a distressed exchange. In a few business days, Moody's will upgrade Skillz's PDR to Caa2-PD, consistent with the probability of default embedded in the Caa2 CFR. Additionally, Moody's downgraded the instrument rating on the senior secured notes to Caa2 from Caa1 and downgraded the Speculative Grade Liquidity Rating (SGL) to SGL-2 from SGL-1. The outlook is revised to negative from stable. Downgrades: Issuer: Skillz Inc. Corporate Family Rating, Downgraded to Caa2 from Caa1 Probability of Default Rating, Downgraded to D-PD from Caa1-PD Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 Senior Secured First Lien Regular Bond/Debenture, Downgraded to Caa2 from Caa1 Outlook Actions: Issuer: Skillz Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE The Caa2 CFR reflects the increased risk that Skillz's debt capital structure is unsustainable due to reduced liquidity to fund projected cash flow deficits. Skillz' credit profile already was pressured by its sizable cash burn, small scale and limited financial flexibility. While Skillz may still be able to fund projected cash flow shortfalls over the next few years, its available cash balance is roughly 30% lower as a result of the debt repurchase, meaningfully reducing headroom for operational challenges or a longer than expected turnaround. The negative outlook reflects the risk of further distressed exchanges as well as likelihood of further liquidity erosion from operating losses. The Caa2 instrument rating for the senior secured notes is in line with the Caa2 CFR given the notes represent the preponderance of funded debt. Skillz's SGL-2 rating reflects the company's weakened liquidity position over the next year with pro forma cash and investment balances at December 31, 2022 of approximately $390 million, down from approximately $550 million. Moody's expects around $125 million to $150 million of free cash flow deficits through 2025, assuming Skillz can stabilize and ultimately grow its revenue while improving margins substantially. Governance is a key consideration for the rating action given the company's aggressive financial strategy reflecting a willingness to use cash balances to repurchase debt below par despite ongoing cash flow burn. Additionally, management credibility is weakened given the sudden departure of the CFO fewer than eight weeks after his appointment and the pending departure of the general counsel and corporate secretary. Compliance and reporting is also an issue given the recent identification of a material weakness in Skillz's internal controls over financial reporting. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Although not likely over the next year, ratings could be upgraded if the company improves its liquidity position, either by significantly improving the trajectory of operating results or raising additional capital. The ratings could be downgraded if the company's liquidity position worsens further or it pursues additional distressed exchanges. Skillz Inc., based in San Francisco, CA, is a technology platform that enables game developers to monetize their content through multi-player competition. Revenues in 2022 totaled approximately $270 million. Skillz is publicly traded but also a controlled company with its co-founder, Andrew Paradise, holding 80% of voting control. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. SORRENTO THERAPEUTICS: Taps Tran Singh as Conflicts Counsel ----------------------------------------------------------- Sorrento Therapeutics, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Tran Singh, LLP as their conflicts counsel. Tran Singh will provide legal advice and service with respect to any matters on which Jackson Walker, LLP and Latham & Watkins, LLP may have a conflict. Tran Singh's customary rates range from $400 to $650 per hour for attorneys and $85 per hour for paraprofessionals. The attorneys primarily responsible for this engagement and their respective standard hourly rates are: Susan Tran Adams Partner $650 per hour Brendon Singh Partner $650 per hour The firm will also seek reimbursement for actual and necessary out-of-pocket expenses. Ms. Adams disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. In response to the request for additional information set forth in Paragraph D.1. of the U.S. Trustee Guidelines, Tran Sing provided the following information: a. Tran Sing did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. b. No rate for any of the professionals included in this engagement varies based on the geographic location of the bankruptcy case. c. Tran Singh has not represented the Debtors in the 12 months prior to their Chapter 11 filing. d. Tran Singh has not prepared a budget or staffing plan. Tran Singh can be reached through: Susan Tran Adams, Esq. Tran Singh, LLP 2502 La Branch St. Houston, TX 77004 Telephone: (832) 975-7300 Facsimile: (832) 975-7301 Email: stran@ts-llp.com About 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. The Debtors tapped Latham & Watkins, LLP as bankruptcy counsel; Jackson Walker, LLP as local counsel; Tran Singh, LLP as conflicts counsel; and M3 Advisory Partners, LP as financial advisor. Mohsin Y. Meghji, managing partner at M3, serves as the Debtors' chief restructuring officer. Stretto Inc. is the claims, noticing and solicitation agent. Norton Rose Fulbright US, LLP and Milbank, LLP represent the official committee of unsecured creditors appointed in the Debtors' Chapter 11 cases. On April 10, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent the Debtors' equity security holders. SOUTH AMERICAN: Debtor, Creditors Propose Liquidating Plan ---------------------------------------------------------- South American Beef, Inc., jointly with the Official Committee of Unsecured Creditors of South American Beef has proposed a chapter 11 Plan of Liquidation. The Plan is a liquidating plan. Pursuant to prior orders of the Bankruptcy Court, the Debtor has sold and continues to sell substantially all of its Inventory Assets and Non-Inventory Assets in multiple transactions to multiple parties. The Plan provides for the creation of a Liquidating Trust that will administer and liquidate all remaining Assets of the Debtor, including certain proceeds from the sale of the Debtor's Inventory and Non-Inventory Assets and Causes of Action not sold, transferred or otherwise waived or released on or before the Effective Date of the Plan. The Plan also provides for Distributions to certain Secured Creditors, Holders of Administrative Claims and Priority Claims and to other Holders of Allowed Claims and the funding of the Liquidating Trust. The Plan further provides for the transfer of any remaining Assets to the Liquidating Trust. Under the Plan, Class 6 General Unsecured Claims will receive (a) Pro Rata Distributions of the Closing Carve Out; and (b) Pro Rata Distributions from the Net Proceeds distributed by the Liquidating Trustee according to the Liquidating Trust Agreement. Class 6 Claims are Impaired by the Plan. "Closing Carve Out" means the amount of $1,500,000.00, carved out from the collateral of all Secured Claims, as proceeds of from the sale of the Debtor's Inventory and Non-Inventory assets. "Liquidating Trust Agreement" means the agreement to be executed as of the Effective Date establishing the Liquidating Trust pursuant to the Plan, substantially in the form filed as a supplement to this Plan. "Net Proceeds" means all Cash proceeds received by the Liquidating Trustee from time to time from the sale or other disposition of the Liquidating Trust Assets, net of the reasonable and necessary costs of such sale or other disposition, including reasonable fees and expenses of the Liquidating Trustee's legal counsel and other Professionals incurred in connection therewith. Cash and the other Liquidating Trust Assets shall be used to fund the Distributions to Holders of Allowed Claims against the Debtor in accordance with the treatment of such Claims provided herein. Counsel for the Debtors: Jeffrey D. Goetz, Esq. BRADSHAW FOWLER PROCTOR & FAIRGRAVE, P.C. 801 Grand Avenue, Suite 3700 Des Moines, IA 50309-8004 Tel: (515) 246-5880 Fax: (515) 246-5808 E-mail: goetz.jeffrey@bradshawlaw.com Counsel for the Official Committee of Unsecured Creditors of South American Beef, Inc.: Elizabeth B. Vandesteeg, Esq. Jack R. O'Connor, Esq. Heidi M. Hockberger, Esq. LEVENFELD PEARLSTEIN, LLC 120 S. Riverside, Suite 1800 Chicago, IL 60606 Tel: (312) 346-8380 E-mail: evandesteeg@lplegal.com joconnor@lplegal.com hhockberger@lplegal.com - and - Elizabeth M. Lally, Esq. SPENCER FANE LLP 13815 FNB Pkwy., Ste. 200 Omaha, NE 68154 Tel: (402) 800-2299 E-mail: elally@spencerfane.com A copy of the Plan of Liquidation dated April 12, 2023, is available at https://bit.ly/41CVE5e from PacerMonitor.com. About South American Beef South American Beef, Inc. specializes in the purchase, import and sales of high-quality beef, lamb, goat, mutton, veal, seafood, and poultry game meats. The company is based in West Des Moines, Iowa. South American Beef sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Iowa Case No. 22-01341) on Dec. 13, 2022, with $23,567,773 in assets and $23,993,243 in liabilities. Alejandra M. Vidal-Soler, president of South American Beef, signed the petition. Judge Anita L. Shodeen oversees the case. Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave PC and Moglia Advisors serve as the Debtor's legal counsel and financial advisor, respectively. On Feb. 1, 2023, the U.S. Trustee appointed an official committee of unsecured creditors in this case. The committee tapped Levenfeld Pearlstein, LLC and Spencer Fane LLP as its legal counsels and Dundon Advisers, LLC as its financial advisor. SOUTHERN HERITAGE: Seeks to Hire Bush Law Firm as Legal Counsel --------------------------------------------------------------- Southern Heritage Timber Co LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Alabama to hire The Bush Law Firm, LLC, as its legal counsel. The firm's services include: a. advising the Debtor-in-Possession as to the rights, powers and duties of a Debtor-in-Possession, as enumerated within 11 U.S.C. Sec. 1101, et seq.; b. preparing and filing the documents necessary to further this case including, but not limited to, answers, applications, motions, proposed orders, responses, schedules and other legal documents; c. representing the Debtor-in-Possession at the hearings in this matter; d. preparing and filing the status report and plan; e. defending challenges to the automatic stay set forth within 11 U.S.C. Sec. 362(a); and f. providing such other legal services and/or preparing and/or filing such other documents as may be necessary for Debtor-in-Possession to carry out its duties and functions in this case. The attorney has agreed to accept employment at an hourly rate of $300, plus reimbursement for actual, reasonable and necessary expenses. The firm will bill $75.00 per hour for paralegal services and $50 per hour for the services of an administrative assistant. The firm received an initial retainer in the amount of $7,500. Anthony Bush, Esq., an attorney with Bush Law Firm, disclosed in the court filing, that his firm is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The firm can be reached through: Anthony B. Bush, Esq. THE BUSH LAW FIRM, LLC Parliament Place Professional Center 3198 Parliament Circle 302 Montgomery, Alabama 36116 Facsimile: (334) 832-4390 Email: anthonybbush@yahoo.com abush@bushlegalfirm.com About Southern Heritage Timber Co LLC Southern Heritage Timber Co LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No. 23-30734) on April 14, 2023. The petition was signed by Cory Willis as member. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Anthony Bush, Esq. at THE BUSH LAW FIRM, LLC represents the Debtor as counsel. STANADYNE LLC: Deadline to File Claims Set for May 17 ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware established May 17, 2023, at 5:00 p.m. (Prevailing Eastern Time) as the last date and time for persons and entities to file their claims against Stanadyne LLC and its debtor-affiliates. The Court also set Aug. 15, 2023, at 5:00 p.m. (Prevailing Eastern Time) as the deadline for governmental units to file their claims against the Debtors. All original Proofs of Claim must be filed so as to be received on or before the applicable Bar Date at 5:00 p.m. (prevailing Eastern Time) either (i) electronically through the Claims Agent’s website at https://www.kccllc.net/stanadyne or (ii) by first-class mail, overnight delivery service, or hand delivery at the following address: If by First-Class Mail, Overnight, or Hand Delivery: Stanadyne Claims Processing Center c/o KCC 222 N. Pacific Coast Highway, Suite 300 El Segundo, CA 90245 Proof of Claim Forms may be obtained from the Claims Agent website: https://www.kccllc.net/stanadyne. About Stanadyne LLC Stanadyne LLC is a global automotive technology offering engine-based fuel and air management systems. Stanadyne is a developer and manufacturer of fuel pumps and fuel injectors for diesel and gasoline engines. Stanadyne and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10207) on February 16, 2023. In the petition signed by John Pinson, chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge John T. Dorsey oversees the case. The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Hughes Hubbard and Reed LLP as co-general bankruptcy counsel; Kroll, LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent and administrative advisor. SURGICARE SURGICAL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Surgicare Surgical Associates of Mahwah LLC 400 Franklin Turnpike #200.02 Mahwah, NJ 07430 Business Description: The Debtor is a surgical center in Mahwah, New Jersey. Chapter 11 Petition Date: April 27, 2023 Court: United States Bankruptcy Court District of New Jersey Case No.: 23-13624 Debtor's Counsel: Douglas J. McGill, Esq. WEBER MCGILL LLC 100 E. Hanover Avenue Suite 401 Cedar Knolls, NJ 07927 Tel: (973) 739-9559 Email: dmcgill@webbermcgill.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Dr. Jeffrey Horowitz as co-managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TPPCGDY/Surgicare_Surgical_Associates__njbke-23-13624__0001.0.pdf?mcid=tGE4TAMA SVB FINANCIAL: Two Top Execs Resign A Month After Collapse ---------------------------------------------------------- David Goldman of CNN News reports that SVB Financial Group, the company that owned the failed Silicon Valley Bank until the US government took it over last March 2023, announced that two of its top executives have left their jobs. Gregory Becker, the company's former CEO, and Daniel Beck, SVB's former chief financial officer, left the company, the financial services company said in a regulatory filing. Beck resigned on Tuesday, April 18, 2023, and Becker resigned as both a board member and CEO Wednesday, April 19, 2023. The company requested he remain as a corporate consultant "on an as needed basis" without charging SVB for his services. SVB filed for Chapter 11 bankruptcy protection last March 2023 and appointed business advisory firm Alvarez & Marsal to help it see through its restructuring. A&M's Nicholas Grossi was named SVB's interim CFO on Thursday, April 20, 2023. The company didn't name an interim CEO but said Grossi would effectively run the company, tasked with turning the company around. It also said it would indefinitely postpone its annual meeting, which had been scheduled for April 27, 2023. Silicon Valley Bank, the regional bank that failed in March and kickstarted the global banking crisis, was not included in the bankruptcy filing. A the time of its bankruptcy, SVB Financial said it had $3.3 billion in unsecured debt and $3.7 billion in stock that could get wiped out in the restructuring. About SVB Financial Group SVB Financial Group is a financial services company focusing on the innovation economy, offering financial products and services to clients across the United States and in key international markets. Prior to March 10, 2023, SVB Financial Group owned and operated Silicon Valley Bank, a state-chartered bank. During the week of March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a severe "run-on-the-bank." On the morning of March 10, the California Department of Financial Protection and Innovation seized SVB and placed it under the receivership of the Federal Deposit Insurance Corporation. SVB was the nation's 16th largest bank and the biggest to fail since the 2008 financial meltdown. On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had assets of $19,679,000,000 and liabilities of $3,675,000,000 as of Dec. 31, 2022. The Hon. Martin Glenn is the bankruptcy judge. The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as restructuring advisor. William Kosturos, a partner at Alvarez & Marsal, serves as the Debtor's chief restructuring officer. Kroll Restructuring Administration, LLC is the claims and noticing agent and administrative advisor. TOP LINE GRANITE: Unsecureds to Get Share of Remaining Fund ----------------------------------------------------------- Top Line Granite Design Inc. submitted a Third Amended Chapter 11 Plan. The total for filed and scheduled General Unsecured Claims against the Debtor is $2,200,000, not including (i) scheduled insider claims of Mr. Ramos in the amount of approximately $4,780,000 (the "Insider Claims"), (ii) any unscheduled insider claim, (iii) filed Claims of Cash Advance Lenders (approximately $1,300,000), (iv) potential deficiency amount from Avidia Bank if no counteroffer (approximately $1,200,000), (v) potential other deficiency amounts from FCB (approximately $157,000), the SBA Loan ($500,000), and other scheduled secured creditors, and (iv) any additional Claims related to the Trust and against the Real Estate to the extent the Ramos Stipulation is approved. The amount stated for the General Unsecured Claims do not include the Mortgage Claims to be treated under Class 10. According to Schedule F, the Insider Claims for Mr. Ramos include amounts from home refinancing ($1,500,000.00), and personal / payday loans used for the business ($3,279,657.00). Post-petition, Mr. Ramos granted a mortgage on his personal residence for approximately $620,000 with respect to other payday loans owed to Kitchen Concepts (or its owner John Testa) which Mr. Ramos maintains was used for in the Debtor's business The Debtor reserves the right to amend Schedules F, including to mark certain unsecured claims as disputed for certain insider Claims and other Claims that the Debtor believes are already paid, so that the claim holders will be required to file proofs of claim and supporting documents. The prepetition Claims analysis attached hereto as Exhibit E identifies such Claims. In such event, the Debtor will establish a separate amended schedules bar date for affected creditors. On May 16, 2022, the Debtor filed a motion for order (i) authorizing the Debtor to obtain post-petition financing, (ii) granting super-priority claim, security interest, and priming first priority lien to the DIP Lender [Doc. No. 76] (the "DIP Financing Motion"). Pursuant to the DIP Financing Motion, the Debtor sought approval of a post-petition financing from Legalist, Inc., as investment adviser and DIP lender (the "DIP Lender") on an interim basis in an amount up to $400,000.00 and on a final basis in the aggregate committed amount of up to $1,000,000.00 ("DIP Financing"). Attached to the DIP Financing Motion is the Debtor-in Possession Term Loan Credit Agreement, dated as of May 13, 2022 (the "DIP Credit Agreement") between the Debtor and the DIP Lender. Pursuant to the DIP Financing Motion, the Debtor sought authority to grant to the DIP Lender a super-priority lien pursuant to sections 364(c) (2) and (3), and (d)(1) of the Bankruptcy Code. The DIP collateral in connection with the DIP Financing Motion includes all assets and properties of the Debtor as set forth in the DIP Financing Agreement, excluding all Avoidance Actions. The DIP collateral shall include any other litigation proceeds; provided that such proceeds may be used for distributions or payments to creditors under a chapter 11 plan of the Debtor with the consent of the DIP Lender, if applicable. On May 19, 2022, the Bankruptcy Court entered the initial interim DIP Financing order authorizing the Debtor to obtain post-petition financing in the amount of $400,000.00 [Doc. No. 87]. On June 21, 2022, the US Trustee's office filed a limited objection and reservation of rights [Doc. No. 104]. On July 22, 2022, the Bankruptcy Court entered a second interim DIP Financing order authorizing the debtor to obtain post-petition financing in an additional amount of $235,000.00 [Doc. No. 138]. On January 23, 2023, the Court entered an order that the previous interim orders regarding the DIP Financing Motion are deemed final and that the balance of the DIP Financing motion is denied. In February 2023, the Debtor returned the DIP Financing balance to the DIP Lender in the amount of $207,787.79. As of the April 1, 2023 payoff statement, the balance is approximately $597,789.00 (including accrued interest and fees). Pursuant to the Sale Order, the Debtor will be authorized to pay the DIP Lender from the sale proceeds after the closing date. On September 8, 2022, the Debtor filed a motion to sell its assets free and clear of Liens under section 363(f) of the Bankruptcy Code, subject to counteroffers [Doc. No. 176] and supplemented on October 3, 2022 [Doc. No. 194] (the "Initial Sale Motion"). On October 4, 2022, the Bankruptcy Court entered an Order Approving Sale and Bidding Procedures and Breakup Fee in Connection with Proposed Sale of Assets of the Debtor [Doc. No. 196]. Ultimately, the Debtor did not receive any other bids by the counteroffer or bid deadline, and an auction was not held. On November 10, 2022, after hearing, the Bankruptcy Court entered the Initial Sale Order approving the going concern sale of the Debtor's business assets to the Initial Buyer as the successful bidder. Pursuant to the Initial APA, the purchased assets included all right, title, and interests of the Debtor in and to all its assets, as set forth in Section 1.1 of the Initial APA, including (i) all trade and other accounts receivable, (ii) all inventories, (iii) all equipment and machinery, and (iv) customer and prospect lists and other intangibles. Pursuant to the Initial APA, the Debtor also sought to assume and assign to the Initial Buyer certain unexpired pre-petition agreements and/or unexpired leases as set forth in the Initial APA (and amended in the Initial Sale Order). In connection with the Initial Sale, the Trust entered into a Commercial Lease with the Initial Buyer, and to facilitate the sale, with a base rent in the amount of $36,000.00 per month. Mr. Ramos also entered into a consulting agreement with the Initial Buyer for approximately six months. The initial closing was first scheduled to take place by November 14, 2022. Despite multiple extensions, the Initial Buyer defaulted and did not consummate the purchase of the Debtor's business assets. On March 23, 2023, the Debtor sent a termination notice to the Initial Buyer, including with respect to the bankruptcy estate's retention of the $50,000.00 deposit under the Initial APA. The $50,000.00 deposit is forfeited and will be used to cover additional Professional Fee Claims related to the closing delays and breach of the Initial APA by the Initial Buyer, including the new Asset Sale. The Debtor received an offer from the Proposed Buyer for the purchase of the Debtor's business assets and the Real Estate for approximately $6,500,000.00 (which may include the assumption of the Avidia Mortgage and/or the Bay Colony/ SBA Mortgage with appropriate consent of each mortgagee), as further set forth in the Sale Motion and the APA. Upon information and belief, the Proposed Buyer intends to operate the business. On April 5, 2023, the Debtor filed a Motion for an Order (a) Authorizing and Approving Sale and Bidding Procedures and Breakup Fee in Connection with Proposed Sale of the Debtor's Assets; (b) Scheduling a Hearing to Consider Approval of the Sale; (c) Prescribing the Manner of Notice for Such Hearing; (d) Authorizing and Approving Asset Purchase Agreement with Charles River Realty Group LLC or Another Bidder Providing a Higher or Better Offer; (e) Authorizing Such Sale Free and Clear of all Liens, Claims, Encumbrances and Other Interests; and (f) Granting Other Related Relief [Doc. No. 294] (as may be amended and/or supplemented, the "Sale Motion"). The initial hearing on the sale procedures portion of the Sale Motion was held on April 12, 2023 and continued to April 19, 2023. The sale of the assets pursuant to the Sale Motion will be free and clear of all Liens, claims, encumbrances, and other interests, pursuant to sections 363(f) of the Bankruptcy. The sale will facilitate the implementation of the Plan and the Debtor will request for a waiver of all Transfer Taxes pursuant to section 1146 of the Bankruptcy Code under the Confirmation Order. The sale shall be subject to the approval of the Ramos Stipulation. The Ramos Stipulation, if approved, shall be deemed incorporated into the Plan. To the extent of any inconsistency herein, the Ramos Stipulation shall govern. Avidia Bank reserves its right to credit bid with respect to the new sale pursuant to the Sale Motion, and to object in the event the successful bid is not satisfactory to Avidia Bank. Under the Plan, Class 11 General Unsecured Claims will receive a pro rata share in cash distribution from the Remaining Fund, if any, from the Plan Funding (after payment in full of Administrative Expense Claims, Priority Tax Claims, and Other Priority Claims (if any)), as discussed further in Section 6.1. Notwithstanding the foregoing, the holder of an Allowed Class 11 Claim may receive such other less favorable treatment as may be agreed upon by such holder and the Debtor. Class 11 is impaired. "Remaining Fund" shall mean the Plan Funding after payment in full to holders of Administrative Expense Claims, Priority Tax Claims, and Other Priority Claims. This Plan will be funded with: (i) Proceeds from the Asset Sale (ii) Proceeds from the Real Estate Sale, as applicable. (iii) The Plan Funding, which includes (i) available cash as of the Effective Date, if any (ii) proceeds from Litigation Matters, and Avoidance Actions, if any, (iii) any Net Real Estate Proceeds, and (iv) any proceeds of any other remaining assets, claims, and recovery actions of the Debtor and the bankruptcy estate. The Debtor's bankruptcy counsel: Alan L. Braunstein, Esq. RIEMER & BRAUNSTEIN LLP 100 Cambridge Street Boston, MA 02114 Tel: (617) 523-9000 Fax: (617) 880-3456 E-mail: abraunstein@riemerlaw.com A copy of the Third Amended Chapter 11 Plan dated April 14, 2023, is available at https://bit.ly/40iyU9p from PacerMonitor.com. About Top Line Granite Design Top Line Granite Design Inc. is a manufacturer of cut stone and stone products. Top Line offers a selections of kitchen granite, marble and quartz. Top Line sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 22-40216) on March 25, 2022. In the petition signed by Edmilson Ramos, president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Christopher J. Panos oversees the case. Alan L. Braunstein, Esq., at Riemer and Braunstein LLP, is the Debtor's counsel. TRIDENT TPI: Moody's Assigns B2 Rating to First Lien Term Loan -------------------------------------------------------------- Moody's Investors Service assigned ratings to Trident TPI Holdings, Inc's (dba Tekni-Plex) proposed amend and extend transaction, including a B2 rating to its first lien term loan and a Caa2 rating to its senior unsecured notes. At the same time, Moody's affirmed the company's existing ratings, including its B3 Corporate Family Rating, B3-PD Probability of Default Rating, and B2 senior secured bank credit facility. The outlook is stable. The proposed $880 million, five-year, first lien term loan will be used in conjunction with $620 million of new, five-year, unsecured notes to refinance first lien term loans maturing in 2024 and unsecured notes due in 2024 and 2025. The ratings of these legacy instruments will be withdrawn upon their full repayment. Pro forma this transaction, debt to EBITDA (inclusive of Moody's adjustments) for the last twelve months ended December 2022 is 7.3x and expected to decline to 7.2x, 6.8x, and 6.4x in June fiscal year end 2023, 2024, and 2025, respectively, due to EBITDA improvement and free cash flow generation. "The successful execution of this transaction alleviates the overhanging refinancing risk incorporated in the credit story," said Scott Manduca, Vice President at Moody's. The B2 assigned to the proposed first lien term loan is one notch above the CFR given the amount of unsecured debt in the capital structure that provides loss absorption in a distressed scenario. However, the rating is constrained by the structural subordination to the asset-based revolver. The Caa2 rating on the proposed unsecured notes is two notches below the CFR reflecting structural subordination to both the asset-based revolver and first lien term loans, as well as the expectation of considerable loss in a default scenario. Assignments: Issuer: Trident TPI Holdings, Inc. Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Senior Unsecured Notes, Assigned Caa2 (LGD5) Affirmations: Issuer: Trident TPI Holdings, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured 1st Lien Delayed Draw Term Loan, Affirmed B2 (LGD3) Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3) Senior Secured 1st Lien Term Loan B3, Affirmed B2 (LGD3) Outlook Actions: Issuer: Trident TPI Holdings, Inc. Outlook, Remains Stable RATINGS RATIONALE Trident's B3 CFR reflects the company's high leverage and integration risk as a result of its growth through acquisition strategy. Expected EBITDA improvement through organic and inorganic growth will support a stronger leverage metric and free cash flow generation in fiscal June 2024 and 2025, as the company continues to generate high EBITDA margins with its product innovation and its material science capabilities. Trident benefits from a specialized product offering and deep material science capabilities serving stable end market across its global footprint. The company serves a large blue chip customer base in its consumer goods, including eggs and fresh produce, and healthcare segments. These products require a high threshold of product certifications, which enhance Trident's barrier to entry position and supports healthy EBITDA margins. Capital expenditures are not onerous at about 5% of revenue, which positions the company well to generate free cash flow, which can be allocated to debt reduction or the funding of bolt on acquisitions. Moody's expects Trident's liquidity to be good, supported by modest free cash flow, availability under a $126 million asset-based revolving credit facility, and cash on hand. Pro forma this transaction, the nearest maturity is 2028. Although preliminary and subject to change, the new $880 million first lien term loan marketing term sheet contains similar covenants to the existing credit agreement and amendments therein. However, there has been an increase in the maximum leverage ratio for incremental first lien and junior lien term loans that rank pari passu with existing term loans. The proposed maximum first lien net leverage ratio is now up to and not exceeding 5.25x (from 4.95x) and the same threshold applies to facilities secured by liens that are junior to the first lien collateral. The total net leverage, including first lien through unsecured debt, is proposed to remain unchanged at subject to a maximum total net leverage ratio cap of 6.75x. Mandatory prepayments of the term loan are proposed to remain the same, including a 50% excess cash flow sweep with step downs to 25% and 0% upon achievement of first lien net leverage equal to or less than 4.45x and 3.95x, respectively. The reinvestment period of asset sales proceeds remains at 450 days with an additional 180 days if committed to be reinvested during the reinvestment period. The net first lien leverage is equal to or less than 4.45x, the company will only be required to apply 50% of the net proceeds from asset sales or casualty events above $15 million and $20 million, respectively, to term loan repayment or an investment. The stable outlook reflects Moody's expectation for EBITDA improvement and free cash generation over the next 12-18 months, as well as the alleviation of refinancing risk with this transaction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could consider an upgrade if debt-to-EBITDA (inclusive of Moody's adjustments) is below 5.5x, free cash flow-to-debt is above 5%, and the company maintains good liquidity. A downgrade could be considered if debt-to-EBITDA (inclusive of Moody's adjustments) is above 7.0x, EBITDA-to-interest expense is less than 1.5x, free cash flow-to-debt is below 2%, and liquidity deteriorates. Headquartered in Wayne, Pennsylvania, Trident (dba Tekni-Plex) is a manufacturer of plastic packaging and provider of material science and sustainable solutions to the food, healthcare, and consumer goods end markets. Trident TPI Holdings is a portfolio company of Genstar Capital. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. TRITEK INTERNATIONAL: Case Summary & 30 Top Unsecured Creditors --------------------------------------------------------------- Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Tritek International Inc. (Lead Case) 23-10520 5 Fabas Street, Box 100 La Broquerie, MB ROA 0W0 HyLife Foods Windom, LLC 23-10521 2850 Highway 60 E. Windom, MN 56101 Canwin Farms, LLC 23-10522 5 Fabas Street, Box 100 La Broquerie, MB ROA 0W0 Business Description: The Debtors are three entities that are part of the HyLife vertically integrated operation for the raising, production and sale of pork products. Their operations involve all aspects and stages of the pork production process, including the farming and sourcing of hogs, the processing and packaging of pork at their processing facility, and the marketing and sale of such products throughout premium domestic and international end markets, primarily in the United States, Canada, Japan, Korea, and China. Chapter 11 Petition Date: April 27, 2023 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Thomas M. Horan Debtors' General Bankruptcy Counsel: Jerry L. Hall, Esq. Michael E. Comerford, Esq. Jesse A. Kitnick, Esq. KATTEN MUCHIN ROSENMAN LLP 50 Rockefeller Plaza New York, NY 10020 Tel: (212) 940-8800 Fax: (212) 940-8776 Email: jerry.hall@katten.com michael.comerford@katten.com jesse.kitnick@katten.com - and - Allison E. Yager, Esq. Kenneth N. Hebeisen, Esq. KATTEN MUCHIN ROSENMAN LLP 525 W. Monroe Street Chicago, IL 60661 Tel: (312) 902-5200 Fax: (312) 902-1061 Email: allison.yager@katten.com ken.hebeisen@katten.com - and - Yelena E. Archiyan, Esq. KATTEN MUCHIN ROSENMAN LLP 2121 N. Pearl Street, Suite 1100 Dallas, TX 7201 Tel: (214) 765-3657 Fax: (214) 765-3602 Email: yelena.archiyan@katten.com Debtors' General Banruptcy Co-Counsel: Jeremy W. Ryan, Esq. L. Katherine Good, Esq. R. Stephen McNeill, Esq. Sameen Rizvi, Esq. POTTER ANDERSON & CORROON LLP 1313 N. Market Street, 6th Floor Wilmington, DE 19801 Tel: (302) 984-6000 Fax: (302) 658-1192 Email: jryan@potteranderson.com kgood@potteranderson.com rmcneill@potteranderson.com srizvi@potteranderson.com Debtors' Financial Advisor: PRICEWATERHOUSECOOPERS LLP Debtors' Investment Banker: INTREPID INVESTMENT BANKERS Debtors' Administrative, Notice, and Claims Agent: DONLIN RECANO & COMPANY, INC. Tritek International's Estimated Assets: $0 to $50,000 Tritek International's Estimated Liabilities: $0 to $50,000 HyLife Foods' Estimated Assets: $100 million to $500 million HyLife Foods' Estimated Liabilities: $100 million to $500 million Canwin Farms' Estimated Assets: $1 million to $10 million Canwin Farms' Estimated Liabilities: $1 million to $10 million The petitions were signed by Grant Lazaruk as chief executive officer. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/R3W2TTY/Tritek_International_Inc__debke-23-10520__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/XE4D6EA/HyLife_Foods_Windom_LLC__debke-23-10521__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/XKUM6FA/Canwin_Farms_LLC__debke-23-10522__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Centimark Corp. Accounts Payable $1,111,733 12 Grandview Circle Canonsburg PA 15317 Chuck Blair Email: chuck.blair@centimark.com 2. Westrock CP LLC Accounts Payable $971,427 504 Thrasher Street Norcross GA 30071-1967 Shawn Rowland Email: Shawn.rowland@westrock.com 3. Robert W. Carlstrom Co. Inc. Accounts Payable $539,820 1901 Excel Dr Mankato MN 56001-6281 Keith Haff Tel: (507) 344-4931 Email: keithh@rwcarlstrom.com 4. Amcor Flexibles Accounts Payable $476,769 North America Inc. 3 Parkway North Deerfield IL 60015 Jeffrey Dickerhoof Email: Jeffrey.dickerhoof@amcor.com 5. Five Star Logistics And Accounts Payable $360,923 Distribution Services 1601 39th Street North Tampa FL 33605 Email: info@fivestarlogistics.com 6. Master Electric Accounts Payable $282,493 1301 Olympic Boulevard Santa Monica CA 90404 Joe Huotari Email: joe.huotari@masterelectric.com 7. Spring Hill Pallet Inc. Accounts Payable $246,136 164 Seven Pines Cut-off Longview TX 75605 Brian Hofer Email: brianhofer@springhillpallet.ca 8. Marel Inc. Accounts Payable $225,194 8145 Flint Street Lenexa KS 66214 Allison Attaway Email: Allison.Attaway@marel.com 9. Qvest LLC Accounts Payable $211,547 205 SE 2nd St Guymon OK 73942 Ben Vega Tel: (877) 478-3780 Email: benvega@qvestsanitation.com 10. Cottonwood County Accounts Payable $210,059 Auditor/Treasurer 900 3rd Avenue Windom MN 56101 Gale Bondhus Email: gale.bondhus@co.cottonwood.mn.us 11. Coldpoint Logistics Accounts Payable $184,122 Warehouse LLC 5015 NW Canal Street Riverside MO 64150 Aaron Burks Tel: (913) 208-0818 Email: aburks@northpointkc.com 12. First Call Logistics LLC Accounts Payable $156,847 3608 Industrial Pkwy Birmingham AL 35217 Email: abbi@gofclogistics.com 13. Crown Equipment Corporation Accounts Payable $148,340 44 South Washington Street New Bremen OH 45869 Landon Wallace Email: landon.wallace@crown.com 14. Arnold Bros Transport Ltd Accounts Payable $145,845 739 Lagimodiere Boulevard Winnipeg MB R2J 0T8 Canada Jeff Arnold Email: jeffa@arnoldbros.com 15. Steam Logistics Accounts Payable $137,993 325 Market St Suite 204 Chattanooga TN 37402 Nicholas Thompson Email: nicholas.thompson@steamlogistics.com 16. Gartner Refrigeration Accounts Payable $127,349 13205 16th Avenue North Minneapolis MN 55441-4566 Ross Olson Email: rosso@gartner-refrig.com 17. Allen Lund Company LLC Accounts Payable $99,974 4529 Angeles Crest Highway La Canada Flintridge CA 91011 Graham Conrad Email: Graham.Conrad@allenlund.com 18. Motion Industries Accounts Payable $98,345 1605 Alton Road Birmingham AL 35210 Dion Blount Email: dion.blount@motion.com 19. Ecolab Accounts Payable $96,788 1 Ecolab Place Saint Paul MN 55102-2233 Holly Bode Email: Holly.Bode@ecolab.com 20. Frontmatec Inc. Accounts Payable $76,665 51 Rte Morissette Saint-Anselme QC G0R 2N0 Canada Frederic Guerette Email: fgu@frontmatec.com 21. Coyote Logistics LLC Accounts Payable $76,536 2545 West Diversey Avenue 3rd Floor Chicago IL 60647 Karley Mohler Email: karley.mholer@coyote.com 22. Bunzl Processor Division Accounts Payable $74,582 Espresso Way York PA 17406 Mark Figueiredo Email: mfigueiredo@sursealpackaging.com 23. Mechanical Systems Inc Accounts Payable $74,274 1001 Tuckaseegee Road Charlotte NC 28208 Christopher Email: christopher@mechsystemsinc.com 24. Stinson Leonard Street Accounts Payable $71,449 1201 Walnut Street Suite 2900 Kansas City MO 64106 Erin Rouleau Email: erin.rouleau@stinson.com 25. Monona County Iron Inc. Accounts Payable $65,230 105 Sioux St Mapleton IA 51034 Jaclyn Wessel Email: mocoiron@hotmail.com 26. Paradis' Inc Accounts Payable $64,850 PO Box 97 Brooks MN 56715 Ryan Paradis Email: ryan@paradisinc.com 27. Kirsch Transportation Accounts Payable $64,480 Services Inc 25 Main Place Suite 300 Council Bluffs IA 51503-0790 Lindsay Gappa Email: lindsayg@kirschtrans.com 28. G2 Logistics Transport Inc. Accounts Payable $63,471 944 Henry Ave Winnipeg MB R3E 3L2 Canada Jom Gershman Email: jon@g2logistics.com 29. Scotlynn Accounts Payable $60,084 1150 Vittoria Road Vittoria ON N0E 1W0 Canada Marymichael Berg Email: mberg@scotlynn.com 30. Flexsol Packaging Corp Accounts Payable $59,850 Dba Isoflex Packa 1531 NW 12th Ave Pompano Beach FL 33069 Joe Burghardt Email: Joe.Burghardt@isoflexpkg.com UBO-TECHNOLOGIES LLC: Taps Van Horn Law Group as Bankruptcy Counsel ------------------------------------------------------------------- Ubo-Technologies, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Van Horn Law Group, P.A. as its 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 $8,738, 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 Ubo-Technologies Ubo-Technologies, LLC, doing business as Microlyscs, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-12848) on April 13, 2023. In the petition signed by its chief executive officer, Rakesh Guduru, the Debtor reported $327,181 in assets and $2,521,279 in liabilities. Judge Laurel M. Isicoff oversees the case. Chad Van Horn, Esq., at Van Horn Law Group, P.A. represents the Debtor as bankruptcy counsel. VOYAGER DIGITAL: Binance Backs Out of $1.3-Bil. Deal ---------------------------------------------------- Reuters reports that Binance.US has called off its $1.3 billion deal to buy assets of bankrupt crypto lender Voyager Digital, citing a "hostile and uncertain regulatory climate." In a court filing on Tuesday, lawyers for Voyager said the company reserves all rights with respect to a $10 million good-faith deposit paid by Binance.US to Voyager, as well as a reverse-termination fee owed by Binance.US. "The hostile and uncertain regulatory climate in the United States has introduced an unpredictable operating environment impacting the entire American business community," a spokesperson for Binance.US said in a statement. "We are focused on creating a safe platform where our customers can participate in the digital asset economy." The move adds another hurdle for Voyager, which has been looking to raise funds through an asset sale to repay creditors after it collapsed into bankruptcy last year. The company had initially agreed to sell its assets to major digital asset exchange FTX, but that deal fell apart when FTX imploded in November. Binance.US stepped in later, but the acquisition was clouded by regulatory opposition. Last month, a federal judge temporarily stopped Voyager from completing the proposed deal, allowing the U.S. government more time to pursue challenges. Voyager said following Binance.US's termination of the asset purchase agreement it would proceed to exercise an option to return cryptocurrency and cash directly to its customers through the Voyager platform. About Voyager Digital Holdings Based in Toronto, Canada, Voyager Digital Holdings Inc. -- https://www.investvoyager.com/ -- runs a cryptocurrency platform. Voyager claims to offer a secure way to trade over 100 different crypto assets using its easy-to-use mobile application. Through its subsidiary Coinify ApS, Voyager provides crypto payment solutions for both consumers and merchants around the globe. Voyager Digital Holdings Inc. and two affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10943) on July 5, 2022. In the petition filed by Stephen Ehrlich, chief executive officer, the Debtors estimated assets and liabilities between $1 billion and $10 billion. Judge Michael E. Wiles oversees the cases. The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy counsel; Berkeley Research Group, LLC as financial advisor; Moelis & Company as investment banker; Consello Group as strategic financial advisor; Deloitte Tax, LLP as tax services provider; and Deloitte & Touche, LLP as accounting advisor. Stretto, Inc., is the claims agent. On July 19, 2022, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP as bankruptcy counsel; FTI Consulting, Inc. as financial advisor; Cassels Brock & Blackwell, LLP as Canadian counsel; and Epiq Corporate Restructuring, LLC as noticing and information agent. The committee also tapped the services of Harney Westwood & Riegels, LP, in connection with Three Arrows Capital Ltd.'s liquidation proceedings in British Virgin Islands. On July 6, 2022, the Debtors filed a joint Chapter 11 plan of reorganization. * * * Following an auction process, the Debtors in September 2022 selected the bid submitted by FTX US' West Realm Shires Inc. as the winning bid for the assets. But after a series of events, FTX collapsed in November 2022, before the sale could be completed. After reopening bidding, Voyager Digital selected the offer from U.S. exchange BAM Trading Services Inc. (doing business as "Binance.US") as the highest and best bid for its assets. Binance's bid is valued at $1.022 billion. VRC LLC: Case Summary & 16 Unsecured Creditors ---------------------------------------------- Debtor: VRC, LLC 6272 Route 191 Cresco, PA 18326 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: April 26, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-00926 Judge: Hon. Mark J. Conway Debtor's Counsel: J. Zac Christman, Esq. J. ZAC CHRISTMAN, ESQUIRE 556 Main Street, Suite 12 Stroudsburg, PA 18360 Tel: (570) 234-3960 Fax: (570) 234-3975 Email: zac@fisherchristman.com Total Assets: $2,673,610 Total Liabilities: $1,429,964 The petition was signed by Svetlana Hanover as owner/member. A full-text copy of the petition containing, among other items, a list of the Debtor's 16 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TPVW2XA/VRC_LLC__pambke-23-00926__0001.0.pdf?mcid=tGE4TAMA WESTBANK HOLDINGS: Fannie Mae File Amended Plan ----------------------------------------------- Federal National Mortgage Association, a secured creditor and party in interest in the bankruptcy cases, filed an Amended Creditor's Plan of Reorganization for the Westbank Holdings, LLC, et al. for the resolution of the outstanding Claims and Interests in the Debtors. The Bankruptcy Court has approved procedures to govern the bidding on and an auction for the sale of the Debtors' Real Property. The Plan provides a mechanism for the Distribution of the proceeds of the sale of the Debtors' Real Property. The Plan also provides for the orderly liquidation of the Debtors' other assets, such as insurance and litigation claims, through the establishment of a Liquidating Trust and appointment of a Liquidating Trustee to administer such assets. When claims and assets in the Liquidating Trust have been liquidated, the funds in the Liquidating Trust will be distributed in accordance with the Bankruptcy Code's priority scheme and the terms of the Plan. The Debtors' chapter 11 cases are being jointly administered. Under the Plan, the cases will continue to be jointly administered, but will not be substantively consolidated. The proceeds from the sale(s) of the Debtors' Real Property will be administered and distributed on a case-bycase basis. Certain liabilities of three of the Debtors (Liberty Park Apartments, LLC; Forest Park Apartments, LLC; and Washington Place, LLC) are cross-collateralized and will be administered accordingly. There are five subclasses of General Unsecured Claims. As is discussed below, holders of Subclass 2A Claims shall receive an initial distribution from the Liquidating Trustee within thirty days of the Effective Date of the Plan (unless such claimants opt out of this treatment). The remaining Class 2 Claims shall receive their pro rata share of subsequent distributions (the "Pro Rata Distributions") from the funds deposited in the Liquidating Trust as Assets are liquidated and funds are available for Distribution, including recoveries from Avoidance Actions and other funds that are not derived from Fannie Mae Collateral. For the avoidance of doubt, recoveries from Causes of Action that constitute Fannie Mae Collateral, such as Insurance Claims, shall be distributed to Fannie Mae and not included in the pool for Pro Rata Distributions under Class 2. The 2B Opt-out claims, the 2C claims the 2D claims and the 2E claims remaining after the initial distributions by the Liquidating Trustee shall be pooled and form the basis for any future pro-rata distributions from the Liquidating Trust. Under the Plan, holders of Subclass 2A General Unsecured Claims (that do not fall in any other subclass) will receive payments in full of their claim. Holders of Allowed Subclass 2A Claims are unimpaired and are not entitled to vote on the Plan. Holders of Subclass 2B Tenant Unsecured Claims who does not timely submit a Class 2B Opt-Out Form, will receive 1,250.00. Each holder of a Subclass 2B Claim (Tenant Unsecured Claim) who timely submits a Class 2B Opt-Out Form, shall retain all rights to seek allowance of its Claim in the full amount of such asserted Claim, all objections shall be preserved, and such Claim shall be placed in the Liquidating Trust to receive its share of Pro Rata Distributions under the Liquidating Trust together with Class 2C, Class 2D and Class 2E deficiency claims. Subclass 2B is impaired. Holders of Subclass 2C Sewerage and Water Board Claims will receive an initial distribution of $357,000.00. The amount of the asserted Subclass 2C General Unsecured Claim shall be $3,008,104.97 and shall be included in the pool for Pro Rata Distributions under Class 2 General Unsecured Claims. Subclass 2C is impaired. Holders of Subclass 2D Small Business Administration Claims, Insider Claims and Intercompany Claims will receive its proportionate share of Pro Rata Distributions with 2B Opt-out claims, 2C claims and 2E deficiency claims. Subclass 2D is impaired by the Plan. Holders of Subclass 2E Fannie Mae Deficiency Claims will receive its proportionate share of Pro Rata Distributions. Fannie Mae agrees to voluntarily reduce its Pro-Rata Distribution to eliminate any dilution to other Pro-Rata Distribution recipients due to increased payments to Subclass 2C and Subclass 2D under this Amended Plan. To the extent that dilution does not occur for any reason, then Fannie Mae share in the Pro-Rata distributions will remain the same. Subclass 2E is impaired. Attorneys for Federal National Mortgage Association D/B/A Fannie Mae: Edward H. "Hank" Arnold, III, Esq. Katie Dysart, Esq. Lacey E. Rochester, Esq. Chris Vitenas, Esq. BAKER DONELSON BEARMAN CALDWELL & BERKOWITZ, PC 201 St. Charles Avenue, Suite 3600 New Orleans, LA 70170 Telephone: (504) 566-5200 Facsimile: (504) 636-4000 E-mail: harnold@bakerdonelson.com A copy of the Plan of Reorganization dated April 12, 2023, is available at https://bit.ly/3Lb5aqX from PacerMonitor.com. About Westbank Holdings Westbank Holdings, LLC, is a New Orleans, La.-based company primarily engaged in renting and leasing real estate properties. Westbank Holdings and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Lead Case No. 22-10082) on Jan. 27, 2022. In its petition, Westbank Holdings listed as much as $50 million in both assets and liabilities. Joshua Bruno, manager, signed the petition. Judge Meredith S. Grabill oversees the cases. Frederick L. Bunol, Esq., at The Derbes Law Firm, LLC, Alvendia Kelly & Demarest, LLC and G Rowland CPA & Associates, serve as the Debtors' bankruptcy counsel, special counsel and accountant, respectively. Richard W. Cryar, a partner at F M Reed Company, is the Debtors' chief restructuring officer. Dwayne M. Murray, the Chapter 11 trustee appointed in the Debtors' cases, tapped Fishman Haygood, LLP as legal counsel and Patrick J. Gros, CPA, as accountant. WESTBANK HOLDINGS: Joshua Bruno Plan Okayed for Voting ------------------------------------------------------ Judge Meredith S. Grabill has entered an order approving the Supplemental Disclosure Statement filed by Joshua Bruno for Westbank Holdings, LLC, et al. The Court finds that the Supplemental Disclosure Statement contains "adequate information" as that term is defined in 11 U.S.C. Sec. 1125(a)(1) of the Bankruptcy Code and finds that the dates set in this Order are reasonable and constitute adequate notice under the Federal Rules of Bankruptcy Procedure. Joshua Bruno may now solicit acceptances or rejections of the Plans of Reorganization filed on behalf of each Debtor, in these jointly administered proceedings pursuant to 11 U.S.C. Sec. 1125. Tuesday, April 25, 2023, is fixed as the last day for serving acceptances or rejections of the Plans pursuant to 11 U.S.C. s 1125. Monday, April 24, 2023, is fixed as the last day for filing and serving, pursuant to Bankruptcy Rule 3020(b)(1), written objections to confirmation of the Plans. Joshua Bruno's counsel is to tabulate the acceptances and rejections of the Plan, certify the Tabulation of Ballots, and file the Tabulation of Ballots into the record by Wednesday, April 26, 2023, at 12:00 P.M. An evidentiary hearing on confirmation the Plans will be held in person on Thursday, April 27, 2023, at 9:00 A.M. and Friday, April 28, 2023, at 9:00. A.M. before the undersigned at the U.S. Bankruptcy Court, Eastern District of Louisiana, 500 Poydras Street, Courtroom B-709, New Orleans, Louisiana. As reported in the TCR, Joshua L. Bruno, sole member of debtor Westbank Holdings, LLC, proposes a Plan for the Reorganization of the Debtor and the treatment and resolution of all claims and equity interests in and to the Debtor. The Plan provides for payments in the following priority: (1) Payment in full of Allowed Administrative Claims (2) Payment in full of Allowed Priority Tax Claims (3) Payment of the Plan Agent Cash (aggregate of $100,000) to the Plan Agent (4) Holders or Allowed Tenant Deposit Claims shall retain their legal, equitable, and contractual rights to which they may be entitled under state law (5) Payment in full of the Fannie Mae Secured Claim (6) Payment in full of the SBA Secured Claim (7) Payment of 90% to Holders of Allowed General Unsecured Convenience Class Claims (8) Payment of Pro Rata Share of a minimum of $1,000,000 to Holders of Allowed General Unsecured Trade Claims, Allowed Utility Provider Claims, and Allowed General Unsecured Claims (9) Payment of the Proceeds of the Retained Avoidance Actions to Holders of General Unsecured Trade Claims, Utility Provider Claims and Allowed General Unsecured Claims, Pro Rata Share. A copy of the Plan for the Reorganization dated March 22, 2023, is available at https://bit.ly/3FRcZyC from PacerMonitor.com. About Westbank Holdings Westbank Holdings, LLC, is a New Orleans, La.-based company primarily engaged in renting and leasing real estate properties. Westbank Holdings and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Lead Case No. 22-10082) on Jan. 27, 2022. In its petition, Westbank Holdings listed as much as $50 million in both assets and liabilities. Joshua Bruno, manager, signed the petition. Judge Meredith S. Grabill oversees the cases. Frederick L. Bunol, Esq., at The Derbes Law Firm, LLC, Alvendia Kelly & Demarest, LLC and G Rowland CPA & Associates, serve as the Debtors' bankruptcy counsel, special counsel and accountant, respectively. Richard W. Cryar, a partner at F M Reed Company, is the Debtors' chief restructuring officer. Dwayne M. Murray, the Chapter 11 trustee appointed in the Debtors' cases, tapped Fishman Haygood, LLP as legal counsel and Patrick J. Gros, CPA, as accountant. WHITTAKER CLARK: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Whittaker, Clark & Daniels, Inc. 23-13575 100 First Stamford Place Stamford CT 06902 Brilliant National Services, Inc. 23-13576 Soco West, Inc. 23-13578 L.A. Terminals, Inc. 23-13581 Business Description: The Debtors are engaged in nonmetallic mineral mining and quarrying. Chapter 11 Petition Date: April 26, 2023 Court: United States Bankruptcy Court District of New Jersey Judge: Hon. Michael B. Kaplan Debtors' Co-Bankruptcy Counsel: Michael D. Sirota, Esq. Warren A. Usatine, Esq. Felice R. Yudkin, Esq. COLE SCHOTZ P.C. Court Plaza North, 25 Main Street Hackensack, New Jersey 07601 Tel: (201) 489-3000 Email: msirota@coleschotz.com wusatine@coleschotz.com fyudkin@coleschotz.com Debtors' General Bankruptcy Counsel: Joshua A. Sussberg, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Tel: 212.446.4800 Fax: 212.446.4900 Email: joshua.sussberg@kirkland.com - and - Chad J. Husnick, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, IL 60654 Tel: 312.862.2000 Fax: 312.862.2400 Email: chad.husnick@kirkland.com Debtors' Financial Advisor: M3 PARTNERS LLC Debtors' Claims & Noticing Agent: STRETTO, INC. Estimated Assets (on a consolidated basis): $100 million to $500 million Estimated Liabilities (on a consolidated basis): $1 billion to $10 billion The petition was signed by Mohsin Meghji as chief restructuring officer. Full-text copies of two of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZWPJB5Y/Whittaker_Clark__Daniels_Inc__njbke-23-13575__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/EM3R6BI/Brilliant_National_Services_Inc__njbke-23-13576__0001.0.pdf?mcid=tGE4TAMA List of 20 Law Firms Representing the Tort Plaintiffs: Entity Nature of Claim Claim Amount 1. Simon Greenstone Panatier, PC Litigation Undetermined 1201 Elm St. Dallas, TX 75270 David C. Greenstone Tel: (214) 276-7680 Email: dgreenstone@sgpblaw.com 2. Weitz & Luxenberg, P.C. Litigation Undetermined 700 Broadway New York, NY 10003 Perry Weitz Tel: (856) 755-1115 Email: pweitz@weitzlux.com 3. SWMW Law, LLC Litigation Undetermined 701 Market St.., Unit 1000 St. Louis, MO 63101 Benjamin Schmickle Tel: (314) 862-2882 Email: ben@swmklaw.com 4. Maune Raichle Hartley French & Litigation Undetermined Mudd, LLC 1015 Locust St., Ste. 1200 St. Louis, MO, 63101 T. Barton French Tel: (314) 244-1397 Email: bfrench@mrhfmlaw.com Neil Maune Email: nmaune@mrhfmlaw.com 5. Napoli Shkolnik PLLC Litigation Undetermined 360 Lexington Ave., 11th floor New York, NY 10017 James Heisman Tel: (844) 230-7676 Email: JHeisman@napliLaw.com Christopher LoPalo Email: clopalo@napolibern.com 6. Levy Konigsberg LLP Litigation Undetermined 800 3rd Ave., 33rd floor New York, NY 10158 Moshe Maimon Tel: (609) 720-0400 Email: mmaimon@levylaw.com 7. Dean Omar Branham Shirley, LLP Litigation Undetermined 302 N. Market St. Dallas, TX 75202 Jessica Dean Tel: (214) 722-5990 Email: jdean@dobslegal.com 8. Simmons Hanly Conroy LLC Litigation Undetermined 1 Court St. Alton, Illinois 62002 Laurence v. Nassif Tel: (212) 257-8482 Email: lnassif@simmonsfirm.com 9. Early, Lucarelli, Sweeney & Litigation Undetermined Meisenkothen, LLC 360 Lexington Ave., 20th Floor New York, NY 10017 James F. Early Tel: (203) 777-7799 Email: jfe@elslaw.com 10. Cohen, Placitella & Roth, P.C. Litigation Undetermined 2001 Market St., Ste. 2900 Philadelphia, PA 19103 Christopher Placitella Tel: (888) 219-3599 Email: cplacitella@cprlaw.com 11. The Gori Law Firm Litigation Undetermined 156 N. Main St. Edwardsville, IL 62025 Sara Salger Tel: (618) 247-4247 Email: sara@gorilaw.com D. Todd Matthews Email: todd@gorijulianlaw.com 12. The Lanier Law Firm Litigation Undetermined 10940 W. Sam Houston Pkwy Houston, TX 77064 Mark Lanier Tel: (212) 421-2800 Email: WML@LanierLawFirm.com Michael A. Akselrud Tel: (310) 277-5100 Email: Michael.Akselrud@LanierLawFirm.com 13. Meirowitz & Wasserberg, LLP Litigation Undetermined 1040 6th Ave., Ste. 12B New York, NY 10018 Daniel Wasserberg Tel: 212) 897-1988 Email: dw@mwinjurylaw.com 14. Waters Kraus & Paul Litigation Undetermined 3141 Hood St., Ste. 200 Dallas, Texas 75219 Sam Iola Tel: (214) 357-6244 Email: siola@waterskraus.com 15. Belluck & Fox, LLP Litigation Undetermined 546 5th Ave., 5th Floor New York, NY 10036 Joseph W. Belluck Tel: (212) 681-1575 Email: jbelluck@belluckfox.com 16. Karst & Von Oiste LLP Litigation Undetermined 505 Main St. Port Jefferson, NY 11777 Erik Karst Tel: (281) 970-9988 Email: epk@karstvonoiste.com 17. Phillips & Paolicelli, LLP Litigation Undetermined 747 3rd Ave., 6th floor New York, NY 10017 Daniel J. Woodard Tel: (212) 388-510 Email: dwoodard@p2law.com 18. Kazan, McClain, Satterley & Litigation Undetermined Greenwood, A Professional Law Corporation 55 Harrison St., Ste. 400 Oakland, CA 94607 David McClain Joseph Satterley Tel: (510) 302-1000 Email: jsatterley@kazanlaw.com 19. Nachawati Law Group (f/k/a Fears Litigation Undetermined Nachawati) 5489 Blair Rd. Dallas, TX 75231 Majed Nachawati Tel: (214) 890-0711 Email: mn@ntrial.com 20. Kelley Ferraro, LLC Litigation Undetermined 950 Main Ave., Ste. 1300 Cleveland, OH 44113 John Martin Murphy Tel: (216)-238-8657 Email: jmurphy@kelley-ferraro.com WORLEY CHIROPRACTIC: May 16 Hearing on Disclosure Statement ----------------------------------------------------------- The Bankruptcy Court has entered an order conditionally approving the Disclosure Statement filed by Worley Chiropractic Clinic PA. The Court will convene a hearing to consider final approval of the disclosure statement and confirmation of the Plan on May 16, 2023 at 10:30 AM at the Clement F. Haynsworth Federal Building and U.S. Courthouse, 300 East Washington Street Greenville, South Carolina. On or before May 11, 2023, any creditor or party in interest that wishes to object to confirmation of the Plan must file and serve the objection. On or before May 11, 2023, all creditors and other parties in interest entitled to vote on the Plan must file their written acceptance or rejection of the Plan. About Worley Chiropractic Clinic Worley Chiropractic Clinic PA is a chiropractic clinic located in Greenwood, S.C. Worley Chiropractic Clinic sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. S.C. Case No. 22-01831) on July 12, 2022, listing $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Donald B. Worley, president, signed the petition. Judge Helen E. Burris oversees the case. Robert H. Cooper, Esq., at The Cooper Law Firm, serves as the Debtor's legal counsel while Montgomery & Company, CPAs, PA is the Debtor's accountant. ZIPRECRUITER INC: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) for ZipRecruiter, Inc. (ZIP) at 'B+'. The Rating Outlook is Stable. Fitch has also affirmed the company's senior unsecured notes at 'BB-'/'RR3'. The ratings impact approximately $800 million of debt, including unused capacity on ZIP's $250 million senior secured revolving facility. Fitch believes the company will face revenue pressures on its business in 2023 and possibly into 2024, but management appears focused on maintaining profitability and cash flows via effective cost containment. ZIP grew meaningfully since its 2010 founding and quickly become one of the leading online marketplaces for U.S. job search. Fitch's ratings reflect the company's revenue growth trajectory, which faces near-term challenges due to slowing macro conditions; a solid margin profile; a history of positive FCF generation; and relatively low leverage. These positive factors are balanced against a competitive end market. KEY RATING DRIVERS Near-Term Growth Challenges: ZIP's growth profile has historically been a credit positive, but it is currently hampered by a weaker macro landscape in the U.S. and slowing hiring conditions. ZIP grew meaningfully in recent years with revenue of $905 million in 2022, or more than 3.0x its 2017 revenue. Heavy media advertising spending enabled the company to build brand awareness among U.S. consumers and employers. Sales and marketing spend comprised 53% of 2022 revenue and 65% in 2019 (pre-pandemic). Fitch believes marketing will continue to be a key spend category to drive future growth. EBITDA also grew meaningfully and is approaching $200 million compared to only breaking even in 2019. This small profit scale, however, is a limiting factor for the IDR. Fitch expects revenue and EBITDA growth to contract in the near term due to a weaker U.S. macro landscape and slowing hiring conditions. However, Fitch believes ZIP is solidly positioned in the industry landscape and its growth profile could improve again in-line with its historic trajectory once U.S. macro and hiring conditions stabilize. Competitive Landscape: Fitch views the U.S. job recruitment marketplace as highly competitive and fragmented, which constrains the IDR. ZIP established itself in recent years as a well-known online U.S. job search resources, which signals its strong execution capabilities but also points to potential competitive threats over time. Other online marketplace operators faced material execution challenges historically and lost share after establishing a strong online presence, including Monster Worldwide, Inc., CareerBuilder, among others. ZIP also competes with a range of alternative solutions including recruiters, vertical-focused job sites, employer's own sites, LinkedIn, Indeed, and others. Industry Cyclicality: Fitch views the highly cyclical nature of the staffing industry as a key credit consideration that constrains the IDR. The company could experience material negative headwinds on revenue, EBITDA and FCF in a prolonged recession given employers would meaningfully reduce jobs being advertised. ZIP expects 2023 revenue to decline 13% to 15% YoY while 1Q23 could be worse with revenue projected to decline more than 20%. Peers in online job postings experienced revenue declines of more than 30% during 2009 while staffing companies realized declines as high as 30%-40%. ZipRecruiter was formed in 2010, but Fitch believes the company could be meaningfully impacted during an economic correction. Moderate Leverage: ZIP's debt/EBITDA near 3.0x is relatively low for the 'B+' rating category, but Fitch believes the staffing industry's cyclicality could lead to meaningfully higher leverage in a relatively short timeframe if economic conditions deteriorate. Revenue declined 14% YoY, for example, in the two quarters following the beginning of the pandemic in the U.S. EBITDA did improve materially during this period as the company reduced marketing spend, but a more prolonged economic correction could negatively impact EBITDA and pressure leverage. Fitch expects EBITDA leverage to remain in the 2.0x-3.0x range in the coming years, although M&A could be a factor over time that impacts its profile. Solid Liquidity: Fitch expects the company will continue to generate positive free cash flow in the future, helped by low capital intensity and working capital requirements. This should further bolster the balance sheet that had $570 million of cash and investments as of YE 2022. ZIP remains in the early growth stage of its business lifecycle, and Fitch believes the company is likely to prioritize growth spending (organic investments and M&A) in the coming years. However, it has also used excess cash for share buybacks and spent $339 million on share repurchases in 2022. DERIVATION SUMMARY ZipRecruiter competes in a large and fragmented online job search industry. Many of its primary peers including LinkedIn, Indeed, Monster, CareerBuilder and others are private or divisions of larger companies and are not rated by Fitch. Fitch considers ZIP's rating profile relative to a range of business services and technology companies in its ratings universe, comparing factors including growth, margins, business lifecycle, leverage, CF dynamics, competitive position, among others to arrive at its rating. Fitch rates industrial staffing provider EmployBridge Holding Company (B+) and healthcare staffing provider AMN Healthcare, Inc. (BB+), which each operate in recruiting but with traditional staffing business models. Relative to EmployBridge and AMN, ZIP experienced stronger revenue growth in recent years and has higher EBITDA margins. ZIP's leverage profile is manageable for the IDR relative to peers. ZIP's strong growth and solid margins could position the IDR higher over time. However, the nascent stage of its business in a fragmented and competitive industry, its relatively small EBITDA scale, and cyclicality inherent in the recruiting industry constrains the rating to the 'B+' rating category. KEY ASSUMPTIONS - Revenues are pressured in 2023 due to slower hiring trends (down low-teens percentage) but growth resumes to mid-teens in FY2024-2026. - EBITDA margins improve in 2023 as the company is expected to focus on costs/profitability, with more modest margin expansion starting in FY2024. The company has targeted EBITDA margins of more than 30% over time but will likely balance the pace of achieving this target with revenue growth. - FCF generation remains solid due to limited working capital, cash taxes and capex requirements. - Capital allocation priorities are likely weighted toward share buybacks and M&A over time. Fitch has not forecasted M&A in its it base case. Recovery Assumptions: For entities rated 'B+' and below, where default is closer and recovery prospects are more meaningful to investors, Fitch undertakes a tailored, or bespoke, analysis of recovery upon default for each issuance. The resulting debt instrument rating includes a Recovery Rating (RR) from 'RR1' to 'RR6' that is notched from the IDR accordingly. In this analysis, there are three steps: (i) estimating the distressed enterprise value (EV); (ii) estimating creditor claims; and (iii) distribution of value. Fitch assumed ZIP would emerge from a default scenario under the going concern approach versus liquidation. Key assumptions used in the recovery analysis are as follows: - Fitch assumes a $95 million going concern EBITDA, which is materially below 2022 EBITDA of $185 million. This meaningful pullback could be driven by macro issues, mis-execution and/or share loss. - Fitch assumes an EV/EBITDA multiple of 6.5x upon emergence from bankruptcy. This multiple is validated based upon comparable public company trading multiples (current & historic), industry M&A, and comparable reorganization multiples Fitch has witnessed historically. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - EBITDA leverage, Fitch-defined as debt/EBITDA, sustained below 4.0x in conjunction with EBITDA scaling to sustainably above $200 million. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA leverage sustained above 5.0x; - Sustained deterioration in EBITDA margins to mid-teens percentage or lower, signaling potential competitive and/or market pressures. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: ZipRecruiter has a solid liquidity position that should enable it to continue to drive growth in the years ahead. It held $570 million of cash and investments at YE 2022. Additionally, the company has a $250 million senior secured revolving facility in place and generates positive FCF ($126 million in FY2022) that further supports liquidity needs. Given the low capital intensity of its business and limited working capital requirements, there are limited cash flow needs beyond growth investments. Debt Structure: The company has a relatively simple debt capital structure, with a $250 million senior secured revolving facility (undrawn currently) in place that expires in April 2026. The company also has $550 million of senior unsecured notes outstanding that mature in 2030. The senior notes bear interest of 5% per year. Fitch does not expect any material changes to the company's debt structure in the near-term, although M&A and growth investments could change this over time. ISSUER PROFILE ZipRecruiter is a two-sided, online marketplace for work. The company had more than 42 million job seekers engaged on its platform in 2022 and more than 100,000 paid employers as of 4Q22. It generates revenue from employers via flat-rate pricing and performance-based pricing terms. 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 ----------- ------ -------- ----- ZipRecruiter, Inc. LT IDR B+ Affirmed B+ senior unsecured LT BB- Affirmed RR3 BB- [] BOOK REVIEW: Transnational Mergers and Acquisitions ------------------------------------------------------ Author: Sarkis J. Khoury Publisher: Beard Books Softcover: 292 pages List Price: $34.95 Order your personal copy today at http://is.gd/hl7cni Transnational Mergers and Acquisitions in the United States will appeal to a wide range of readers. Dr. Khoury's analysis is valuable for managers involved in transnational acquisitions, whether they are acquiring companies or being acquired themselves. At the same time, he provides a comprehensive and large-scale look at the industrial sector of the U.S. economy that proves very useful for policy makers even today. With its nearly 100 tables of data and numerous examples, Khoury provides a wealth of information for business historians and researchers as well. Until the late 1960s, we Americans were confident (some might say smug) in our belief that U.S. direct investment abroad would continue to grow as it had in the 1950s and 1960s, and that we would dominate the other large world economies in foreign investment for some time to come. And then came the 1970s, U.S. investment abroad stood at $78 billion, in contrast to only $13 billion in foreign investment in the U.S. In 1978, however, only eight years later, foreign investment in the U.S. had skyrocketed to nearly #41 billion, about half of it in acquisition of U.S. firms. Foreign acquisitions of U.S. companies grew from 20 in 1970 to 188 in 1978. The tables had turned an Americans were worried. Acquisitions in the banking and insurance sectors were increasing sharply, which in particular alarmed many analysts. Thus, when it was first published in 1980, this book met a growing need for analytical and empirical data on this rapidly increasing flow of foreign investment money into the U.S., much of it in acquisitions. Khoury answers many of the questions arising from the situation as it stood in 1980, many of which are applicable today: What are the motives for transnational acquisitions? How do foreign firms plans, evaluate, and negotiate mergers in the U.S.? What are the effects of these acquisitions on competition, money and capital markets; relative technological position; balance of payments and economic policy in the U.S.? To begin to answer these questions, Khoury researched foreign investment in the U.S. from 1790 to 1979. His historical review includes foreign firms' industry preferences, choice of location in the U.S., and methods for penetrating the U.S. market. He notes the importance of foreign investment to growth in the U.S., particularly until the early 20th century, and that prior to the 1970s, foreign investment had grown steadily throughout U.S. history, with lapses during and after the world wars. Khoury found that rates of return to foreign companies were not excessive. He determined that the effect on the U.S. economy was generally positive and concluded that restricting the inflow of direct and indirect foreign investment would hinder U.S. economic growth both in the short term and long term. Further, he found no compelling reason to restrict the activities of multinational corporations in the U.S. from a policy perspective. Khoury's research broke new ground and provided input for economic policy at just the right time. Sarkis J. Khoury holds a Ph.D. in International Finance from Wharton. He teaches finance and international finance at the University of California, Riverside, and serves as the Executive Director of International Programs at the Anderson Graduate School of Business. ********* 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. 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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 ***