/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230510.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, May 10, 2023, Vol. 27, No. 129 Headlines 702 VERMONT: Seeks to Hire Stacey Reeves as Bankruptcy Counsel 710 LONG RIDGE: Must Face the NLRB Case Despite Chapter 11 AA HOSPITALITY: Case Summary & Three Unsecured Creditors ADVISOR GROUP: S&P Upgrades ICR to 'B', Outlook Stable AKRON REBAR: Seeks Cash Collateral Access ALLIED HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors AMERIMARK INTERACTIVE: Seeks to Tap 'Ordinary Course' Professionals APPLE BIDCO: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable ARCONIC CORP: Fitch Puts BB+ LongTerm IDR on Watch Negative ATHENA MEDICAL: Taps Dorsey & Whitney as New Counsel ATLAS LITHIUM: Closes $20M Purchase Deal With Lithium Royalty AYTU BIOPHARMA: Subleases Portion of Manufacturing Facility BALL CORP: S&P Rates New $1BB Senior Unsecured Notes 'BB+' BASS MANAGEMENT: Case Summary & Three Unsecured Creditors BEAR HAVEN: Case Summary & 18 Unsecured Creditors BIG DADDY GUNS: Court OKs Final Cash Collateral Access BOUQUET RESTAURANT: Seeks to Hire Baker Firm as Legal Counsel BURTS CONSTRUCTION: Court OKs Final Cash Collateral Access CATHAY GENERAL: Fitch Affirms 'BB+/B' Issuer Default Ratings CENPORTS COMMERCE: Court OKs Cash Collateral Access Thru May 15 CHIEF INVESTMENTS: Sale of Substantially All Assets Withdrawn COADVANTAGE INC: S&P Upgrades ICR to 'B', Outlook Stable COINBASE GLOBAL: Will Stop New Loans via Borrow Service COLUMBIAN MUTUAL: A.M. Best Cuts Fin. Strength Rating to B(Fair) CROWN COMMERCIAL: June 16 Plan & Disclosure Hearing Set D&D BAKER: Court OKs Final Cash Collateral Access DECURTIS HOLDINGS: Court OKs $6.5MM DIP Loan from Invictus DEYO ENTERPRISES: Files Emergency Bid to Use Cash Collateral DIAMOND RENTAL: Seeks to Hire Sheehan & Associates as Counsel DIAMOND SCAFFOLD: Sertant Creditors Say Disclosure Deficient DIAMOND SPORTS: Wants to Stop New Deal for Mercury, Suns DIGIPATH INC: Bruce Raben Quits as Director DIGIPATH INC: Unit to Sell Assets to DPL NV for $2.3 Million DIXWELL PHARMACY: Unsecureds Will Get 8% of Claims in Plan DLOUX PROPERTIES: Case Summary & Three Unsecured Creditors DRAGOON MOUNTAIN: Litigation Trustee Taps Guttilla as Legal Counsel EAGLE MECHANICAL: Sale of Assets to Shiel Sexton for $52K Approved ELEVATE TEXTILES: Asks Creditors for Support on Lender Deal EMERALD ELECTRICAL: Court OKs Cash Collateral Access Thru May 25 F. SCOTT ENTERPRISES: Seeks to Hire Baker Firm as Legal Counsel FOX SUBACUTE: Affiliates Win Cash Collateral Access Thru July 1 FTX GROUP: Want to Claw Back $3.9Billion Cash, Crypto from Genesis G ARATA & SON: Seeks to Hire David Johnston as Bankruptcy Counsel GHOST TRAIN: Case Summary & 20 Largest Unsecured Creditors GUNTHER CHARTERS: Court OKs Deal on Cash Collateral Access HERMANOS GONZALES: Seeks to Hire MRIO Inc. as Real Estate Broker HMH CONSTRUCTION: Taps Law Offices of D. Blair Clark as Counsel IEH AUTO PARTS: Gets Court Okay for $75 Million DIP Financing IEH AUTO: Court OKs $75MM DIP Loan from American Entertainment INNOVATE CORP: Announces Date Change for Q1 2023 Earnings Call INTERNAP HOLDING: Court OKs Interim Cash Collateral Access KUEHG CORP: Moody's Assigns B2 Rating to New $1.4BB Term Loan KUEHG CORP: S&P Rates New $160MM Revolving Credit Facility 'B' LEGACY CARES INC: Taps Miller as It Enters Chapter 11 Bankruptcy LTL MANAGEMENT: Cancer Victims Ordered to Start Mediation MARY J. ROBERTS: Sale of Timber to Mid Carolina for $25K Okayed METROHAVANA TOWN: $2.76MM Sale of Miami Property to Fon-On Approved MIAMI JEWISH: Fitch Alters Outlook on BB+ LongTerm IDR to Negative MICROGEM US: Case Summary & 20 Largest Unsecured Creditors MISSISSIPPI CENTER: Court OKs Cash Collateral Access Thru May 10 MKS REAL ESTATE: $11.8-Mil. Sale of Forth Worth Asset to DSP OK'd MMJS ENGINEERING: Court OKs Deal on Cash Collateral Access MORAVIAN MANORS: Fitch Affirms 'BB+' on $17MM Health Care Bonds MOVIA ROBOTICS: Court OKs Cash Collateral Access Thru May 31 MUSCLEPHARM CORP: Creditor Seeks Chapter 11 Trustee Appointment NATURALSHRIMP INC: Business Combination on Track to Close in Q2 NEW HAVEN TRUCK: Court OKs Cash Collateral Access Thru May 31 NICK'S CREATIVE: June 27 Plan & Disclosure Hearing Set NORTH SHORE: Seeks to Hire Eisner Advisory Group as Accountant NORTHERN OIL: S&P Alters Outlook to Positive, Affirms 'B' ICR NOVABAY PHARMACEUTICALS: Closes $3M in Private Placement Financing NXT ENERGY: Delays Annual Report on Form 20-F Over Staffing Issues PACWEST BANCORP: Fitch Puts 'BB+' Rating on Watch Negative PANEVAS LLC: Seeks to Hire Anthony & Partners as Legal Counsel PANOS FITNESS: Court OKs Interim Cash Collateral Access PARAMOUNT RESTYLING: Taps Levene as Bankruptcy Counsel PAVERS INC: Court Approves $1.075-Mil. Sale of 3 Salina Properties PEPPERONI GRILL: Seeks to Hire Dylan Wells as Co-Manager PHOENIX BUILDING: Court OKs Cash Collateral Access Thru June 7 PHOENIX BUILDING: Court OKs Cash Collateral Access Thru June 7 PUERTO RICO: Judge Summons PREPA Parties on Stalled Debt Talks PURDUE PHARMA: Asks Court Okay for Up to $6.7M Executive Bonuses RAINMAKER HEALTH: Court OKs Cash Collateral Access Thru May 17 REMARK HOLDINGS: Receives Noncompliance Notice From Nasdaq REMODEL 615: Taps Bradley as Special Construction Counsel REPLICEL LIFE: Incurs C$743K Net Loss in 2022 RICH'S DELICATESSEN: Court OKs Cash Collateral Access Thru June 7 ROMAN CATHOLIC BISHOP: Case Summary & 20 Top Unsecured Creditors ROMANS HOUSE: Trustee Taps Kelly Hart & Hallman as Legal Counsel SAM'S PLACE: Seeks to Hire Cunningham as Legal Counsel SERENITY HOMES: Court Approves $159K Sale of Franklin Property SHOPS@BIRD: Lender Seeks to Prohibit Cash Collateral Access SILVER CREEK: U.S. Trustee Appoints Creditors' Committee SKINNY & CO: Court OKs Cash Collateral Access Thru June 12 SOLARIS TECH: Trustee's Sale of Assets to Element for $20K Approved TALKING TADPOLES: Court OKs Interim Cash Collateral Access THEODORE HANSEN: Trustee's Highland Property Sale for $1.6-MM OK'd THOMAS BEESON: Trustee's Sale of N.C. House for $2.3-Mil. Approved THOMPSON ROSE: Trustee Taps Turton as Real Estate Broker THRIVIFY LLC: Trustee Taps Bennington & Moshofsky as Accountant THRIVIFY LLC: Trustee Taps Blueprint as Real Estate Broker TRACY NEAL ROBINSON: Sells John Deere Tractor for at Least $30K TRANSIT PHYSICAL: Court OKs Cash Collateral Access Thru May 31 TRANSOCEAN LTD: Widens Net Loss to $465 Million in First Quarter TRIPLE B INVESTMENTS: Hires IBR Realty as Real Estate Broker TULEYRIES LAND: Seeks to Hire Cox Law Group as Bankruptcy Counsel UNION CIGAR: Seeks to Hire Cunningham as Legal Counsel UNITED DRILLING: Seeks to Hire Morrison-Tenenbaum as Legal Counsel US REALM POWDER: Hires SSG Advisors, LLC as Investment Banker VAL PROPERTIES: Gets Approval to Sell Bridgeport Property for $1.7M VALCOUR PACKAGING: S&P Downgrades ICR to 'CCC+', Outlook Stable VELOCIOUS DELIVERY: Wins Final Cash Collateral Access VIRGIN ORBIT: Court OKs $74.1MM DIP Loan from Virgin Investments VISTAM INC: Court OKs Interim Cash Collateral Access VOYAGER DIGITAL: Investor Lawsuit Resumes After Chapter 11 Filing VPR BRANDS: Agrees With Safa Goods to Settle Patent Lawsuits WAWANESA GENERAL: A.M. Best Cuts Fin. Strength Rating to C++ WHITE RABBIT: Wins Cash Collateral Access Thru June 1 WICKAPOGUE 1 LLC: Seeks Cash Collateral Access YC RIVERGOLD: Court OKs Interim Cash Collateral Access YC RIVERGOLD: Four Points by Sheraton Juneau Owner in Chapter 11 YELLOW CORP: Incurs $54.6 Million Net Loss in First Quarter [*] Subchapter V Bankruptcy Filings Rose 81% Y/Y in April 2023 ********* 702 VERMONT: Seeks to Hire Stacey Reeves as Bankruptcy Counsel -------------------------------------------------------------- 702 Vermont Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Stacey Reeves, Esq., an attorney practicing in Bronx, N.Y., to handle its Chapter 11 case. The attorney will render these services: a. provide the Debtor with necessary legal advice in connection with the Chapter 11 case and its responsibilities and duties as a debtor-in-possession; b. represent the Debtor in all proceedings before the bankruptcy court and the United States Trustee; c. review and prepare all necessary legal papersf; d. take all actions necessary to address the outstanding mortgage concerning the property; and e. perform all other legal services for the Debtor which may be necessary to obtain a successful conclusion of the Chapter 11 case. The attorney received a pre-petition retainer in the sum of $2,500. Ms. Reeves charges $325 per hour Ms. Reeves assured the court that she has no connection with or any interests adverse to, the Debtor, its creditors, other parties in interest, or their respective attorneys or accountant. The attorney can be reached at: Stacey Reeves, Esq. 3220 Fairfield Ave Bronx, NY 10463 Phone: (347)340-1008 Email: stacey_simon@msn.com About 702 Vermont 702 Vermont Inc. owns a single-family residential building at 702 Vermont Street Brooklyn, New York. The Debtor filed Chapter 11 Petition (Bankr. E.D.N.Y. Case No. 22-42458) on October 4, 2022. The Debtor is represented by Stacey Simon Reeves, Esq. of LAW OFFICE OF STACEY SIMON REEVES. 710 LONG RIDGE: Must Face the NLRB Case Despite Chapter 11 ---------------------------------------------------------- Jessica R. Towhey of McKnights Longterm Care News reports that a federal agency can proceed litigating allegations of unfair labor practices against the operator of several Connecticut nursing homes that declared bankruptcy in 2013. The ruling from the 3rd Circuit Court of Appeals allows the National Labor Relations Board to move against 710 Long Ridge Road Operating Company II LLC, which has been in and out of bankruptcy and other courts for more than a decade. Court documents emphasize the "complex" nature of the case, but the ruling from a three-judge panel on the Circuit Court found the question "before [them] simple" before noting that the preliminary injunction filed against the NLRB was incorrect. That leaves the agency free to pursue its case against the owner, despite the bankruptcy proceedings. In June 2012, HealthBridge Management LLC, which managed several nursing homes owned by 710 Long Ridge Road, announced that it had reached an impasse with unions representing workers at five nursing homes that operated under separate but similar collective bargaining agreements, according to court documents and local reporting. The unions represented approximately 700 employees at Long Ridge of Stamford, Newington Health Care Center, Westport Health Care Center, West River Health Care Center, and Danbury Health Care Center. The agreements were in effect from Dec. 31, 2004, to March 16, 2011. The management company then made its "Last, Best, and Final" offer on June 17, 2012, which was rejected by the union as being "unfair to the employees," according to the Westchester & Fairfield County Business Journals. Employees went on strike on July 3, 2012, after which the company hired replacement workers, court documents noted. In February 2013, the US Supreme Court ruled against the company that wanted to delay a lower court ruling ordering it to reinstate the striking workers. The case took another twist about a year later when HealthBridge announced that the US Bankruptcy Court for the District of New Jersey in Newark confirmed "with limited modifications" the bankruptcy reorganization plan. The company's press release noted that the Bankruptcy Court "overruled the objection of The New England Health Care Employees Union, District 1199 (SEIU, District 1199) and the National Labor Relations Board." The 3rd Circuit's ruling on Thursday, April 27, 2023, noted that the NLRB filed a "timely appeal" of the Bankruptcy Court's decision, and the agency moved ahead with its administrative proceedings while the bankruptcy also chugged along. The appeal was filed with the US District Court for the District of New Jersey and argued that the Bankruptcy Court lacked the jurisdiction to call for the preliminary injunction halting the agency's own work "because ordinary bankruptcy jurisdiction does not "allow [ ] interference with ongoing unfair labor practice cases," according to court documents. The agency also argued that it is attempting to "fix" a claim, with which the Appeals Court agreed. "Fixing a claim is exactly what the NLRB is attempting to do in the administrative proceeding," the judges wrote, adding that the District Court "legally erred" in deciding against the agency. Neither attorneys for 710 Long Ridge Road Operating Company II LLC, nor the NLRB returned requests for comment by McKnight's Long-Term Care News Friday, April 28, 2023. About 710 Long Ridge 710 Long Ridge Road Operating Company II, LLC and four affiliates own sub-acute and long-term nursing care facilities for the elderly in Connecticut. The facilities, which are managed by HealthBridge Management LLC, are Long Ridge of Stamford, Newington Health Care Center, Westport Health Care Center, West River Health Care Center, and Danbury Health Care Center. 710 Long Ridge Road Operating Company II and its affiliates sought Chapter 11 protection (Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013, to modify their collective bargaining agreements with the New England Health Care Employees Union, District 1199, SEIU. The Debtors owe $18.9 million to M&T Bank and $7.99 million on loans from the U.S. Department of Housing and Urban Development Federal Housing Administration. Michael D. Sirota, Esq., Gerald Gline, Esq., David Bass, Esq., and Ryan T. Jareck, Esq., serve as counsel to the Debtors. Logan & Company, Inc. is the claims and notice agent. Alvarez & Marsal Healthcare Industry Group, LLC, is the financial advisor. Porzio, Bromberg & Newman, P.C.'s Robert M. Schechter, Esq., and Rachel Segall, Esq., represents the Official Committee of Unsecured Creditors. The Committee retained EisnerAmper LLP as accountant. Levy Ratner's Suzanne Hepner, Esq., and Ryan J. Barbur, Esq., represent the New England Health Care Workers, District 1199 SEIU. Abby Propis Simms, Esq., Julie L. Kaufman, Esq., Nancy E. Kessler Platt, Esq., Dawn L. Goldstein, Esq., Paul Thomas, Esq., and John McGrath, Esq., at the National Labor Relations Board Special Litigation Branch in Washington, D.C., argue for the National Labor Relations Board. On March 6, 2014, Judge Steckroth entered a finding of fact, conclusions of law and order confirming 710 Long Ridge Road Operating Company II, LLC, et al.'s First Amended Joint Chapter 11 Plan of Reorganization. In accordance with the Plan, the Debtors have declared March 7, 2014, as the Effective Date of the Plan. A full-text copy of Judge Steckroth's March 6 Order is available for free at http://bankrupt.com/misc/710LONGRIDGEplanmemo0306.pdf The Plan provides for the combination of concessions and a cash infusion of approximately $67 million from affiliated entities and was accepted by the overwhelming majority of the Centers' creditors. Under the Plan, the Centers' creditors are entitled to a recovery of up to 75 percent on their claims and there will be no disruption in operations or services. The bankruptcy plan pertains only to the five unionized Connecticut Centers and does not apply to the other health care centers managed by HealthBridge Management, LLC. Each of the five centers is a sub-acute and long-term nursing care facility for the elderly in Connecticut. The facilities are Long Ridge of Stamford, Newington Health Care Center, Westport Health Care Center, West River Health Care Center, and Danbury Health Care Center. AA HOSPITALITY: Case Summary & Three Unsecured Creditors -------------------------------------------------------- Debtor: AA Hospitality Northshore LLC 9315 Westgate Blvd Proctor, MN 55810 Business Description: The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: May 8, 2023 Court: United States Bankruptcy Court District of Minnesota Case No.: 23-50219 Judge: Hon. William J. Fisher Debtor's Counsel: Ryan T. Murphy, Esq. FREDRIKSON & BYRON, P.A. 200 S Sixth St, Ste 4000 Minneapolis, MN 55402 Tel: 612-492-7000 Email: rmurphy@fredlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Aruna Patel as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XSM4CUI/AA_Hospitality_Northshore_LLC__mnbke-23-50219__0001.0.pdf?mcid=tGE4TAMA ADVISOR GROUP: S&P Upgrades ICR to 'B', Outlook Stable ------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Advisor Group Holdings Inc. to 'B' from 'B-'. The outlook is stable. At the same time, S&P raised its senior secured and senior unsecured debt ratings to 'B' from 'B-' and 'CCC+' from 'CCC', respectively. S&P said, "The upgrade reflects Advisor Group's improved debt-to-EBITDA leverage, which we now expect to be about 5.0x-5.5x in 2023, down substantially from over 8.0x at the end of 2022. The improvement stems largely from higher cash sweep revenue, benefiting from the rapid increase in short-term interest rates since early 2022. In fact, the company's leverage declined to about 5.0x in the first quarter if we were to annualize the first quarter data. We expect the company to generate annual cash sweep revenue of more than $350 million (approximately one-third of net revenue), significantly higher than the $32 million (just 4% of net revenue) in 2021. As cash sweep revenue is non-compensable to the company's financial advisors and has little cost associated with it, this increase mostly falls to the bottom line. "We expect revenue and cost synergies from the acquisitions of Infinex Financial Holdings and American Portfolios Financial Services Inc., which closed in fourth-quarter 2022, to add meaningfully to annual run-rate EBITDA in 2023.The acquisitions added $60 billion in assets under administration and 1,337 financial advisors to Advisor Group. We expect the benefits to EBITDA to materialize quickly because Advisor Group has a good track record of executing certain realizable synergies, including staff and non-staff expenses, bringing the acquired operations under Advisor Group's more economic fee contracts with strategic partners, and because both acquired companies use the same clearing broker as Advisor Group. "Our ratings on Advisor Group continue to reflect its private-equity ownership and aggressive financial management, including a high debt burden, negative tangible equity, and modest debt-service coverage. These are partially offset by the firm's minimal exposure to credit and market risk. Even though we expect Advisor Group's leverage to decline, we continue to see the firm's private-equity ownership and aggressive financial management as a rating constraint. In our view, the marketplace for advisers and acquisitions remains very competitive, and acquisitions across the industry (particularly by private-equity-owned independent broker-dealers) have often been financed through debt issuance, leading to heavy debt burdens and low debt service coverage, which have weighed on key credit metrics and ratings. "We expect Advisor Group's debt service coverage to modestly improve in 2023 from under 2.0x in 2022, but remain low--constraining the rating.One reason this ratio did not improve as much as the leverage ratio is because higher interest rates also increase interest expenses on Advisor Group's floating-rate term loan (about 47% of gross debt). The company's limited debt service coverage improvement is also attributable to its interest rate hedging strategy, including converting some sweep program balances to fixed-rate contracts (locking in rates over a few years, so they do not rise with short-term rates). While this has limited the growth in cash sweep revenue, it reduces the downside impact of future lower rates on EBITDA and the interest coverage ratio. "We see Advisor Group as having good liquidity, with plenty of cushion on its debt covenants. As of Dec. 31, 2022, the company had about $401 million in unrestricted cash, an undrawn committed $450 million revolving credit facility (maturing in May 2026), and no near-term debt maturities, supporting solid liquidity. The revolver has a springing net first-lien leverage covenant that would apply whenever the firm draws more than 35% on its revolver. As of Dec. 31, 2022, the net first-lien leverage was 3.1x, well below the maximum allowed under the debt covenant (7.5x), should it apply. "Our ratings on Advisor Group also incorporate our view of the company's sizable market share in the independent broker-dealer channel of the wealth management sector. With $510 billion in client assets under administration as of March 31, 2023, we believe Advisor Group has the scale to compete effectively in the independent brokerage channel, where it has a No. 3 position behind LPL Holdings Inc. and Ameriprise Financial Inc. "We rate the senior secured debt at the same level as the issuer credit rating to reflect its senior-most position in the debt structure. The senior unsecured debt rating is two notches below the issuer credit rating because of the substantial amount of priority debt (including the company's revolver, term loan, and senior secured notes) ahead of it. "The stable outlook reflects our expectation that Advisor Group's S&P-adjusted debt-to-EBITDA leverage should improve to 5.0x-5.5x by the end of 2023, even as the company's aggressive financial management and private-equity ownership constrain our view on capitalization and the rating. "Over the next 12 months, we could lower the rating if we expect Advisor Group's interest coverage to modestly worsen, or if we expect S&P-adjusted debt-to-EBITDA to substantially increase above 6.0x. "An upgrade is unlikely over the outlook horizon because of the private-equity ownership. Over the longer term, we could upgrade Advisor Group if we expect it to sustain leverage across interest rate and market cycles well below 4.0x because of a demonstrated commitment to a reduced debt appetite." AKRON REBAR: Seeks Cash Collateral Access ----------------------------------------- Akron Rebar Company and Sentinel Intelligence Group LLC ask the U.S. Bankruptcy Court for the Southern District of New York for authority to use cash collateral. The Debtors tell the Court that access to cash collateral is essential to their liquidation for the benefit of creditors, in that the Debtors need all of their cash on deposit and funds generated by sales and the collection of accounts receivable to pay for limited post-petition operating expenses. SMS Financial Strategic Investments III, LLC was the Debtors' primary working capital lender prior to the Petition Date and alleges a security interest in all of the Debtors' assets. Darlene L. Stump, Successor Trustee of the Dennis M. Stump Marital Trust of October 5, 1990, and the U.S. Small Business Administration allege having security interests junior in priority to that of SMS. Because of that prior relationship, the Debtors are unable to obtain financing from other sources and require the use of the Lenders' collateral to fund the post-petition operations of the Debtors. In 2019, Sentinel Intelligence Group LLC purchased the real property located at 809 W. Waterloo Road, Akron, Ohio 44314, the property in which Akron Rebar operates its business. With the unexpected global pandemic in the Spring of 2020, Akron Rebar, and in turn Sentinel, began experiencing cash flow issues. At the time, Akron Rebar had large installation projects pending in Ohio, Pennsylvania, West Virginia and New York. In the spring of 2020, the State of Pennsylvania shut down all pending construction work in the State which eliminated the receipt of income while Akron Rebar's laborers and union fringes nevertheless required payment on a weekly basis. At the same time, Akron Rebar's contracts were all fixed price contracts resulting in the elimination of any profit margin as the cost of steel more than doubled. Compounding these issues was the fact that accounts receivables all started running into the 90-to-120-day range. By October 2022, the iron workers' union #17 pulled all of their workers off Akron Rebar's contracts due to the inability to make the fringe benefit payments. While the Paycheck Protection Program, employee retention tax credits, EIDL loans and infusions of cash into the business by the Humphreys helped Akron Rebar struggle through this period, the continued decrease in gross receipts coupled with increased expenses required the shift of focus to the marketing of the company's assets and collection of accounts receivables and liquidation of assets to maximize the value of the businesses for the benefit of creditors. In order to use cash collateral in accordance with 11 U.S.C. section 363, the Debtors are required to provide each party with an interest in cash collateral, to the extent applicable, adequate protection for such use of cash collateral. The Debtors submit that by the granting of replacement liens on the Company's assets, the Debtors satisfy the requirements of adequate protection under 11 U.S.C. sections 361 and 363e, and should be authorized to use the cash collateral as requested. To adequately protect the Lenders, the Debtors are also offering in the Proposed Order: i. To grant the Lenders a security interest in the post-petition assets of Akron Rebar, including but not limited to cash, accounts receivable, inventory and equipment, as well as the products and proceeds thereof to the extent of the diminution of the Lender's Collateral securing the indebtedness. These replacement liens will have the same validity, priority and extent (if any) as the liens on the cash collateral that existed at the time of the commencement of the bankruptcy cases; and ii. To provide financial information to the Lenders on a monthly basis during the term of the Proposed Order through the filing of monthly operating reports. A copy of the motion is available at https://bit.ly/3M0bCRW from PacerMonitor.com. About Akron Rebar Co. Akron Rebar Co. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-50624) on May 4, 2023. In the petition signed by Michael B. Humphrey, Sr.. vice president and secretary, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Peter G. Tsarnas, Esq., at Gertz & Rosen, Ltd., represents the Debtor as legal counsel. ALLIED HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Allied Healthcare Products, Inc. 1720 Sublette Avenue Saint Louis, MO 63110 Business Description: Allied Healthcare is a manufacturer of AHP300 transport ventilator, carbon dioxide absorbent, suction regulators & aspirators, ventilators, emergency products, and medical gas systems. Chapter 11 Petition Date: May 8, 2023 Court: United States Bankruptcy Court Eastern District of Missouri Case No.: 23-41607 Judge: Hon. Brian C. Walsh Debtor's Counsel: Eric C. Peterson, Esq. SPENCER FANE LLP 1 North Brentwood Blvd. Suite 1200 Saint Louis, MO 63105 Tel: 314-863-7733 Email: epeterson@spencerfane.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Akash Amin as president and chief restructuring officer. A full-text copy of the petition is available for free at PacerMonitor.com at: A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZRUCDMA/Allied_Healthcare_Products_Inc__moebke-23-41607__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. C.T. Male Associates Trade Debt $68,627 50 Century Hill Dr. Latham, NY 12110 Kirk Moline Tel: 518-786-7400 Email: k.moline@ctmale.com 2. Catalina Cylinders Trade Debt $40,302 2400 Aluminum Ave. Hampton, VA 23661 T. Cundiff Tel: 757-896-9100 Email: tcundiff@catalinacylinders.com 3. Cheen Houng Enterprise Trade Debt $154,473 23 Alley II Lane 65 San Dreen Street Shulin, Taipei Taiwan 23805 Leo Chein Tel: 886226892001 Email: chtwn@ms21.hinet.net 4. Conbraco Industries Inc. Trade Debt $36,262 PO Box 247 Matthews, NC 28106 Jodi Chapman Tel: 704-841-6000 Email: jodi.chapman@aalberts-ips.com 5. Dist. No. 9, Int'l $17,475,671 Assoc. of Machinists 12365 St. Charles Rock Rd. Bridgeton, MO 63044 Joe Eccardt Tel: 314-739-6442 Email: jeccardt@district9.org 6. EMG Technology Co., Ltd. Trade Debt $147,722 No. 58, 35th Rd. Taichung Ind. Park Shi Tuen District Taichung Taiwan 40768 Jason Huang Tel: +866-4-2359-6031 Email: jason@emgtech.com.tw 7. Fres-Co System USA, Inc. Trade Debt $52,714 3005 State Road Telford, PA 18969 A. Williams Tel: 215-721-4600 Email: awilliams@fresco.com 8. Gardner Denver Trade Debt $72,448 1800 Gardner Expressway Quincy, IL 62305 Brittany Weathers Tel: 1-217-277-8127 Email: brittany.weathers@irco.com 9. Gast Manufacturing Corp. Trade Debt $117,822 PO Box 97 Benton Harbor, MI 49022 Charlie Burns Tel: 269-934-1229 Email: cburns@idexcorp.com 10. Golden Ocean Inc. Trade Debt $101,159 No 412-17 Fengzhou Rd. Shangang District Taichung City, Taiwan 42945 Victor Liao Tel: +886-4-2529-0585 Email: usawish@gmail.com 11. John Henry Foster Co. Inc. Trade Debt $60,399 Attn: Martha Page 4700 Lebourget Drive Saint Louis, MO 63134-0820 Martha Page Tel: 314-427-0600 Email: mpgae@jhf.com 12. Matheson Tri-Gas Inc. Trade Debt $39,801 909 Lake Carolyn Parkway Irving, TX 75039 C. Joniak Tel: 972-560-5700 Email: cjoniak@mathesongas.com 13. New York State Government $600,000 Dept. of Envir. Conserv. Contract Remedial Bureau B, Section D 625 Broadway, 12th Floor Albany, NY 12233-7012 Jennifer Dougherty Tel: 518-402-8044 Email: jennifer.dougherty@dec.ny.gov 14. Porex Corporation Trade Debt $52,621 500 Bohannon Rd. Fairburn, GA 30213 Ronald Geisler Tel: 800-241-0195 Email: ron.geisler@filtrationgroup.com 15. Riverdale Packing Corporation Trade Debt $67,176 7301 Hazelwood Ave. Hazelwood, MO 63042-2909 Janie Albers Tel: 314-298-8980 Email: janie@riverdalecorp.com 16. Sarchem Laboratories Trade Debt $53,500 5012 Industrial Rd. Farmingdale, NJ 07727 Dr. Sara Kumar Tel: 732 938 2777 Email: sara.kumar@sarchemlabs.com 17. Selig Group Trade Debt $37,020 5569 33rd St. SE Grand Rapids, MI 49512 Brenda Tower Tel: 616-949-9090 Email: btower@seliggroup.com 18. Semco Plastic Co. Trade Debt $39,110 5301 Old Baumgartner Rd. Saint Louis, MO 63129 Audrey Word Tel: 314-487-4557 Email: aword@semcoplastics.com 19. Underwriters Laboratories Trade Debt $105,593 333 Pfingsten Rd. Northbrook, IL 60062 P.D. Jyothilakshmy Email: jyothilakshmy.pd@ul.com Tel: 847-664-2306 20. Wonderlife Trade Debt $205,363 Technology Inc. No. 412-17 Fengzhou Rd. Shengang District Taichung City, Taiwan 42945 Victor Liao Tel: +886-4-2529-0585 Email: usawish@gmail.com AMERIMARK INTERACTIVE: Seeks to Tap 'Ordinary Course' Professionals ------------------------------------------------------------------- Amerimark Interactive, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ professionals utilized in the ordinary course of business. The "ordinary course" professionals include: Brann & Isaacson Legal Esbrook P.C. Legal Minami Tamaki LLP Legal Stout Risius Ross LLC Expert Witness PriceWaterhouseCoopers LLP Accounting Although some of the OCPs may hold unsecured claims against the Debtors in connection with services rendered prepetition, the Debtors do not believe that any of the OCPs represent or hold an interest materially adverse to the Debtors, their creditors, or other parties in interest with respect to the matters for which they are proposed to be employed. 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 Inc. is the notice, claims and balloting agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Cheryl Santaniello, Esq., is the committee's attorney. APPLE BIDCO: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Apple Bidco LLC (Atlantic Aviation), provider of fuel, terminal, aircraft hangaring, and other aviation services. S&P said, "At the same time, we lowered our issue-level rating and revised the recovery rating on the first-lien credit facility to 'B' and '3', respectively, due to lower recovery prospects for first-lien lenders given the increase in first-lien debt. "The stable outlook reflects our expectation that Atlantic will sustain S&P Global Ratings' pro forma adjusted leverage in the mid-6x area with ample liquidity to fund increased capital investments for the next 12 months, despite deceleration in earnings growth. We project a limited increase in interest expense because of interest rate hedges the company has already put in place. "Atlantic will maintain leverage within our threshold for the 'B' rating despite the additional debt issuance. Leverage improved to the high-5x area in 2022 from over 7x in 2021. This is due to contributions from its equity-financed merger with Ross Aviation, and healthy organic growth amid favorable operating conditions. Private aviation flight volumes exceeded pre-pandemic levels by 20% through 2022. Following the transaction, leverage will rise to 6.7x, well below our mid-7x downgrade threshold, and we forecast leverage will remain in the mid-6x area for the next 12 months as organic growth slows amid a shallow economic downturn because demand for the company's services are historically correlated with GDP growth. Furthermore, the company is primarily focused on business customers (about 63% of gross profit) where demand is historically more cyclical than leisure and high net worth individuals (37%) increasing the cyclical sensitivity of its earnings. "We expect Atlantic's financial policy focus will continue to shift toward periodic debt-funded shareholder returns limiting sustained improvement in leverage. Since its leveraged buyout by KKR & Co. Inc. in 2021, Atlantic Aviation has accelerated its acquisition-based industry consolidation growth strategy to realize scale economics and increase its market share to over 100 locations (from about 60). As a result, few scaled competitors remain, and we believe large acquisitions are less likely going forward. Smaller acquisition targets remain, but high acquisition prices, in the mid- to high-teens as a multiple of EBITDA, could delay improvement in leverage longer term. In addition, we expect periods of strong operating performance will be followed by large debt-funded dividends as KKR de-risks its significant $2.9 billion equity investment. "Rising capital expenditures, interest expense, and taxes will pressure Atlantic's free operating cash flow (FOCF) growth in 2023 and 2024. The company's position within the 'B' rating category could weaken if FOCF to debt declines beyond our base-case expectation in the low single-digit percent in 2023 and 2024. Atlantic plans to materially increase its growth capital investments in 2023 and 2024 to improve its infrastructure and hangar rental capacity. At the same time, we project its earnings growth will slow materially. Nevertheless, our rating affirmation reflects our view these incremental investments are flexible because they are not linked to significant near-term lease renewals. Furthermore, the company has entered into interest rate hedges that secure a base interest rate of 2.2% covering 80% of its funded debt through September 2026, which will insulate its cash flows in the event of persistently high interest rates. "The company's flexible cost base and ample liquidity sources support our assessment. Under our updated base case we expect a modest economic downturn in 2023. Economic conditions currently indicate a resilient economy despite challenges, but a far worse outcome could result from increased credit tightening, and we believe Atlantic's earnings could decline by about 30% in a severe recession. With that said, we believe Atlantic is unlikely to generate extended cash flow deficits that threaten to constrain its liquidity, even under severe earnings stress, because its capital expenditures can be reduced materially within a short period. In 2020, the company decreased capital expenditures (capex) by over 40% as private aviation flight activity declined sharply at the onset of the COVID-19 pandemic. Additionally, its $469 million in pro forma liquidity sources provide ample runway to withstand economic shocks assuming it maintains a disciplined financial policy." Outlook S&P said, "The stable outlook reflects our expectation Atlantic will sustain S&P Global Ratings' pro forma adjusted leverage in the mid-6x area with ample liquidity to fund increased capital investments for the next 12 months, despite deceleration in earnings growth. We project a limited increase in interest expense because of interest rate hedges the company has already put in place." Downside scenario S&P could lower its ratings on Atlantic if adjusted leverage exceeded the mid-7x on a sustained basis or FOCF to debt remained negligible. This could occur with: -- A severe decline in general aviation activity due to a recession; -- High volatility in fuel prices that depresses business jet utilization; -- Government regulations that unexpectedly limit Atlantic's operations, pricing policies, or industry economics; or -- A more aggressive financial policy that includes large debt-funded shareholder returns or leveraging acquisitions. Upside scenario S&P could consider raising its ratings on Atlantic if it sustained adjusted leverage of less than 6.5x with FOCF to debt above 5%. S&P could also consider an upgrade if the company significantly expanded its airport network and increased market share. ESG credit indicators: E2 S2 G2 ESG factors have an overall neutral impact on S&P's ratings for Atlantic Aviation. While the COVID-19 pandemic continues to impair air travel, the private jet segment was only temporarily affected and has fully recovered to exceed 2019 levels. Social-distancing measures and health concerns have supported demand for private air services. -- Atlantic's pro forma debt capitalization consists of the $325 million revolving credit facility due 2026 (undrawn) and about $2.7 billion in first-lien term loan debt due 2028. -- The borrower of the debt is Apple Bidco LLC. The borrower's parent, Atlantic Apple Holdings Corp., and the wholly owned U.S. subsidiaries of the borrower guarantee the debt. -- The debt is secured by substantially all assets of the borrower and guarantors. -- S&P's simulated default scenario contemplates a 2026 default amid macroeconomic weakness that results in substantially lower business jet utilization or unfavorable commodity price movements exacerbated by the ineffective management of fuel inventory and pricing, combined with a lack of service differentiation, which leads to lower earnings. -- S&P values Atlantic as a going concern given its leading market position and large network of key airport sites, which are secured under long-term lease contracts. ARCONIC CORP: Fitch Puts BB+ LongTerm IDR on Watch Negative ----------------------------------------------------------- Fitch Ratings has placed Arconic Corporation's (ARNC) 'BB+' Long-Term Issuer Default Rating (IDR) and its instrument ratings on Rating Watch Negative (RWN) following the announcement on May 4, 2023 that Apollo Global Management, Inc. (APO; A/Stable) and affiliates plan to acquire ARNC for approximately $5.2 billion. The RWN reflects the uncertainty regarding Arconic's long-term financial and capital allocation policies, particularly regarding the post-transaction capital structure and the potential need for external funding for planned strategic investments identified in the company's acquisition announcement. An incremental debt burden could weigh on the company's future FCF, relative to current levels. Fitch plans to resolve the Watch once Fitch has assessed the post-acquisition strategy and the financial policies to be pursued by the new owners, and Fitch believes the resolution could result in a downgrade of ARNC's ratings. The transaction is expected to close in the 2H23 and is subject to regulatory and also Arconic shareholders' approvals, at which point Fitch intends to resolve the RWN. KEY RATING DRIVERS 1Q23 Earnings Remain Resilient: 1Q23 sales were down 12% yoy to $1.9 billion, mostly due to the disposal of Russian operations and lower aluminum prices, but organically up by 6% on the back of strong growth in aerospace, packaging and ground transportation, offset by weaker diversified industrial sector. Air traffic demand and limited aircraft capacity are likely to drive increasing original equipment manufacturer (OEM) production rates during 2023. For 2023, the company expects strong automotive and commercial transportation in North America to offset weakness in Europe. Fitch expects to see continued operational improvements and additional growth throughout 2023-2025, trending towards pre-transaction gross EBITDA leverage of around 2x. Strong End-Market Demand: Each of Arconic's end-markets support the company's growth over the rating horizon, with aerospace and packaging being the most substantial drivers in the near term. Revenue from aerospace and packaging grew yoy by 52% and 32%, respectively, in 2022, leading the way for overall revenue to grow 19% to around USD9 billion. The continued effect of commodity price changes on EBITDA will likely be relatively neutral, as costs are mostly passed through to customers or hedged. Fitch expects aerospace demand will steadily increase over the next few years despite near-term recessionary fears given airline customers taking a long-term view on fleet planning, particularly following lower levels of fleet replacement occurring between 2019 and 2021. Fitch projects aircraft delivery and build rates will increase by around 20% over the next six to 12 months after a substantial ramp up during 2022 following pandemic lows. Higher production rates during 2023 assuming minimal supply chain disruptions. Cyclical, But Diversified End Markets: ARNC's end markets are cyclical, though some of this risk is partially mitigated by the company's diversified mix of end markets, long-term contracts and relationships, and innovative offerings. The company's customers operate in the commercial aerospace, ground transportation, packaging, diversified industrial, and building and construction industries. Each of these end-markets are cyclical individually, and exposure to economic cycles and demand fluctuations within these industries could contribute to yoy revenue volatility, though the risk to the company's financial profile is generally limited as it is able to hedge or pass through the majority of metal exposure to customers. Significant top-line volatility, which if persistent and coupled with operational disruptions, could lead to negative rating momentum. However, Fitch views market diversification as a positive factor for the company's credit profile given the likely counter-performance during a broad economic downturn. Improving Pre-Transaction Financial Structure: ARNC's pre-transaction leverage is relatively low and its financial structure is comparatively strong for the ratings and a contributing factor for the pre-transaction Positive Outlook. Fitch forecasts 2023 pre-transaction gross debt/EBITDA to remain at around 2.5x before decline to the low-2x range thereafter. Fitch believes the previously identified need to maintain low leverage to offset profitability concerns has somewhat dissipated given the company's lower required pension contributions going forward and improved product and end-market diversification. Fitch considers the company's profitability to be solid and in line with other 'BB' category issuers and somewhat sensitive to working capital fluctuations. Moderate Profitability, Improving Cash Flow: Fitch expects ARNC will generate EBITDA margins in the high-single digit or low-double-digit range over the next few years as the company largely passes commodity and labor costs to customers. FCF has marginally turned positive in 2022 and Fitch expects pre-transaction FCF to remain in the low-single-digit range over the rating forecast, aided by lower pension contributions, end-market recovery and growth, and less severe working capital swings compared with historical levels. Fitch understands the post-transaction FCF profile could be lower due to a potentially increased debt level. Fitch expects the company would have some flexibility to continue to incorporate incremental price increases in the case of prolonged cost pressure, though potentially to a modestly lesser degree. DERIVATION SUMMARY In general, Arconic has weaker profitability than similarly rated peers such as Kaiser Aluminum Corp. (BB-/Stable), but a stronger pre-transaction capital structure, which is more in line with investment-grade issuers. Fitch considers ARNC's end markets to be relatively diversified and expects the company's cash flow to gradually improve following several cost-cutting measures, reduced environmental costs and lower pension contributions. KEY ASSUMPTIONS Fitch's Key Assumptions within Its Rating Case for the Issuer - After a volatile 2022, Fitch assumes relatively stable aluminum prices through 2024 with an average price between $2,500 and $2,600 per tonne before declining to around $2,250 per tonne in 2025; - Sales volume continue to increase in the mid-single digit range throughout the forecasted period, led by aerospace and packaging; - Margins remain steady and trend toward the low-double digit range over the next few years; - Capex between 2% and 3% of revenue per year; - Annual dividend up to $100 million per year; - Pension contributions plus other post-employment benefit (OPEB) payments decline to around $100 million per year over the forecast; - No voluntary debt repayment or M&A. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Demonstrated commitment to a financial policy leading to mid-cycle gross EBITDA leverage sustained below 2.0x; - FCF margin sustained above 2.0% while maintaining advantaged operational and cost profile relative to other global manufacturers; - Improved financial flexibility evidenced by a less encumbered capital structure; - Clearly defined capital allocation plan, inclusive of Phase 3 and Phase 4 operational investments. Factors that could, individually or collectively, lead to negative rating action/downgrade: To resolve the Negative Watch: - Completion of the announced acquisition, including the company's operational and financial strategy To downgrade the IDR to 'BB': - Mid-cycle gross EBITDA leverage sustained around or above 2.5x; - Contingent legal liabilities, pension contributions, or environmental liabilities result in significant impact to FCF margins. Failure to complete the acquisition as contemplated would likely result in removal of the Negative Watch. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity Position: Fitch considers pre-transaction ARNC's liquidity position to be strong. Total liquidity comprised nearly $261 million of cash and equivalents and full availability under its $1.2 billion ABL facility at the end of 2022. Fitch anticipates ARNC, on a pre-transaction basis, will maintain liquidity of between $1.0 billion and $1.5 billion on average over the next several years between cash and its ABL facility, which could be drawn upon during the year to cover short-term working capital fluctuations but would likely be subsequently paid down. ARNC's pre-transaction capital structure consists of an ABL credit facility, senior first lien secured notes and senior second lien secured notes outstanding. The $700 million first lien notes are the earliest maturity and are due in 2025. ISSUER PROFILE Arconic Corporation (ARNC) is a provider of rolled aluminum products, extrusions, and building products within the building and construction, industrial, packaging, ground transportation, and aerospace & defense end-markets. 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 ----------- ------ -------- ----- Arconic Corporation LT IDR BB+ Rating Watch On BB+ senior secured LT BBB- Rating Watch On RR1 BBB- Senior Secured 2nd Lien LT BB+ Rating Watch On RR4 BB+ senior secured LT BBB- Rating Watch On RR2 BBB- ATHENA MEDICAL: Taps Dorsey & Whitney as New Counsel ---------------------------------------------------- Athena Medical Group, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Dorsey & Whitney, LLP as its bankruptcy and restructuring counsel. Dorsey & Whitney will replace the Debtor's bankruptcy counsel, The Law Firm of Mark J. Giunta, and special counsels, Ball Santin & McLeran and Simmons & Gottfried, PLLC. Dorsey & Whitney's services include: (a) preparing and filing any necessary amendments to the Chapter 11 bankruptcy petition, schedules of assets and liabilities, and statement of financial affairs; (b) prosecuting, to the extent necessary, continued relief under certain first-day motions, including the motion to allow the use of cash collateral, and provide legal services relating to the relief requested in the first-day motions; (c) advising the Debtor with respect to its powers and duties in the continued management of its business and property, including the preparation and review of pleadings, motions and correspondence; (d) attending meetings and negotiating with representatives of creditors and other parties in interest, and advising the Debtor on the conduct of the case, including all of the legal and administrative requirements of operating in Chapter 11; (e) acting as litigation counsel to prosecute claims and causes of action on behalf of the Debtor, including preference or fraudulent transfer actions relating to creditors; (f) acting as litigation counsel regarding the defense of any actions commenced against the Debtor; (g) assisting the Debtor in reviewing and objecting to claims filed against the Debtor; (h) advising the Debtor in connection with any contemplated sales of assets or business combinations; (i) advising the Debtor in connection with any financing and cash collateral arrangements, and negotiating and drafting documents related to such arrangements; (j) advising the Debtor on matters relating to the evaluation of the assumption, rejection or assignment of unexpired leases and executory contracts; (k) advising the Debtor with respect to legal issues arising in or relating to its ordinary course of business; (l) preparing legal papers; (m) negotiating and preparing a plan of reorganization, disclosure statement and all related documents, and taking any necessary action to obtain confirmation of such plan; (n) attending meetings with third parties and participating in negotiations; (o) appearing before the bankruptcy court, any appellate courts, and the Office of the United States Trustee; and (p) performing all other necessary legal services for the Debtor. The firm's hourly rates are as follows: Partners, Counsel, and Associates Up to $625 Paralegals and Legal Specialists Up to $285 Dorsey will receive a $200,000 retainer. Isaac Gabriel, Esq., a partner at Dorsey & Whitney, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Isaac M. Gabriel, Esq. Dorsey & Whitney, LLP 2415 E. Camelback Road, Suite 700 Phoenix, AZ 85016 Phone: (602) 735-2702 Fax: (480) 546-4248 Email: gabriel.isaac@dorsey.com About Athena Medical Group Athena Medical Group, LLC -- https://athenamedgroup.com/ -- provides primary care, transitional care, chronic care management, remote patient monitoring, and telehealth services. The company is based in Phoenix, Ariz. Athena Medical Group filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-01635) on March 16, 2023, with total assets of $3,843,022 and total liabilities of $12,707,798. James E. Cross has been appointed as Subchapter V trustee. Judge Brenda K. Martin oversees the case. The Debtor tapped the Law Office of Mark J. Giunta as bankruptcy counsel; and Ball, Santin & McLeran and Simmons & Gottfried, PLLC as special counsels. ATLAS LITHIUM: Closes $20M Purchase Deal With Lithium Royalty ------------------------------------------------------------- Atlas Lithium Corporation and Atlas Litio Brasil Ltda., a Brazilian subsidiary of the Company, entered into a Royalty Purchase Agreement with Lithium Royalty Corp., a Canadian company listed on the Toronto Stock Exchange. The transaction contemplated under the Purchase Agreement closed simultaneously on May 2, 2023, whereby the Company Subsidiary sold to LRC in consideration for $20,000,000 in cash, a royalty interest equaling 3% of the gross revenue received by the Company Subsidiary from the sale of products from certain 19 mineral rights and properties that are located in Brazil and held by the Company Subsidiary. On the same day, the Company Subsidiary and LRC entered into a Gross Revenue Royalty Agreement pursuant to which the Company Subsidiary grants LRC the Royalty and undertakes to calculate and make royalty payment on a quarterly basis commencing from the first receipt of the sales proceeds with respect to the products from the Property. The Royalty Agreement contains other customary terms, including but not limited to, the scope of the gross revenue, the Company Subsidiary's right to determine operations, and LRC's information and audit rights. Under the Royalty Agreement, the Company Subsidiary also grants LRC an option to purchase additional royalty interest with respect to certain additional Brazilian mineral rights and properties on the same terms and conditions as the Royalty, at a total purchase price of $5,000,000. About Atlas Lithium Atlas Lithium Corporations formerly Brazil Minerals, Inc. is a mineral exploration and development company with lithium projects and exploration properties in other critical and battery minerals, including nickel, rare earths, graphite, and titanium, to power the increased demand for electrification in its daily living, as exemplified by the rise in demand for electric vehicles, and simultaneous transition away from fossil fuels. The Company's current focus is on developing its hard-rock lithium project located in Minas Gerais State in Brazil at a well-known, premier pegmatitic district in Brazil. Atlas Lithium reported a net loss of $5.66 million in 2022, a net loss of $4.03 million in 2021, a net loss of $1.55 million in 2020, a net loss of $2.08 million in 2019, and a net loss of $1.85 million in 2018. Atlas Lithium said in its Annual Report on Form 10-K for the year ended Dec. 31, 2022, "Our future short- and long-term capital requirements will depend on several factors, including but not limited to, the rate of our growth, our ability to identify areas for mineral exploration and the economic potential of such areas, the exploration and other drilling campaigns needed to verify and expand our mineral resources, the types of processing facilities we would need to install to obtain commercial-ready products, and the ability to attract talent to manage our different areas of endeavor. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to scale back our existing operations and growth plans, which could have an adverse impact on our business and financial prospects and could raise substantial doubt about our ability to continue as a going concern." AYTU BIOPHARMA: Subleases Portion of Manufacturing Facility ----------------------------------------------------------- Aytu BioPharma, Inc. entered into an agreement with AMT Manufacturing Solutions, LLC, a newly established, full-service Contract Manufacturing Organization, to sublease 22,909 square feet of Aytu's Grand Prairie, TX manufacturing facility. This sublease represents over 30% of the Company's FDA and DEA-approved pharmaceutical manufacturing facility. In addition, commencing as early as April 1, 2024, but no later than Dec. 31, 2024, the sublease will be expanded to include the rest of the manufacturing facility, a total of 77,112 square feet. "This is a significant step forward in our goal to improve the margins of our ADHD products in both the short-term through overhead expense reduction and the longer-term as we transfer the manufacturing of our ADHD brands to a contract manufacturer," commented Josh Disbrow, Aytu's chief executive officer. "We are pleased to be working with AMTMS to allow us to reduce our monthly operating expenses and to materially reduce the costs associated with our Grand Prairie facility." "We look forward to launching our AMTMS CMO operations from within this world-class pharmaceutical manufacturing plant," said Timothy Rogers, chief executive of Adaptive Medical Technologies, AMTMS' parent company. Gerry Chastelet, chief executive officer of AMTMS, added, "This immediate move into part of Aytu's existing facility greatly improves our time to market in launching the AMTMS manufacturing business, while our eventual utilization of the entire FDA/DEA pharmaceutical manufacturing facility addresses our longer-term strategy for providing a wide range of CMO services for both nutraceutical and pharmaceutical opportunities." About Aytu BioPharma Englewood, Colorado-based Aytu BioPharma, Inc., formerly known as Aytu BioScience, Inc. -- http://www.aytubio.com-- is a pharmaceutical company commercializing a portfolio of commercial prescription therapeutics and consumer health products. The Company's prescription products include Adzenys XR-ODT (amphetamine) extended-release orally disintegrating tablets and Cotempla XR-ODT (methylphenidate) extended-release orally disintegrating tablets for the treatment of attention deficit hyperactivity disorder (ADHD), as well as Karbinal ER (carbinoxamine maleate), an extended-release antihistamine suspension indicated to treat numerous allergic conditions, and Poly-Vi-Flor and Tri-Vi-Flor, two complementary fluoride-based prescription vitamin product lines available in various formulations for infants and children with fluoride deficiency. Aytu's consumer health segment markets a range of over-the-counter medicines, personal care products, and dietary supplements addressing a range of common conditions including diabetes, allergy, hair regrowth, and gastrointestinal conditions. Aytu Biopharma reported a net loss of $110.17 million for the year ended June 30, 2022, compared to a net loss of $58.29 million for the year ended June 30, 2021. As of Sept. 30, 2022, the Company had $150 million in total assets, $96.09 million in total liabilities, and $53.91 million in total stockholders' equity. Denver, Colorado-based Plante & Moran, PLLC, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Sept. 27, 2022, citing that the Company's operations have historically consumed cash and are expected to continue to consume cash, which raises substantial doubt about the Company's ability to continue as a going concern. BALL CORP: S&P Rates New $1BB Senior Unsecured Notes 'BB+' ---------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level and '3' recovery ratings to Ball Corp.'s proposed $1 billion senior unsecured notes due 2029. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a default. The company intends to use the net proceeds from this offering to repay debt, including amounts currently outstanding under its revolving credit facility. The new notes will rank pari passu with the company's existing senior unsecured notes. S&P views the proposed refinancing as leverage neutral and forecast Ball's credit measures will remain appropriate for the current rating. The other ratings on Ball, including the 'BB+' issue-level ratings, are unchanged. BASS MANAGEMENT: Case Summary & Three Unsecured Creditors --------------------------------------------------------- Debtor: Bass Management Group, LLC d/b/a Holiday Inn Express 2580 Gulf To Bay Blvd. Clearwater, FL 33765 Chapter 11 Petition Date: May 8, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-01866 Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: (813) 877-4669 Fax: (813) 877-5543 Email: All@tampaesq.com Total Assets: $30,840,000 Total Liabilities: $11,225,558 The petition was signed by Shantia Singh as manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AABD6QA/Bass_Management_Group_LLC__flmbke-23-01866__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Three Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Florida Dept. of Revenue Sales and Use Tax $32,118 5050 W Tennessee Street Tallahassee, FL 32399-0125 2. City of Clearwater $12,846 PO Box 30020 Tampa, FL 33630-3020 3. IHG Franchise Fees $0 3 Ravinia Drive, Ste. 100 Atlanta, GA 30346-2149 BEAR HAVEN: Case Summary & 18 Unsecured Creditors ------------------------------------------------- Debtor: Bear Haven LLC 2409 College Avenue #16 Berkeley, CA 94704 Business Description: The Debtor owns a 17-unit apartment building located at 2409 College Avenue, Berkeley, California valued at $6.8 million. Chapter 11 Petition Date: May 8, 2023 Court: United States Bankruptcy Court Northern District of California Case No.: 23-40526 Debtor's Counsel: Stephen D. Finestone, Esq. FINESTONE HAYES LLP 456 Montgomery St., 20th Floor San Francisco, CA 94104 Tel: 415-421-2624 Fax: 415 398-2820 Email: sfinestone@fhlawllp.com Total Assets: $6,819,255 Total Liabilities: $3,691,299 The petition was signed by Peter Palmber as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MOSH4DY/Bear_Haven_LLC__canbke-23-40526__0001.0.pdf?mcid=tGE4TAMA BIG DADDY GUNS: Court OKs Final Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Florida, Gainesville Division, authorized Big Daddy Guns, Inc. and Big Daddy Guns 2, Inc. to use cash collateral on a final basis to continue business to pay ordinary and necessary operating expenses. The Debtors are authorized to utilize the cash collateral that Sports South LLC, Worldwide Distributors, Zen Capital, MEGED Funding Group Corp., Redstone Advance, Inc., and RSR Group, Inc. may have an interest. As adequate protection, the creditors are granted replacement liens and security interests in the Debtors' assets to the same extent that they held properly perfected pre-petition security interests or liens in assets immediately available prior to the filing of the petition commencing these cases. A copy of the order is available at https://bit.ly/3nF7r4s from PacerMonitor.com. About Big Daddy Guns Big Daddy Guns Inc. is a gun shop in Florida. Big Daddy Guns Inc. filed a petition 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. BOUQUET RESTAURANT: Seeks to Hire Baker Firm as Legal Counsel ------------------------------------------------------------- Bouquet Restaurant, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Kentucky to hire The Baker Firm, PLLC, as its counsel. The firm's services include: (a) general legal advice and representation; (b) representation at the meeting of creditors held pursuant to Section 341(a); (c) representation in all interactions with the U.S. trustee, or any duly appointed Chapter 11 trustee; (d) advice regarding the sale, recovery, or surrender of any assets of Debtor; (e) work related to the proposal, confirmation and consummation of a Chapter 11 plan, or other final disposition of the Debtor's Chapter 11 case; and (g) adversary proceedings deemed necessary for the Debtor's reorganization. Baker Firm received a retainer of $25,000. The firm will charge an hourly fee of up to $315 for attorneys work and up to $85 for non-attorney staff. In court filings, Michael Baker, Esq. disclosed that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael B. Baker, Esq. The Baker Firm, PLLC 301 W. Pike Street Covington, KY 41011 Phone: (859) 647-7777 Fax: (859) 647-7799 Email: mbaker@bakerlawky.com About Bouquet Restaurant Bouquet Restaurant, LLC operates a fine dining restaurant known as Bouquet. Its sole member and owner is Stephen A. Williams. Bouquet Restaurant sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ky. Case No. 23-20279) on April 19, 2023. In the petition signed by Stephen A. Williams, member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Tracey N. Wise oversees the case. Michael B. Baker, Esq., at The Baker Firm, PLLC, represents the Debtor as legal counsel. BURTS CONSTRUCTION: Court OKs Final Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Burts Construction, Inc. to use cash collateral on a final basis. As previously reported by the Troubled Company Reporter, on January 9, 2017, the Debtor executed a Promissory Note in the original principal amount of $1.5 million payable to Allegiance Bank. On February 2, 2022, the Debtor executed a Change in Terms Agreement with Allegiance with regards to the Note. Under the Change in Terms Agreement, the balance of the Note, $686,406, was payable as an interest only note. The maturity date on the Note was changed to a balloon payment due on August 2, 2022. The Note is secured by a blanket lien on all of the Debtor's assets by virtue of a UCC-1 Financing Statement filed with the Texas Secretary of State on May 11, 2020. The current balance due on the Note is $611,406 with interest only payments in the amount of $3,251. Interest is charged at the rate of 5.5% per annum. The Debtor is permitted to pay the remaining secured claim of Allegiance Bank in the amount of $165,616, with a per diem after May 4, 2023 in the amount of $20, in full from the cash collateral generated by the collection of the Ranch Receivable. The Court said all claims holding a lien on the Debtor's cash collateral have been fully satisfied and no further cash collateral orders are required. A copy of the Court's order is available at https://bit.ly/42dulio from PacerMonitor.com. About Burts Construction, Inc. Burts Construction, Inc. is a family-owned general contractor that offers, among other services, land clearing, demolition, site preparation, soil stabilization, underground utilities, and paving services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-31700) on June 20, 2022. In the petition signed by Katherine Burts, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Christopher M. Lopez oversees the case. Julie M. Koenig, Esq., at Cooper and Scully, PC is the Debtor's counsel. Ted L. Walker, Esq. at the Walker Firm, represents Allegiance Bank as counsel. CATHAY GENERAL: Fitch Affirms 'BB+/B' Issuer Default Ratings ------------------------------------------------------------ Fitch Ratings has affirmed Cathay General Bancorp's (CATY) Long- and Short-Term Issuer Default Ratings (IDR) at 'BB+' and 'B', respectively. The Rating Outlook is Stable. In addition, Fitch has affirmed Cathay Bank's Long- and Short-Term IDRs at 'BBB-' and 'F3', respectively. KEY RATING DRIVERS The affirmation and Stable Outlook reflect Fitch's view of the company's strong earnings power for the rating, higher-than-peer capital levels and a management team experienced at restructuring and work outs. Solid Franchise in Niche Market: CATY has built a niche through its Chinese-American ethnic affinity and relationship-focused banking, primarily serving the Asian-American community in California. CATY caters to the demographic's needs, such as providing Chinese language services. Average Risk Appetite: Fitch considers CATY's risk appetite average compared with peers and neutral to the rating. While CATY is one of the most Commercial Real Estate (CRE) concentrated banks among the mid-tier regional peers, Fitch views this in the context of the bank's current and expected capital buffer, healthy levels of internal capital generation and limited growth levels. Fitch views CATY's management team as experience and well-versed in working out of problem loans, which should help mitigate losses as credit conditions normalize. Asset Quality Metrics Benign: CATY has demonstrated strong asset quality over the past decade, but Fitch anticipates some normalization in credit metrics over the rating horizon. Impaired loans to gross loans have trended upward but remain below 2019 levels. Net chargeoffs (NCOs) to average loans remained low both relative to peers and on an absolute basis. Strong Earnings Power Amid Rising Rates: CATY's risk-adjusted earnings have consistently outperformed peers, but the bank's asset sensitivity leaves earnings vulnerable to contraction in a rapidly declining rate environment. CATY's lack of revenue diversity, as the most spread reliant bank in the peer group, serves as a ratings constraint. Capital Levels Appropriate for Risk Appetite: Fitch expects CATY to manage its CET1 ratio well above regulatory minimums and those of peers and to accrete capital through 2023. In 2022, CATY's CET1 ratio continued to trend downward as the bank continued to execute on share repurchases, but remained above the peer median. CET1 at year-end 2022 was 12.2% and adjusted for securities AOCI impact was 11.6%, which is well above the peer median of 9.3%. Absent organic outlets to deploy capital, Fitch expects CATY will continue to return capital to shareholders through repurchases and dividends. CATY's total payout ratio has resided on the higher end of the peer group and is expected to remain there going forward. Funding Approaches Pre-Pandemic Norms: Cathay General Bancorp's (CATY) funding and liquidity profile remained weaker in 2022 than its mid-tier regional peers. CATY's returned reliance of time deposits shows a shift in deposit inflows similar to its pre-pandemic strategy. CATY's cost of total deposits were 1.24% relative to peer median of 1% for 4Q22. Holding Company Notched Down: Fitch views liquidity management at the holding company to be the constraining factor on the rating and notes that the holding company has reduced its liquidity position in 2022. CATY's VR and IDR are one notch below those of Cathay Bank based on Fitch's view of the holding company's liquidity management. CATY remains highly reliant on dividend capacity from Cathay Bank to support common dividend payments from the holding company. In Fitch's view, CATY's approach to liquidity management is not commensurate with an investment-grade rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A significant deterioration in asset quality could drive a negative rating action. Pressure could emerge if impaired loans to gross loans were to meaningfully exceed 3% and be expected to remain above that threshold for several quarters. Additionally, outsized credit losses compared to peers, especially attributable to the bank's CRE portfolio, could create negative ratings pressure for CATY. Negative momentum could also occur if there were evidence of outsized deterioration in the level or volatility of earnings relative to peers. The bank's rating would be at risk if CET1 were to approach or ultimately dip below 10% and remain there for multiple quarters absent a credible plan to build levels back about this threshold. CATY's rating would also be sensitive to any change in capital management that brought on a rapid decline in capital levels, especially if CET1 were to fall near or below peer medians. A significant and sustained deterioration in loan to deposit ratio for the company could also drive a negative rating action. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade If CATY were to improve its revenue diversity through a reduction in its reliance on spread income, further diversification in its loan portfolio away from CRE concentrations and bring holding company liquidity in line with an investment-grade-rated institution, positive ratings pressure could occur. This would be predicated on CATY maintaining its conservative capital management and strong asset quality performance. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS Deposit Ratings: Cathay Bank's long-term, uninsured deposits are rated one notch higher than the bank's Long-Term IDR, as U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. Fitch rates Cathay Bank's short-term, uninsured deposits 'F3' in accordance with its Bank Rating Criteria based on Cathay Bank's long-term deposit rating and Fitch's assessment of Cathy Bank's funding and liquidity profile. CATY and Cathay Bank GSRs are rated 'No Support'. In Fitch's view, the probability of support is unlikely. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The long-term deposit rating is sensitive to any negative change to Cathay Bank's Long-Term IDR. Cathay Bank's short-term deposit rating is sensitive to negative change in the company's long-term deposit rating and Fitch's assessment of Cathay Bank's funding and liquidity profile. The long-term deposit rating is sensitive to any positive change to Cathay Bank's Long-Term IDR. Cathay Bank's short-term deposit rating is sensitive to positive change in the company's long-term deposit rating and Fitch's assessment of Cathay Bank's funding and liquidity profile. VR ADJUSTMENTS CATY's VR has been assigned at 'bb+', below the implied VR of 'bbb-' due to a negative adjustment for the 'weakest link' financial profile KRD - Funding and Liquidity. The Asset Quality score has been assigned at 'bbb-', below the implied score of 'aa' due to a negative adjustment for Concentrations. The Earnings and Profitability score has assigned at 'bbb', below the implied score of 'a' due to a negative adjustment for Revenue Diversity. The Capitalization and Leverage score has been assigned at 'bbb', below the implied score of 'a' due to a negative adjustment for Capital Flexibility. The Funding and Liquidity score has been assigned at 'bb+', below the implied score of 'a' due to a negative adjustment for Liquidity Coverage. 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 minimal impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Prior ----------- ------ ----- Cathay Bank LT IDR BBB- Affirmed BBB- ST IDR F3 Affirmed F3 Viability bbb- Affirmed bbb- Government Support ns Affirmed ns long-term deposits LT BBB Affirmed BBB short-term deposits ST F3 Affirmed F3 Cathay General Bancorp LT IDR BB+ Affirmed BB+ ST IDR B Affirmed B Viability bb+ Affirmed bb+ Government Support ns Affirmed ns CENPORTS COMMERCE: Court OKs Cash Collateral Access Thru May 15 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized Cenports Commerce Inc. to use cash collateral on an interim basis in accordance with the budget, through May 15, 2023. The Debtor requires the use of cash collateral to pay the reasonable expenses it incurs during the ordinary course of its business. As previously reported by the Troubled Company Reporter, the secured creditors are Fundbox, the U.S. Small Business Administration, Payability, Cedar Advance, Wolters Kiuwer Lien Solutions, Swift Financial, Toyota Industrial Commercial Finance, Arc Technologies, Inc., Wynwest Advance, Uptown Fund LLC, Halo T LLC, PIRS Capital, LLC, Vernon Capital, Unique Funding Solutions, and Webfund. The Debtor is authorized to use the secured creditors' cash collateral to make these payments: a. Up to $7,902 for Fulfillment Employees between April 28, 2023 and May 15, 2023; b. Up to $300 for State Compensation Insurance; c. Up to $600 for Chinese Team Insurance; d. Up to $70 for Arrow Fire Protection; e. Up to $200 for Payroll Processing Fee (ADP); f. Up to $250 for 401k (through ADP); g. $480 adequate protection payment to Small Business Administration. The Court said the secured creditors' liens that existed against the cash collateral on the petition date will attach to the receivables that the Debtor collects between the petition date and May 15, 2023. A final hearing on the matter is set for May 15 at 2 p.m. A copy of the order is available at https://bit.ly/3M49hpc from PacerMonitor.com. About Cenports Commerce Inc. Cenports Commerce Inc. is a B2B drop shopping (virtual distribution) company that helps brands sell products online to HomeDepot, Lowes, etc. under their own account. The Company has no inventory and uses internal tools to help retailers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. case No. 23-40478) on April 25, 2023. In the petition signed by Derrick Chen, as CEO of Censports Commerce Holding Inc., the Debtor's shareholder, the Debtor disclosed $212,973 in assets and $7,391,240 in liabilities. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, represents the Debtor as legal counsel. CHIEF INVESTMENTS: Sale of Substantially All Assets Withdrawn ------------------------------------------------------------- Judge Jason D. Woodard of the U.S. Bankruptcy Court for the Northern District of Mississippi withdrew Chief Investments, LLC's proposed sale of substantially all assets free and clear of all liens, claims, and interests. The Court has been advised that the sale contemplated has fallen through. About Chief Investments Oxford, Miss.-based Chief Investments, LLC filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Miss. Case No. 21-11765) on Sept. 20, 2021, listing as much as $10 million in both assets and liabilities. Joy Kyser Kizziah, managing member, signed the petition. The Law Offices of Craig M. Geno, PLLC represents the Debtor as legal counsel. COADVANTAGE INC: S&P Upgrades ICR to 'B', Outlook Stable -------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Bradenton, Fla.-based professional employer organization (PEO) AQ Carver Buyer Inc. (doing business as CoAdvantage Inc.) one notch to 'B' from 'B-'. S&P raised its issue level ratings on the first-lien and second-lien credit facilities one notch to 'B+' and 'CCC+', respectively. The stable outlook reflects S&P's view CoAdvantage will sustain adjusted leverage in the low- to mid-5x area in 2023 despite its forecast for a shallow recession in the second half of the year. S&P said, "CoAdvantage's leverage has been well below our 7x upgrade threshold because of strong hiring trends and wage inflation in its end markets. With leverage of 5.2x at year-end 2022, we believe the company has sufficient cushion to withstand a shallow economic recession and maintain leverage below 7x." Leverage has improved significantly over the past two years as a result of strong earnings growth due to wage inflation, low unemployment rates, new business wins, and robust economic growth in its key southeastern U.S. end markets. Compared with its public competitor TriNet Group Inc. (BB+/Stable/--) where worksite employee volumes declined 6% in the first-quarter 2023, CoAdvantage's volumes remained healthy in early 2023. CoAdvantage does not have large exposure to more volatile small technology companies in the Silicon Valley region. The company's narrow geographic and business focus, exposure to small business customers, and assumed insurance risks increase its susceptibility to an economic downturn. In 2023, S&P forecasts a shallow recession in its base-case scenario causing CoAdvantage's volume and revenue growth to slow. S&P projects EBITDA growth will decelerate and leverage will remain in the low- to mid-5x range. Current conditions so far indicate a resilient economy despite challenges. However, increased credit tightening stemming from recent events in the banking sector may lead to a far worse outcome because 71% of CoAdvantage's customers have fewer than 100 employees and it generates 67% of its revenues in the U.S. southeast. The company's liquidity cushion of $150 million provides ample runway in the event of more severe earnings and cash flow contraction. S&P said, "We forecast the company will generate about $30 million in unadjusted free operating cash flow in 2023 and 2024 despite weakening industry operating conditions. That said, CoAdvantage has a highly fixed cost base and no interest rate hedges, and we believe large revenue declines could result in cash flow deficits. Nevertheless, the company's liquidity position supports its ability to withstand a deeper and more protracted downturn in customer payrolls and client retention than we currently forecast under our base-case scenario." The adoption of a more aggressive financial policy could result in ratings pressure if operating performance weakens. Since the 2019 leveraged buyout by Aquiline Capital Partners, CoAdvantage has demonstrated financial discipline. It has taken no dividends and funded its small, periodic tuck-in acquisitions using cash on hand and draws under its revolving credit facility, which it quickly repaid. S&P based its expectation that the company will sustain leverage below 7x on its assumption it will maintain a reserved financial policy with respect to leveraging shareholder returns or large acquisitions. A significant departure from its current financial policy coupled with a decline in earnings could result in increased pressure on our ratings. CoAdvantage has successfully integrated smaller regional PEOs, improving its scale and its geographical and customer diversity. S&P said, "We think future tuck-in acquisition opportunities will likely arise as smaller competitors face rising industry stress as economic growth slows and small business payroll volumes weaken. If financing conditions improve, we believe the company could issue incremental debt to pursue larger acquisitions or pay shareholder dividends. Furthermore, we believe a sale of the company is a likely outcome in the medium term due to the significant improvement in earnings and valuation since the leveraged buyout." The stable outlook reflects S&P's view CoAdvantage will sustain adjusted leverage in the low- to mid-5x area in 2023 despite its forecast for a shallow recession in the second half of the year. S&P could lower its ratings over the next 12 months if adjusted leverage rises and remains above 7x. This could occur with: -- A worsening macroeconomic environment in CoAdvantage's key geographies, reducing worksite employee volumes, and increasing client losses; -- Cost overruns, acquisition integration missteps, or a sharp increase in insurance claims by volume or severity, resulting in earnings volatility; or -- Aggressive financial policy choices including large debt-funded acquisitions or shareholder distributions. Although unlikely over the next 12 months, S&P could raise the ratings if: -- The company continues to diversify through profitable expansion into new geographies and segments; -- Favorable macroeconomic conditions support healthy volume growth and modest EBITDA margin expansion; and -- S&P gains confidence its financial policy with respect to leveraging shareholder returns and acquisitions will remain reserved such that leverage remains lower than 4.5x. ESG credit indicators: E2, S3, G3; S&P said, "Social factors have a moderately negative consideration on our rating analysis of CoAdvantage. This reflects the mission-critical importance of its human resources and payroll services to its clients and their employees. In addition, there are high inherent risks and adverse consequences (reputational damage, legal/regulatory fines, and operational disruptions) if it fails to protect sensitive information or its critical infrastructure and applications. Governance is a moderately negative consideration, as it is for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects generally finite holding periods and a focus on maximizing shareholder returns." COINBASE GLOBAL: Will Stop New Loans via Borrow Service ------------------------------------------------------- Yueqi Yang of Bloomberg News reports that Coinbase Global Inc., the largest US crypto exchange, will stop issuing new loans through a service that lets people borrow using Bitcoin as collateral. New loans via the service, Coinbase Borrow, will cease effective May 10, 2023 the company said in a statement late Wednesday, May 3, 2023. There is no impact on customers' outstanding loans, the firm added. Coinbase Borrow provides loans of as much as $1 million against Bitcoin but only in certain US states. The company is due to report quarterly results on May 4 amid ongoing regulatory uncertainty surrounding the exchange. About Coinbase Global Founded in 2012, Coinbase Global Inc. is an American company that operates a cryptocurrency exchange platform, with its principal place of business located in San Francisco, California. The Company operates globally and is a leading provider of end-to-end financial infrastructure and technology for the cryptoeconomy. The Company offers retail users the primary financial account for the cryptoeconomy, institutions a state of the art marketplace with a deep pool of liquidity for transacting in crypto assets, and ecosystem partners technology and services that enable them to build crypto-based applications and securely accept crypto assets as payment. The Company is a remote-first company -- accordingly, the Company does not maintain a headquarters. On April 14, 2021, the Company completed the direct listing of its Class A common stock on the Nasdaq Global Select Market. * * * In its Form 10-Q in May 2022, the Company reported a net loss of $429.7 million on $1.165 billion of revenue for the quarter ended March 31, 2022, compared with net profit of $771.5 million on $1.597 billion of revenue for the same period in 2021. On June 14, 2022, Coinbase Global announced a restructuring plan to manage its operating expenses in response to current market conditions and ongoing business prioritization efforts. The Plan involves a reduction of the Company's workforce by approximately 1,100 employees, representing approximately 18% of the Company's global workforce as of June 10, 2022. Following the layoffs, the Company expects to have 5,000 total employees as of the end of its current fiscal quarter on June 30, 2022. COLUMBIAN MUTUAL: A.M. Best Cuts Fin. Strength Rating to B(Fair) ---------------------------------------------------------------- AM Best has downgraded the Financial Strength Rating to B- (Fair) from B (Fair) and the Long-Term Issuer Credit Ratings to "bb-" (Fair) from "bb+" (Fair) of Columbian Mutual Life Insurance Company (Columbian) (Binghamton, NY) and Columbian Life Insurance Company (Chicago, IL), collectively referred to as Columbian Financial Group (CFG). Concurrently, AM Best has maintained the under review status for these Credit Ratings (ratings) and revised the implications status to negative from developing. The ratings reflect CFG's balance sheet strength, which AM Best assesses as weak, as well as its marginal operating performance, neutral business profile and appropriate enterprise risk management. The rating downgrades reflect a decline in CFG's overall balance sheet strength to an assessed level of weak from an adequate assessment, relating to a significant decline in the company's risk-adjusted capitalization, as measured by Best's Capital Adequacy Ratio (BCAR), in the fourth quarter of 2022 well below targeted levels, driven by reserve increases from an unclaimed property review. The company also incurred operating losses primarily related to continued adverse mortality experience from the effects of the COVID-19 pandemic on the senior market, and declining net premium written. The ratings were put under review shortly after CFG's announcement on June 29, 2021, that its board of directors had approved a strategic transaction with Constellation Insurance Holdings, Inc. (Constellation) that includes the sponsored demutualization of Columbian to a stock company with the issuance of all newly issued stock to Constellation. Constellation is an insurance holding company backed by two large Canadian institutional investors primarily engaged in the management of pension plans, Caisse de Depot et Placement du Québec and Ontario Teachers' Pension Plan Board. The transaction would provide for Constellation to invest up to $100 million to fund cash payments to eligible policyholders and significantly strengthen Columbian's capitalization. The acquisition of Columbian by Constellation would provide Columbian needed capital support from a substantially larger organization while maintaining its brand, management team and headquarters. Despite an expected positive impact on capital from the planned transaction with Constellation, the anticipated closing date has been pushed back several times due to delays in obtaining regulatory approvals. The negative implications reflect AM Best's concerns around the potential for continued losses and the level of capital going forward, especially should the transaction not occur. The ratings will remain under review with negative implications until the transaction approvals are finalized, the transaction closes, and AM Best evaluates the overall impact. CROWN COMMERCIAL: June 16 Plan & Disclosure Hearing Set ------------------------------------------------------- Crown Commercial Real Estate, LLC filed with the U.S. Bankruptcy Court for the Northern District of Illinois a motion to set combined hearing on adequacy of the First Amended Disclosure Statement and confirmation of the First Amended Plan. On May 4, 2023, Judge Janet S. Baer granted the motion and ordered that: * June 16, 2023 at 12:00 p.m., is the combined hearing on the First Amended Disclosure Statement and First Amended Plan. * June 1, 2023 is fixed as the last for any party objecting to the First Amended Disclosure Statement or First Amended Plan to file its objection. * June 1, 2023 is fixed as the last day for every party holding an impaired claim in Class 1 wishing to accept or reject the First Amended Plan to file its ballot. * June 8, 2023 is fixed as the last day for the Debtor to file a ballot report and responses to any objections. A copy of the order dated May 4, 2023 is available at https://bit.ly/41mTwOu from PacerMonitor.com at no charge. Attorney for the Debtor: Konstantine T. Sparagis, Esq. LAW OFFICES OF KONSTANTINE SPARAGIS, P.C. 900 W. Jackson Blvd., Ste. 4E Chicago, IL 60607 Tel: (312) 753-6956 E-mail: gus@konstantinelaw.com About Crown Commercial Crown Commercial Real Estate and Development, LLC operates shopping center, located at 87th Street and Cottage Grove Avenue, Chicago, IL 60619. The Property consists of a shopping center owned and operated for 25 years by Crown Commercial. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-05113) on May 3, 2022. In the petition signed by Musa P. Tadro, manager, the Debtor disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Janet S. Baer oversees the case. The Law Offices of Konstantine Sparagis is the Debtor's counsel. D&D BAKER: Court OKs Final Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, authorized D&D Baker Enterprises LLC to use cash collateral in accordance with the budget, with a 10% variance, on a final basis. The Debtor and Kapitus Servicing, Inc., as service provider for Kapitus, are parties to a Loan Agreement dated June 16, 2022. Pursuant to the Loan Agreement, the Debtor is indebted to Kapitus in the amount of $45,328 as of February 20, 2023. The Kapitus Pre-Petition Debt is secured by valid, binding, perfected and enforceable liens and security interests granted by the Debtor on all of the Debtor's personal property assets. As adequate protection, the Debtor will make monthly adequate protection payments to Kapitus in the amount of $500, due on the 15th day of each month commencing April 15, 2023. These adequate protection payments will be applied to the Debtor's obligations to Kapitus in accordance with the Loan Agreement, or as may be determined by Kapitus in its sole discretion. All payments by the Debtor to Kapitus shall be remitted via ACH payment. The Debtor will provide Kapitus with a voided check and written authorization allowing Kapitus to "ACH debit" from the account set forth on the voided check in accordance with the payment schedule set forth. Additionally, the Debtor will make monthly adequate protection payments to the SBA in the amount of $268, due on the 25th day of each month commencing on May 25, 2023. The Debtor will maintain insurance coverage for the Kapitus Pre-Petition Collateral and the SBA pre-petition collateral and name Kapitus and the SBA as loss payees, additional insureds and certificate holders. These events constitute an Event of Default: a. If a Trustee is appointed in the Chapter 11 case, other than the Sub-Chapter V Trustee; b. If the Debtor breaches any term or condition of the Order or Kapitus' Loan Agreement, other than defaults existing as of the Petition Date; c. If the case is converted to a case under Chapter 7 of the Bankruptcy Code; d. If the case is dismissed. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3nAnb8S from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $34,895 for May 2023; $29,395 for June 2023; $23,895 for July 2023; and $34,895 for August 2023. About D&D Baker Enterprises LLC D&D Baker Enterprises LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-00563) on February 20, 2023. In the petition signed by Demetrius Baker, member, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Jeffrey J. Graham oversees the case. Preeti Gupta, Esq., represents the Debtor as legal counsel. DECURTIS HOLDINGS: Court OKs $6.5MM DIP Loan from Invictus ---------------------------------------------------------- Decurtis Holdings, LLC and affiliates sought and obtained entry of an order from the U.S. Bankruptcy Court for the District of Delaware for authorizing, among other things, use of cash collateral and obtain postpetition financing, on an interim basis. The Debtors obtained senior secured, superpriority postpetition financing on a superpriority basis consisting of a senior secured superpriority asset based credit facility and all amounts extended under the DIP Facility, consisting of $6.511 million in the aggregate principal amount of new money loans and commitments, by and among the Borrower, Invictus Global Management, LLC, for and on behalf of the DIP Lenders. The DIP Facility matures through the earliest of: 1. 90 calendar days after the Petition Date; 2. 30 calendar days after entry of the Interim Order if the Final Order has not been entered by the Bankruptcy Court on or before such date; 3. 45 calendar days after the Petition Date if the Bankruptcy Court has not entered an order approving the Sale to the Stalking Horse Purchaser or any other alternative bid that either (x) is acceptable to the DIP Agent (at the direction of the Required DIP Lenders) or (y) results in the indefeasible payment in full in cash of the DIP Obligations, in each case, as of the closing of such alternative transaction; 4. the date of the termination of the Stalking Horse Agreement for any reason, other than (x) as a result of the Debtors' selection of an alternative bid that either has (1) the consent of the DIP Agent (at the direction of the Required DIP Lenders) or (2) results in the indefeasible payment in full in cash of the DIP Obligations as of the closing of such alternative transaction, or (y) a termination to pursue approval of a Sale or similar transaction that is materially inconsistent with or represents an alternative to the Sale contemplated by the Stalking Horse Agreement that results in the indefeasible payment in full in cash of the DIP Obligations as of the closing of such Alternative Transaction; 5. the date of consummation of any sale of all or substantially all of the assets of any of the Debtors pursuant to section 363 of the Bankruptcy Code; 6. the date of the entry of an order by any court of competent jurisdiction prohibiting or enjoining the Debtors' use of the DeCurtis Experience Platform, except to the extent stayed or reversed within five calendar days; 7. the date of the substantial consummation of a plan of reorganization filed in the Chapter 11 Cases that is confirmed pursuant to an order entered by the Bankruptcy Court; 8. the date of entry of an order by the Bankruptcy Court approving (A) a motion seeking conversion or dismissal of any or all of the Chapter 11 Cases or (B) a motion seeking the appointment or election of a trustee, a responsible officer or examiner with enlarged powers relating to the operation of the Debtors' business,; 9. the date, if any, on which the Bankruptcy Court orders the conversion of the bankruptcy case of any of the Debtors to a liquidation pursuant to Chapter 7 of the Bankruptcy Code; and 10. the date of acceleration of all or any portion of the DIP Loans and the termination of the DIP Commitments in respect thereof, including, without limitation, as a result of the occurrence of an Event of Default. The Debtors are required to comply with these milestones: a. no later than April 30, 2023, commence the Chapter 11 Cases in the Bankruptcy Court and file a motion seeking approval of the transactions set forth in the DIP Term Sheet, a bidding procedures and sale motion seeking entry of the Bidding Procedures Order and Sale Order, and other "first day" motions; b. no later than three business days after the Petition Date, obtain entry by the Bankruptcy Court of the Interim Order and file a bidding procedures and sale motion seeking entry of the Bidding Procedures Order and Sale Order; c. no later than seven calendar days after the Petition Date, entry into the Stalking Horse APA, in form and substance acceptable to the Required DIP Lenders in their sole and absolute discretion; d. no later than 25 calendar days after the entry of the Interim Order, entry by the Bankruptcy Court of the Final Order; e. no later than 30 calendar days after the Petition Date, obtain entry by the Bankruptcy Court of an order approving the Bidding Procedures Motion, which order will be in form and substance acceptable to the Required DIP Lenders as determined in their sole and absolute discretion; f. no later than 30 calendar days after the Petition Date, entry of an order (in form and substance acceptable to the Required DIP Lenders as determined in their sole and absolute discretion) approving the assumption of any executory contracts with Virgin Cruises Intermediate Limited or any affiliate entity as requested by the DIP Lenders, which order will be expressly conditioned on the Debtors' satisfying the DXP Condition by the Outside Closing Date; g. no later than 30 calendar days after the Petition Date, entry of an order (in form and substance acceptable to the Required DIP Lenders as determined in their sole and absolute discretion) approving the assumption of any executory contracts with Disney Cruise Lines or any affiliate entity as requested by the DIP Lenders, which order shall be expressly conditioned on the Debtors' satisfying the DXP Condition by the Outside Closing Date; h. no later than 30 calendar days after the Petition Date, entry by the Debtors into applicable restructuring support agreements with key stakeholders (in form and substance acceptable to the Required DIP Lenders in their sole and absolute discretion); i. no later than 30 calendar days after the entry of the Interim Order, entry by the Bankruptcy Court of an order authorizing the Debtors' retention of Groombridge, Wu, Baughman & Stone LLP as special patent counsel; j. no later than 40 calendar days after the Petition Date, submission of qualified bids pursuant to the Bidding Procedures Order; k. no later than 43 calendar days after the Petition Date, hold an auction for the sale of the Debtors' assets pursuant to the Bidding Procedures Order; l. no later than 45 calendar days after the Petition Date, entry by the Bankruptcy Court of a sale order, which order will be in form and substance acceptable to the DIP Agent and Required DIP Lenders in their sole and absolute discretion; and m. no later than 60 calendar days after the Petition Date, approval by the Bankruptcy Court of the consummation of a Sale in accordance with the Bidding Procedures Order. On January 21, 2022, the Debtors entered into the Credit Agreement, which governs a $15 million first lien term loan credit facility. DeCurtis LLC is the borrower under the Senior Secured Credit Agreement and DeCurtis Holdings LLC serves as guarantor. Cantor Fitzgerald Securities serves as administrative agent for the First Lien Lenders. The obligations arising under the Senior Secured Credit Agreement are secured by senior, first priority security interests in, and liens upon, substantially all of the Debtors' assets and property, and second priority security interests in, and liens upon, certain other collateral. On April 24, 2023, the Debtors and the Senior Prepetition Agent entered into Amendment No. 1 to the Senior Secured Credit Agreement whereby the First Lien Lenders funded an additional $2.67 million. On April 28, 2023, the Debtors and the Senior Prepetition Agent entered into Amendment No. 2 to the Senior Secured Credit Agreement whereby the First Lien Lenders funded an additional $115,000. As of the Petition Date, there is approximately $20.74 million in outstanding principal under the Senior Secured Credit Agreement. The Senior Secured Credit Facility matures on January 21, 2026. On May 15, 2019, the Debtors entered into the Credit Agreement, which provided the Debtors with access to a $5 million revolving loan facility and a $15 million term loan facility. DeCurtis LLC is the borrower under the CNB Credit Agreement and DeCurtis Holdings LLC serves as guarantor. City National Bank serves as administrative agent. The obligations under the CNB Credit Agreement are secured by senior, first priority security interests in, and liens upon, the CNB Priority Collateral. Pursuant to the Debtors' January 21, 2022 financial restructuring, all obligations under the CNB Revolver were reduced to $0. As of the Petition Date, there is approximately $13 million outstanding under the CNB Credit Agreement on account of the CNB Term Loans. The CNB Credit Agreement matures on May 15, 2027. On November 14, 2020, the Debtors entered into the Credit Agreement, which governs a $9.5 million term loan credit facility funded, in part, with monies appropriated by the Secretary of the Treasury to the Exchange Stabilization Fund pursuant to Section 4027 of the CARES Act. City National Bank serves as Agent and Lead Arranger on behalf of the Government Lenders. DeCurtis LLC is the borrower under the Main Street New Loan Credit Agreement and DeCurtis Holdings LLC guarantees the Main Street New Loan Facility. The obligations arising under the Main Street New Loan Credit Agreement are unsecured. As of the Petition Date, there is approximately $9.8 million outstanding under the Main Street New Loan Agreement. The Main Street New Loan Facility matures on November 14, 2025. The Debtors' prepetition indebtedness is subject to an Intercreditor Agreement, dated as of January 21, 2022, between Cantor Fitzgerald Securities and City National Bank, in their capacities as administrative agents. The Intercreditor Agreement governs the respective rights, interests, obligations, priority, and positions of the Secured Lenders under the Senior Secured Credit Facility and the CNB Credit Facility. The Debtors' unsecured creditors include trade vendors and other ordinary course creditors. The Debtors have also been a party to significant litigation prior to the Petition Date, and recently suffered an adverse ruling with respect to the Carnival Litigation after incurring significant litigation costs. The Judgment in the Carnival Litigation and certain related litigation expenses remain unpaid as of the Petition Date. As of the Petition Date, the Debtors estimate there are approximately $45 million in potential aggregate general unsecured claims, including the litigation related claims. In early April 2023, the Debtors, with the assistance of their advisors, were authorized to negotiate the terms of DIP financing for the Debtors and related adequate protection arrangements in respect of the Debtors' credit facilities. In exploring their options, the Debtors recognized that the obligations owed to the First Lien Lenders are secured by substantially all of the Debtors' assets, such that either (a) the First Lien Lenders' liens would have to be primed to obtain postpetition financing, (b) the Debtors would have to find a postpetition lender willing to extend credit that would be junior to the liens of the First Lien Lenders, or (c) a lender would have had to been willing to provide sufficient financing to satisfy the Debtors' prepetition secured indebtedness. Considering the overhang from the Debtors' ongoing litigation with Carnival Corporation over certain contractual and intellectual property rights, along with the factors above, obtaining timely, let alone any, postpetition financing from any party other than the First Lien Lenders would have been unachievable. The Debtors require the use of cash collateral to fund their ordinary course expenditures. As adequate protection for any diminution of the Prepetition Secured Parties' interest in the collateral resulting from the subordination of the Prepetition Facility Liens to the DIP Liens and/or the Debtors' use of cash collateral pursuant to the DIP Orders, the Prepetition Agent, for the benefit of the Prepetition Secured Parties, are granted continuing valid, binding, enforceable, and perfected postpetition replacement liens pursuant to 11 U.S.C. sections 361, 363(e), and 364(d)(l) on the DIP Collateral and administrative superpriority expense claims in each of the Chapter 11 Cases, subject only to the Carve-Out and the DIP Obligations. A final hearing on the matter is set for May 24, 2023 at 10 a.m. A copy of the motion is available at https://bit.ly/3nFgp1A from PacerMonitor.com. A copy of the order is available at https://bit.ly/3HHGp3p from PacerMonitor.com. About Decurtis Holdings LLC DeCurtis Holdings LLC and affiliates provide guest experience and operational management product-focused SaaS software solutions designed to power any indoor, complex environment. DeCurtis is the industry leader in transformational experience technology focused on the cruise line industry, and DeCurtis makes software systems used for providing guests a seamless experience with cruise ship facilities through the use of wireless sensing technologies. Beyond the cruise line industry, DeCurtis's products and services are also applicable to restaurants, theme parks, and the extended hospitality industry, with the potential to expand into healthcare and other settings. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10548) on April 30, 2023. In the petition signed by Joseph J. Carino, chief financial officer, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Kate Stickles oversees the case. Potter Anderson and Corroon LLP and Cooley LLP represent the Debtor as legal counsel. The Debtors tapped Groombrige, Wu, Baughman & Stone LLP as special counsel, Province, LLC as financial advisor, and Omni Agent Solutions as claims, noticing, and administrative agent. DEYO ENTERPRISES: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------ Deyo Enterprises, Inc. d/b/a Supercuts, asks the U.S. Bankruptcy Court for the Southern District of New York for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to continue business operations. Ameris Bank asserts a "blanket lien" on all of the Debtor's assets in the amount of $487,215 pursuant to a Loan Agreement and UCC filing dated December 26, 2019. The Small Business Administration asserts a "blanket lien" on all of the Debtor's assets pursuant to a Loan Agreement and a UCC filing dated January 11, 2022. In December 2019, the Debtor obtained an SBA-guaranteed loan from Ameris Bank in the original amount of $601,500. The Debtor executed and delivered to Ameris Bank a Loan Authorization and Agreement, Note, and Security Agreement pursuant to which Ameris was granted a security interest in all of the Debtor's assets. The original principal amount of the loan was $601,500. In order to properly perfect its security interest in the Debtor's assets, on December 26, 2019, Ameris filed a UCC-1 Financing Statement with the New York Secretary of State, bearing "Filing Number 201912268557196". As of the Petition Date, the Debtor was indebted to Ameris in the approximate collective amount of $487,215. In April 23, 2022, the Debtor obtained an EIDL Loan from the SBA in the original amount of $375,000. The Debtor executed and delivered to the SBA a Loan Authorization and Agreement, Note, and Security Agreement pursuant to which the SBA was granted a security interest in all of the Debtor's assets. The original principal amount of the loan was $350,000. Under the terms of the SBA Note, repayment of the Loan was to be made in 24 monthly installment payments of $1,861. The interest rate under the Note is 3.75%. In order to properly perfect its security interest in the Debtor's assets, on January 11, 2022, the SBA filed a UCC-1 Financing Statement with the New York Secretary of State, bearing "Filing Number 202201115050863". As of the Petition Date, the Debtor was indebted to the SBA in the amount of $389,87. As adequate protection for the Debtor's use of Ameris Collateral, the Debtor will grant Ameris replacement liens in all of the Debtor's pre-petition and post-petition assets and proceeds, including the cash collateral and the proceeds of the foregoing, to the extent that the Ameris had a valid security interest in said pre-petition assets on the Petition Date and in the continuing order of priority that existed as of the Filing Date. 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 pursuant to sections 330 or 331 of the Code or pursuant to any monthly fee order entered in the Debtor's Chapter 11 case; and (c) 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, the Debtor will begin making the monthly debt service payments in June 2023, as provided for in the Security Agreement. A copy of the motion is available at https://bit.ly/3NZXhqb from PacerMonitor.com. About Deyo Enterprises, Inc. Deyo Enterprises, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22323-shl) on May 2, 2023. In the petition signed by Valdy Murawski, chief executive officer, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. James J. Rufo, Esq., at Law Office of James J. Rufo, represents the Debtor as legal counsel. DIAMOND RENTAL: Seeks to Hire Sheehan & Associates as Counsel ------------------------------------------------------------- Diamond Rental Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of West Virginia to hire Sheehan & Associates, PLLC as its legal counsel. The Debtor requires legal counsel to: a. give advice with respect to the Debtor's powers and duties and the administration of the Debtor's estate, and assist in the preparation of a Chapter 11 plan of reorganization; b. prepare legal papers; c. represent the Debtor at court hearings; d. investigate and institute any proceedings relating to transactions between the Debtor and its creditors; and e. provide other necessary legal services. The Debtor agreed to compensate the firm's attorneys at the rate of $425 per hour and paralegals at the rate of $125, plus expenses. As disclosed in court filings, Sheehan does not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Martin P. Sheehan, Esq. Sheehan & Associates, PLLC 1 Community St., Ste 200 Wheeling WV 26003 Tel: (304) 232-1064 Fax: (304) 232-1066 Email: SheehanBankruptcy@WVDSL.net SheehanParalegal@WVDSL.net About Diamond Rental Properties Diamond Rental Properties, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 23-00186) on April 17, 2023, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Martin P. Sheehan, Esq., at Sheehan & Associates, PLLC represents the Debtor as counsel. DIAMOND SCAFFOLD: Sertant Creditors Say Disclosure Deficient ------------------------------------------------------------ Sertant Capital, LLC and SMA II LP I, LLC ("Sertant Creditors"), object to the Disclosure Statement Accompanying Plan of Reorganization of Diamond Scaffold Services, LLC. Sertant Creditors claim that the Disclosure Statement is deficient in the description of the Chapter 11 Bankruptcy proposed plan of reorganization's treatment of the Sertant Creditors' secured claim. The Disclosure Statement does not adequately address the requirements necessary in sufficient detail for the Sertant Creditors to exercise a rational choice in voting for or against the proposed Chapter 11 Bankruptcy plan of reorganization. Additionally, the Disclosure Statement contemplates unobtainable creditor cooperation. The Debtor must make clear and unequivocal disclosures regarding its intentions with respect to the Sertant Creditors' liens and claims against the Debtor and the Debtor's Estate, and the relevant default mechanisms under the Chapter 11 Bankruptcy proposed plan of reorganization. Sertant Creditors point out that the proposed Chapter 11 Bankruptcy plan of reorganization, and the accompanying Disclosure Statement detailing such plan are promulgated with a lack of good faith. The proposed Chapter 11 Bankruptcy plan of reorganization and the accompanying Disclosure Statement detailing such plan are not feasible. A full-text copy of Sertant Creditors' objection dated May 4, 2023 is available at https://bit.ly/3HWkrJX from PacerMonitor.com at no charge. Attorneys for SMA II LP I, LLC and Sertant Capital: Mark M. Scott Jeffrey K. Garfinkle Buchalter 18400 Von Karman Avenue, Suite 800 Irvine, CA 92612-0514 949-760-1121 Email: jgarfinkle@buchalter.com - and - Robert C. Matthews Burr & Forman LLP P.O. Box 2287 Mobile, Alabama 36652 Telephone: (251) 345-8218 Email: rmatthews@burr.com About Diamond Scaffold Services Diamond Scaffold Services LLC -- https://www.diamondscaffold.com/ -- is an authorized distributor of Ring-lock, Cup-lock, Shoring, and Frame Scaffold. Diamond Scaffold Services sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ala. Case No. 22-11208) on June 21, 2022, with between $1 million and $10 million in assets and between $10 million and $50 million in liabilities. Jewell Wayne Sumrall, president of Diamond Scaffold Services, signed the petition. Judge Jerry C. Oldshue oversees the case. The Debtor tapped Alexandra K. Garrett, Esq., at Silver, Voit & Garrett as bankruptcy counsel; Jason R. Watkins, Esq., as special counsel; and SC&H Group, Inc. as investment banker. DIAMOND SPORTS: Wants to Stop New Deal for Mercury, Suns -------------------------------------------------------- Jade Martinez-Pogue of Law360 reports that Diamond Sports Group filed an adversary action in a Texas bankruptcy court that aims to stop the Phoenix Suns and Phoenix Mercury from moving forward with the new television broadcast contract that they signed last week with an over-the-air pair of Arizona networks. In Adversary Case 23-03071 filed against Suns Legacy Partners, L.L.C., Gray Television Inc., and Kiswe Mobile Inc., Diamond Arizona seeks to enforce the plain and unambiguous terms of the telecast rights agreement between Diamond Arizona and the Suns. Diamond Arizona further seeks to hold Gray and Kiswe accountable for their tortious interference with the Agreement. According to the Complaint, the relief requested in this Complaint is essential to preventing Defendants' interference with a key asset of Diamond Arizona's estate, namely its ability to exercise its contractually bargained-for rights, and goes directly to the fundamental protections afforded under the Bankruptcy Code. Under the Agreement, which remains in effect, Diamond Arizona is the "sole and exclusive holder" of the Suns' television distribution rights. Diamond Arizona has been engaged in discussions with the Suns regarding negotiating a new rights agreement. The Suns recently made a final written offer to Diamond Arizona on October 14, 2022. While declining that offer, Diamond Arizona made clear its desire to continue negotiating an extension of the deal. Despite that -- and with full knowledge not only of the Agreement with Diamond Arizona, but also of Diamond Arizona's bankruptcy and the automatic stay -- Gray and Kiswe approached the Suns with an offer for the Suns' television distribution rights (the "Replacement Offer"). The Suns, Gray, and Kiswe then intentionally finalized and announced a partnership without consultation with Diamond Arizona (the "Replacement Agreement"). In so doing, the Suns breached the Agreement, and Gray and Kiswe interfered with Diamond Arizona's important backend rights under the Agreement, including Diamond Arizona's right of first refusal. About Diamond Sports Group Diamond Sports Group, LLC operates as a sports marketing company. It offers seminars, combine, speed and agility assessments, recruiting tools, and online training sessions for sports including football, baseball, soccer, and basketball. Diamond Sports Group and 29 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90116) on March 14, 2023. In the petition filed by David F. DeVoe, Jr., as chief financial officer and chief operating officer, Diamond Sports Group listed $1 billion to $10 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Porter Hedges, LLP as bankruptcy counsels; Wilmer Cutler Pickering Hale and Dorr, LLP as special corporate and litigation counsel; AlixPartners, LLP as financial advisor; Moelis & Company, LLC and LionTree Advisors, LLC as investment bankers; Deloitte Tax, LLP as tax advisor; Deloitte Financial Advisory Services, LLP as accountant; and Deloitte Consulting, LLP as consultant. Kroll Restructuring Administration, LLC is the claims agent. 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 Akin Gump Strauss Hauer & Feld, LLP. DIGIPATH INC: Bruce Raben Quits as Director ------------------------------------------- Digipath, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that Bruce Raben sent a letter to the company resigning from his position as a director. About DigiPath Headquartered in Las Vegas, Nevada, Digipath, Inc. -- http://www.digipath.com-- offers full-service testing lab for cannabis, hemp and ancillary cannabis and hemp infused products serving growers, dispensaries, caregivers, producers, patients and eventually all end users of cannabis and botanical products. DigiPath reported a net loss of $2.06 million for the year ended Sept. 30, 2022, compared to a net loss of $686,503 for the year ended Sept. 30, 2021. As of Dec. 31, 2022, the Company had $1.18 million in total assets, $3.73 million in total liabilities, $333,600 in series B convertible preferred stock, and a total stockholders' deficit of $2.88 million. Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Jan. 17, 2023, citing that the Company has recurring losses from operations and insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. DIGIPATH INC: Unit to Sell Assets to DPL NV for $2.3 Million ------------------------------------------------------------ Digipath, Inc. and Digipath Labs, Inc., a wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement with DPL NV, LLC, as buyer, pursuant to which Digipath Labs has agreed to sell substantially all of its assets to the Buyer for a cash purchase price of $2,300,000. The Purchase Price is subject to adjustments at closing based on, among other things, the amount by which the working capital of Digipath Labs at the closing is greater or less than $150,000. The Purchase Agreement includes a number of representations, warrantees, covenants and conditions to closing customary for this type of transaction. In addition, the closing of the transaction is subject to the approval of the Nevada Cannabis Compliance Board. In the event CCB approval is not obtained by June 30, 2024, or any other condition to closing has not been satisfied by such date, either party may terminate the Purchase Agreement. Pursuant to the Purchase Agreement, the Buyer deposited $230,000 into an escrow account upon the execution of the Purchase Agreement, and such amount will continue to be held in escrow for a 12-month period following closing to satisfy any indemnification claims Buyer may have against Digipath Labs. In connection with the transactions contemplated by the Purchase Agreement, Digipath, Digipath Labs and the Buyer entered into a Management Services Agreement, dated as of April 30, 2023, pursuant to which the Buyer has been engaged to manage the operation of Digipath Labs' cannabis testing laboratory. The effectiveness of the Management Services Agreement is subject to the approval of the CCB, which has not yet been obtained. Pursuant to the Management Services Agreement, after the payment of expenses to third parties and a payment of 15% of cash collections to Digipath (but not less than $15,000) in each month, Buyer will be entitled to a management fee of $10,000 per month. Any remaining cash generated from the operation of the Lab in any month will be payable 45% to the Buyer and 55% to the Company. About DigiPath Headquartered in Las Vegas, Nevada, Digipath, Inc. -- http://www.digipath.com-- offers full-service testing lab for cannabis, hemp and ancillary cannabis and hemp infused products serving growers, dispensaries, caregivers, producers, patients and eventually all end users of cannabis and botanical products. DigiPath reported a net loss of $2.06 million for the year ended Sept. 30, 2022, compared to a net loss of $686,503 for the year ended Sept. 30, 2021. As of Dec. 31, 2022, the Company had $1.18 million in total assets, $3.73 million in total liabilities, $333,600 in series B convertible preferred stock, and a total stockholders' deficit of $2.88 million. Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Jan. 17, 2023, citing that the Company has recurring losses from operations and insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. DIXWELL PHARMACY: Unsecureds Will Get 8% of Claims in Plan ---------------------------------------------------------- Dixwell Pharmacy, LLC and Lakshman R. Paidi & Sirisha Mallidi submitted a Small Business First Modified Joint Plan of Reorganization dated May 4, 2023. As of December 31, 2022, the fair market value of Dixwell's property as a going concern was $1,225,000. Live Oak Banking Company asserts 2 prepetition claims totaling $2,555,388.70, and (a) security interest(s) covering substantially all property of Dixwell, except Dixwell's prescription drugs and the other inventory supplied by its pharmaceutical wholesalers. The Pharmaceutical wholesalers Cardinal Health 110, LLC and McKesson hold the primary security interests covering the prescription inventory that they supply; at cost, Dixwell's prescription inventory is valued at $212,257. Apex Pharmacy & Home Care Center LLC and Annex Pharmacy and Home Care Center, LLC ("Apex") collectively assert a prepetition claim in the amount of $910,455.67 against Dixwell, and the U.S. Small Business Administration ("SBA") asserts a prepetition claim in the amount of $542,357.52 against Dixwell. Each of these claimants assert junior security interests in the same property covered by Live Oak's lien. Live Oak, Apex and the SBA assert that the Individual Debtors personally guaranteed their claims. Based on the amount that Live Oak would recover through a sale of Dixwell's property at fair market value, Dixwell maintains that under Bankruptcy Code Sec. 506(a) the secured portion of Live Oak's claim is $1,012,743. Dixwell proposes to pay Live Oak this amount over an 8-year term, at 5.5% interest, in monthly installments of $13,063.70 commencing 30 days after the Effective Date of the Plan. The Individual Debtors propose to cure the prepetition delinquency on the mortgage loan held by Wells Fargo Bank, N.A. and to reinstate the loan agreement, which is secured by the first mortgage covering their residence. The Debtors propose to cure the default over a 12-month period commencing 30 days after the Effective Date by making their regular monthly payment plus an additional monthly payment toward the arrears in the amount of $1,241.62. The Individual Debtors propose to continue to make their regular monthly payments on the claim of Veena Davi Sairam Choudary, which is secured by the second mortgage covering the residence, in compliance with the applicable loan agreement. The Jointly Administered Debtors propose to treat all other allowed claims, including the deficiency claims of Live Oak, Apex and the SBA as general unsecured claims under Bankruptcy Code Sec. 506(a). They propose to make 120 monthly payments of $5,400 for distribution on account of the allowed unsecured claims; the holders of such claims will share in the fund pro rata. Class 9 consists of General Unsecured Claims against Jointly Administered Debtors (including deficiency claims of Class 1, Class 2 and Class 3 Creditors). Claimants to share pro rata monthly payment of $5,400.00. Payments begin 30 days after Effective Date and will end One Hundred and Twenty months after Effective Date. This Class will receive a distribution of 8% of their allowed claims. Dixwell will fund the payments to Classes 1, 4, and 9 by contributing post-confirmation income realized through its operations. The Individual Debtors will fund the payments to Classes 5, 6 and 7 by contributing post-confirmation income realized through their employment. On Confirmation of the Plan, all property of the Jointly Administered Debtors, tangible and intangible, including, without limitation, licenses, furniture, fixtures and equipment, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the respective Debtor. The Jointly Administered Debtors expect to have sufficient cash on hand to make the payments required on the Effective Date. A full-text copy of the First Modified Joint Plan dated May 4, 2023 is available at https://bit.ly/41nnp13 from PacerMonitor.com at no charge. Counsel to Dixwell Pharmacy: Norgaard O'Boyle & Hannon 184 Grand Avenue Englewood, NJ 07631 (201) 871-1333 Brian G. Hannon (BH - 3645) bhannon@norgaardfirm.com John O'Boyle (JO â€“ 6337) joboyle@norgaardfirm.com Milica A. Fatovich mfatovich@hookandfatovich.com Counsel to Lakshman R. Paidi & Sirisha Mallidi: Hook & Fatovich, LLC 1044 Rout 23 North, Ste. 100 Wayne, NJ 07470 (973) 686-3800 About Dixwell Pharmacy, LLC Dixwell Pharmacy, LLC operates a locally owned pharmacy and medical supply store in Hamden, Connecticut. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-17834) on Oct. 3, 2022. Judge Vincent F. Papalia oversees the case. Brian G. Hannon, Esq., at Norgaard, O'Boyle and Hannon, is the Debtor's counsel. DLOUX PROPERTIES: Case Summary & Three Unsecured Creditors ---------------------------------------------------------- Debtor: Dloux Properties, LLC 5060 Oakmont Dr. Beaumont, TX 77706 Business Description: The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the fee simple owner of an improved property located at 4079 Salt Branch Loop, Gillespie County valued at $1.75 million. Chapter 11 Petition Date: May 8, 2023 Court: United States Bankruptcy Court Western District of Texas Case No.: 23-50568 Debtor's Counsel: Dean W. Greer, Esq. WEST & WEST ATTORNEYS AT LAW, P.C. 2929 Mossrock, Suite 204 San Antonio TX 78230 Tel: (210) 342-7100 Email: dean@dwgreerlaw.com Total Assets: $1,750,000 Total Liabilities: $1,275,555 The petition was signed by Juan Iribarren as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YSR7T7Q/Dloux_Properties_LLC__txwbke-23-50568__0001.0.pdf?mcid=tGE4TAMA DRAGOON MOUNTAIN: Litigation Trustee Taps Guttilla as Legal Counsel ------------------------------------------------------------------- Dawn Maguire, the litigation trustee for Dragoon Mountain Ranch Phase I Meadows Property Owners Association, seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Guttilla Murphy Anderson as her legal counsel. The firm will render these services: a. review of the Litigation Trust Agreement and make amendments, if necessary; b. investigate and analyze potential claims relating to litigation filed by the Debtor against Searl Tate in September 2021 regarding unapproved shipping containers on Mr. Tate's property; c. prepare legal documents; d. provide litigation services; and e. provide the litigation trustee with legal advice with respect to any potential settlement of claims brought against third parties. The firm's hourly rates are as follows: Ryan W. Anderson, Shareholder $400 Shawn McCabe, Associate $350 Alisan Patten, Associate $350 Paralegals/Legal Assistants $180 - $200 Ryan Anderson, Esq., a shareholder of Guttilla, disclosed in court filings that the firm and its members are "disinterested" according to Section 101(14) of the Bankruptcy Code. Guttilla can be reached through: Ryan W. Anderson, Esq. Guttilla Murphy Anderson 5415 E. High Street, Suite 200 Phoenix, AZ 85054 Phone: (480) 304-8300 About Dragoon Mountain Ranch Phase I Dragoon Mountain Ranch Phase I Meadows Property Owners Association filed a petition under Chapter 11, Subchapter V of the Bankruptcy (Bankr. D. Ariz. Case No. 22-05669) on Aug. 25, 2022, with $50,000 in assets and $50,001 to $100,000 in liabilities. Judge Scott H. Gan oversees the case. Jody A. Corrales, Esq., at Deconcini Mcdonald Yetwin & Lacy P.C. serves as the Debtor's counsel. On Feb. 16, 2023, the court confirmed the Debtor's Chapter 11 small business Subchapter V plan. Dawn M. Maguire, who initially served as Subchapter V trustee, was appointed as litigation trustee. Ms. Maguire is represented by the law firm of Guttilla Murphy Anderson. EAGLE MECHANICAL: Sale of Assets to Shiel Sexton for $52K Approved ------------------------------------------------------------------ Judge James M. Carr of the U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, authorized Eagle Mechanical Inc.'s private sale of assets identified in Exhibit 1 to the Sale Motion to Shiel Sexton Co., Inc., for $51,992.66. The sale of the Assets will be free and clear of any interest, lien, claim, or encumbrance in or on the Assets, including but not limited to any interest that may have been asserted by First Merchants Bank. At the closing of the sale of the Assets, the net proceeds of the Purchase Price will be remitted directly to First Merchants Bank in partial satisfaction of the amounts owed by the Debtor to First Merchants Bank, secured by its lien on the Assets, without further order of the Court. The Debtor will file a Report of Sale within 14 days after the closing of the private sale occurs. About Eagle Mechanical Inc. Eagle Mechanical Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-00291) on January 27, 2023. In the petition signed by Rogelio Mancilla Jr., chief executive officer, the Debtor disclosed $7,751,209 in assets and $9,136,761 in liabilities. Judge James M. Carr oversees the case. Weston Overturf, Esq., at Overturf Fowler LLP, is the Debtor's legal counsel. ELEVATE TEXTILES: Asks Creditors for Support on Lender Deal ----------------------------------------------------------- Reshmi Basu of Bloomberg News reports that Elevate Textiles, Inc. is soliciting creditor support for a deal to have debtholders provide a liquidity boost to the company, with first-lien lenders receiving a vast majority of equity in a reorganized company, according to people familiar with the situation. The negotiations come as the fabric and thread maker backed by Tom Gores's Platinum Equity needs to address looming debt maturities, including a first-lien term loan due in 2024. About Elevate Textiles Inc. Elevate Textiles, Inc. manufactures and supplies textile products worldwide. EMERALD ELECTRICAL: Court OKs Cash Collateral Access Thru May 25 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Gainesville Division, authorized Emerald Electrical Consultants LLC to use cash collateral on a further interim basis in accordance with the budget, through the date of the final hearing set for May 25, 2023, at 10:30 a.m. As previously reported by the Troubled Company Reporter, Emerald Electrical and its affiliates are borrowers on certain loans with First US Bank, which asserts security interests in certain of the Debtor's personal property. The revenue from the Debtor's business may constitute cash collateral. The Court said the Lender and any other secured creditor will continue to hold liens as set forth in the First Interim Order, subject to the Carve-Out. As further adequate protection, and as a further condition of the continued use of cash collateral, the Debtor will pay the Lender a monthly adequate protection payment in an amount equal to the monthly principal and interest due under the various loans made by the Lender to the Debtor, which total amount will be provided by the Lender to the Debtor on or before the first day of each calendar month. Adequate protection payments will be made on or before the sixth day of each consecutive month thereafter during the Interim Period. To the extent the Debtor has not already done so, it must provide the Lender with access to the vehicles, equipment, and other property which constitute the Lender's collateral at a time and place convenient to the Lender to allow the Lender to inspect the collateral. The "Carve-Out" means (i) all fees required to be paid to the Clerk of the Bankruptcy Court and to the Office of the U.S. Trustee under 28 U.S.C. section 1930(a); and (ii) additional post-petition retainer funds to be paid to the Debtor's counsel in the amounts set forth in the Budget. The Carve-Out will be senior to all liens and claims and all other forms of adequate protection, liens, security interests, and other claims granted to the Lender or any other party; provided, however, the Lender asserts a perfected, first-priority security interest in all of the Debtor's assets. A copy of the order is available at https://bit.ly/3VMmN3R from PacerMonitor.com. About Emerald Electrical Consultants LLC Emerald Electrical Consultants LLC specializes in substation construction, related technical services, and consulting across the United States, with a focused presence in the southeastern and central regions of the country. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-20913) on September 15, 2022. In the petition signed by Lindy Truitt, president and CEO, the Debtor disclosed up to $10 million in both assets and liabilities. Judge James R. Sacca oversees the case. Benjamin Keck, Esq., at Keck Legal, LLC, is the Debtor's counsel. F. SCOTT ENTERPRISES: Seeks to Hire Baker Firm as Legal Counsel --------------------------------------------------------------- F. Scott Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Kentucky to hire The Baker Firm, PLLC as its counsel. The firm's services include: (a) general legal advice and representation; (b) representation at the meeting of creditors held pursuant to Section 341(a); (c) representation in all interactions with the U.S. trustee, or any duly appointed Chapter 11 trustee; (d) advice regarding the sale, recovery, or surrender of any assets of Debtor; (e) work related to the proposal, confirmation and consummation of a Chapter 11 plan, or other final disposition of the Debtor's Chapter 11 case; and (g) adversary proceedings deemed necessary for the Debtor's reorganization. Baker Firm received a retainer of $25,000. The firm will charge an hourly fee of up to $315 for attorneys work and up to $85 for non-attorney staff. In court filings, Michael Baker, Esq. disclosed that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael B. Baker, Esq. The Baker Firm, PLLC 301 W. Pike Street Covington, KY 41011 Phone: (859) 647-7777 Fax: (859) 647-7799 Email: mbaker@bakerlawky.com About F. Scott Enterprises F. Scott Enterprises, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ky. Case No. 23-20280) on April 19, 2023, with up to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Tracey N. Wise oversees the case. Michael B. Baker, Esq., at The Baker Firm, PLLC, represents the Debtor as legal counsel. FOX SUBACUTE: Affiliates Win Cash Collateral Access Thru July 1 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Pennsylvania authorized Fox Nursing Home Corp. d/b/a Fox Subacute at Warrington and Fox Subacute at Clara Burke, Inc., affiliates of Fox Subacute at Mechanicsburg, LLC, to use cash collateral on an interim basis in accordance with the budget. The Debtors are permitted to use cash collateral through and including the earliest to occur of: (a) July 1, 2023; (b) the occurrence of an event of default under the Order; (c) the occurrence of the effective date of a Chapter 11 plan of Clara Burke and Warrington; or (d) conversion of the case of Clara Burke or Warrington to a case under Chapter 7 of the Bankruptcy Code. PeoplesBank, A Codorus Valley Company; Sabra Health Care Pennsylvania, LLC; and the Official Committee of Unsecured Creditors have consented to the use of cash collateral by Clara Burke and Warrington on an interim basis. Clara Burke and Warrington will use cash collateral only to: i. pay United States Trustee's fees; ii. pay expenses to which the Bank and Sabra consent, in writing; and iii. pay professional fees and reimbursement for expenses allowed by the Court in amounts not to exceed the amounts provided for in the budgets. On or before the fifth day of each month, Clara Burke and Warrington will remit to the Bank a fee in the amount of $500 to compensate the Bank for the personnel time required to monitor their compliance with the Order. The Administrative Fee will not reduce the Debtors' obligations to the Bank under the Note or the Loan Agreement, but will be payable in addition to any amounts payable thereunder. To the extent that cash collateral in existence on the date of the filing of the Debtors' petitions is used by Clara Burke or Warrington, the Bank and Sabra will have, and are granted, replacement liens on the post-petition assets of Clara Burke and Warrington with the same respective priorities as their pre-petition liens to the same extent that the Bank and Sabra would have had perfected liens on such assets absent the filing of the Petition initiating the case. To the extent that the other protections granted are insufficient to provide adequate protection for the Bank's and Sabra's interests in cash collateral, the Bank and Sabra are each granted a claim against Clara Burke and Warrington having: (a) the same priority as United States Trustee's fees and professional fees and reimbursement for expenses allowed by the Court that are authorized to be paid from cash collateral; and (b) priority over any and all other administrative expenses of any kind. These events constitute an "Event of Default": 1. The Debtors' failure to maintain the Required Balance; 2. Use by Clara Burke or Warrington of cash collateral for purposes other than those specified in the Approved Budget or to pay the Weltman Fees, without the Bank's and Sabra's written consent; 3. Use by Clara Burke or Warrington of cash collateral to pay professional fees and expenses in an amount in excess of the amounts provided for in the budgets; 4. The failure of Mechanicsburg or South Philly to make any payment to the Bank when and as due under the Joint Plan; 5. The violation by Clara Burke or Warrington of any other term or condition of the Order. A final hearing on the cash collateral request is continued to June 27, 2023 at 9:30 a.m. On December 6, 2022, the Bankruptcy Court entered an order confirming the Second Amended Plan of Reorganization of Fox Subacute at Mechanicsburg, LLC and Fox Subacute at South Philadelphia, LLC. The Plan was later declared effective. As a result, Mechanicsburg and South Philadelphia are no longer governed by 11 U.S.C. sec. 363. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/41kKJwA from PacerMonitor.com free of charge. Clara Burke projects total cash paid out, on a weekly basis, as follows: $24,440 for the week ending May 13, 2023; $14,418 for the week ending May 20, 2023; $15,272 for the week ending May 27, 2023; About Fox Subacute at Mechanicsburg, LLC Fox Subacute at Mechanicsburg, LLC is a skilled nursing facility in Pennsylvania that specializes in pulmonary, neurological, and rehabilitative care for patients with degenerative neurological and neuromuscular disease; and pulmonary care and ventilator requirements with an emphasis on vent weaning. Its facilities are located in Plymouth Meeting, Warrington, Mechanicsburg and Philadelphia, Pa., and are licensed by the PA Department of Health. On Nov. 1, 2019, Fox Subacute at Mechanicsburg and its affiliates sought Chapter 11 protection (Bankr. M.D. Pa. Lead Case No. 19-04714). Fox Subacute at Mechanicsburg was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. The debtor-affiliates are Fox Nursing Home Corp. d/b/a Fox Subacute at Warrington; Fox Subacute at Clara Burke, Inc.; and Fox Subacute at South Philadelphia, LLC. Judge Henry W. Van Eck oversees the cases. The Debtors tapped Cunningham, Chernicoff & Warshawsky, P.C. as their legal counsel, Kennedy P.C. as special counsel, Isdaner & Company, LLC as accountant, and Three Twenty-One Capital Partners, LLC as investment banker. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 11, 2019. The committee is represented by Flaster/Greenberg P.C. * * * On December 6, 2022, the Bankruptcy Court entered an order confirming the Second Amended Plan of Reorganization of Fox Subacute at Mechanicsburg, LLC and Fox Subacute at South Philadelphia, LLC. The Plan was later declared effective. Fox Nursing Home Corp. d/b/a Fox Subacute at Warrington and Fox Subacute at Clara Burke, Inc., filed their own Amended Plan of Reorganization and Amended Disclosure Statement on February 24, 2023. FTX GROUP: Want to Claw Back $3.9Billion Cash, Crypto from Genesis ------------------------------------------------------------------ Jeremy Hill of Bloomberg News reports that FTX Group is seeking to claw back close to $3.9 billion of cash and crypto from bankrupt digital asset lender Genesis Global Capital LLC and a non-bankrupt affiliate, GGC International Ltd. The funds relate to $1.8 billion of loans and $273 million of collateral given to Genesis Global Capital by Alameda Research Ltd., Sam Bankman-Fried's defunct crypto trading house, shortly before it collapsed into bankruptcy alongside FTX, according to court papers filed Wednesday, May 3, 2023. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. G ARATA & SON: Seeks to Hire David Johnston as Bankruptcy Counsel ----------------------------------------------------------------- G Arata & Son, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire David Johnston, Esq., a practicing attorney in California and District of Columbia, to handle its Chapter 11 case. The attorney's services include: (a) providing the Debtor with legal advice about its rights, powers and obligations in the Chapter 11 case and in the management of the estate; (b) taking necessary action to enforce the automatic stay and to oppose motions for relief from the automatic stay; (c) taking necessary action to recover and avoid any preferential or fraudulent transfers and to exercise the Debtor's powers; (d) appearing with the Debtor's president at the meeting of creditors, status conference, and other hearings held before the court; (e) reviewing and, if necessary, objecting to proofs of claim; (f) taking steps to obtain court authority for the sale or refinancing of assets if necessary; (g) preparing a plan of reorganization and taking all steps necessary to bring the plan to confirmation, if possible; and (h) representing the Debtor in adversary proceedings. Mr. Johnston will charge $400 per hour for his services. The attorney received a retainer in the amount of $4,000, of which $1,738 was used for the clerk's filing fee. Mr. Johnston declared in court filings that he is a disinterested person according to Bankruptcy Code Section 101(14). The attorney can be reached at: David C. Johnston, Esq. 1600 G Street, Suite 102 Modesto, CA 95354 Phone: (209) 579-1150 Fax: (209) 900-9199 Email: david@johnstonbusinesslaw.com About G Arata & Son G Arata & Son, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-90129) on March 28, 2023, with $500,001 to $1 million in both assets and liabilities. Judge Ronald H. Sargis oversees the case. David C. Johnston, Esq., is the Debtor's bankruptcy attorney. GHOST TRAIN: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Ghost Train Brewing Company, Inc. 3501 1st Avenue South Suite 101B Birmingham, AL 35222 Chapter 11 Petition Date: May 8, 2023 Court: United States Bankruptcy Court Northern District of Alabama Case No.: 23-01225 Debtor's Counsel: C. Taylor Crockett, Esq. C. TAYLOR CROCKETT, P.C. 2067 Columbiana Road Birmingham, AL 35216 Tel: (205) 978-3550 Fax: (205) 978-3556 Email: taylor@taylorcrockett.com Total Assets: $1,982,061 Total Liabilities: $8,398,094 The petition was signed by David Taylor DeBoer as president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: https://www.pacermonitor.com/view/6LO5K2A/Ghost_Train_Brewing_Company_Inc__alnbke-23-01225__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/6N3KLPQ/Ghost_Train_Brewing_Company_Inc__alnbke-23-01225__0001.0.pdf?mcid=tGE4TAMA GUNTHER CHARTERS: Court OKs Deal on Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, authorized Gunther Charters Inc. to use cash collateral on an interim basis in accordance with its agreement with People's United Equipment Finance Corp n/k/a M&T Equipment Finance Corporation. M&T Equipment has a first priority perfected security interest in seven charter buses, listed in the Debtor's Schedules, along with a blanket security interest in the cash and accounts receivable of the Debtor and in all attachments, accessions and accessories to and all proceeds of, all of the foregoing trucks and trailers. Prior to the Petition, the Debtor owed M&T Equipment $35,000 by December 14, 2022, and $45,000 by January 14, 2023, not including late fees, interest, attorneys' fees and costs. Following the Petition, the Debtor paid M&T Equipment: $35,000 on February 7, 2023, $45,000 on February 8, 2023, $45,000 on February 16, 2023, and $45,000 on March 14, 2023, which covers the installments due from the Debtor with the next installment of $45,000 from the Debtor to M&T Equipment due April 14, 2023, which has not yet been paid. Thereafter, $45,000 will be paid on the 14th of each month through June 14, 2023. Thereafter, $53,126 will be paid on July 14, 2023, and thereafter until October 14, 2026, with a final payment due of $30,544. As of the date of the Petition, the Debtor owed M&T Equipment $2.271 million, plus per diem interest of $339, plus late fees, interest, costs and attorneys' fees pursuant to the Loan Documents. As adequate protection of M&T Equipment's interests in the M&T Equipment Collateral, by the 14th of each month hereafter, the Debtor will pay M&T Equipment monthly installment payments as set forth in the Loan Documents. The Debtor will pay $45,000 per month postpetition through June 14, 2023, which it has been paying as adequate protection, and then the remaining payments as reflected in the Schedule of Payments. As adequate protection to M&T Equipment for the Debtor's use of the M&T Equipment Cash Collateral, the Debtor grants M&T Equipment a replacement lien nunc pro tunc on and in all property acquired or generated post-petition by the Debtor arising from or generated by the M&T Equipment Collateral. The lien created will: (i) secure the return to M&T Equipment of the M&T Equipment Collateral, including all cash and non-cash collateral, utilized by the Debtor pursuant to the Order; (ii) where such lien constitutes a first lien, have priority over any and all claims and expenses in the case other than administrative expenses; and (iii) be subordinate only to enforceable and perfected liens and security interests in existence at the time this case was commenced with a priority senior to the priority of the security interest in favor of M&T Equipment. The continuing lien granted will be valid and perfected without the need for the execution, filing or recording of any further documents or instruments, otherwise required to be executed or filed under nonbankruptcy law. A copy of the order is available at https://bit.ly/3pkWsO3 from PacerMonitor.com. About Gunther Charters Since 1985, Gunther Charters, Inc. has been providing motor coach transportation services, specializing in a variety of professional transportation services. Based in Harmans, Md., Gunther Charters provides corporate and business transportation, convention shuttle service, airport transfers, military reunion tours, school groups, group charters, and tour operator transportation services. Gunther Charters filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 23-10416) on Jan. 20, 2023, with $9,677,008 in assets and $13,495,288 in liabilities. Martin Gunther, president of Gunther Charters, signed the petition. Judge Michelle M. Harner oversees the case. Daniel Alan Staeven, Esq., at Frost & Associates, LLC and The Weiss Law Group, LLC represent the Debtor as counsel. HERMANOS GONZALES: Seeks to Hire MRIO Inc. as Real Estate Broker ---------------------------------------------------------------- Hermanos Gonzales Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ MRIO Inc. as its real estate broker. The Debtor requires a broker to list, market and sell commercial real properties located at 2520 Farrell Road and 18521 Intercontinental Crossing Drive, in Houston, Texas; and 480 LOOP 1604, in Adkins, Texas. MRIO will receive a commission equal to 6 percent of the sales price of the properties. As disclosed in court filings, MRIO is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The broker can be reached through: Robert O. Cromwell, II MRIO Inc, d/b/a Moody Rambin 3003 West Alabama Houston, TX 77098 Phone: 713-271-5900 Email: bcromwell@moodyrambinint.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. HMH CONSTRUCTION: Taps Law Offices of D. Blair Clark as Counsel --------------------------------------------------------------- HMH Construction, LLC seeks approval from the U.S. Bankruptcy Court for the District of Idaho to hire the Law Offices of D. Blair Clark, PC as its counsel. The Debtor requires legal counsel to: (a) take all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the estate; (b) prepare legal papers; (c) prosecute a proposed plan of reorganization and all related transactions; and (d) perform all other necessary legal services in connection with the Debtor's Chapter 11 case. The firm will charge these hourly fees: D. Blair Clark $250 Paralegals $95 In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The retainer fee is $7,000. D. Blair Clark, Esq., a partner at the Law Offices of D. Blair Clark, declared in a court filing that his firm is a "disinterested person" according to Section 101(14) of the Bankruptcy Code. The firm can be reached at: D. Blair Clark, Esq. Law Offices of D. Blair Clark, PC 967 E. Parkcenter Blvd Boise, ID 83706 Tel: (208) 475-2050 Fax: (208) 475-2055 Email: dbc@dbclarklaw.com About HMH Construction HMH Construction, LLC, a company in Meridian, Idaho, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 23-00191) on April 20, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. John Odom, managing member, signed the petition. Judge Joseph M. Meier presides over the case. D. Blair Clark, Esq., at the Law Offices of D. Blair Clark, PC represents the Debtor as counsel. IEH AUTO PARTS: Gets Court Okay for $75 Million DIP Financing ------------------------------------------------------------- Emily Lever of Law360 reports that a Texas bankruptcy judge approved a debtor-in-possession financing agreement Tuesday, May 2, 2023, for Icahn-owned IEH Auto Parts Holding LLC that would provide $75 million in new cash for the bankrupt auto parts distributor, and also OK'd a settlement to quash potential litigation between IEH and related companies. About IEH Auto Parts Holding IEH Auto Parts Holding, LLC -- https://autoplusap.com/ -- distributes automotive products. It offers equipment, tools, accessories, paint, and related products in the automotive aftermarket. The company serves customers in the United States. IEH Auto Parts Holding and its affiliates filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90054) on Feb. 1, 2023. In the petition filed by their chief executive officer, John Michael Neyrey, the Debtors reported between $100 million and $500 million in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Jackson Walker, LLP and The Law Office of Liz Freeman, PLLC as legal counsels; Lincoln International, LLC as investment banker; Portage Point Partners, LLC as restructuring advisor; and B. Riley Real Estate, LLC as real estate advisor. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Kane Russell Coleman Logan, PC is the committee's legal counsel. IEH AUTO: Court OKs $75MM DIP Loan from American Entertainment -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas granted IEH Auto Parts Holding LLC and its debtor-affiliates final authority to use cash collateral and obtain post-petition financing. The Debtors have obtained secured senior secured, postpetition financing on a priming, superpriority basis from American Entertainment Properties Corp. The DIP Facility consists of a multiple-draw delayed draw term loan facility in the aggregate maximum principal amount of $75 million. An initial maximum aggregate amount of up to $35 million of new money is available to the Debtors following entry of the Interim Order, and the balance of the DIP Facility Commitment will be made available upon entry of the Final Order. The DIP lender requires the Debtors to comply with these deadlines: a. The Bankruptcy Court will have entered the Final Order by the date that is no later than March 7, 2023, which milestone has been extended to May 3, 2023 with the consent of the DIP Lender. b. The Bankruptcy Court will have entered an order approving the Sale by the date that is no later than May 21, 2023. c. The Sale will be consummated by the date that is no later than May 31, 2023. d. A liquidating chapter 11 plan shall be consummated by the date that is no later than 90 days after consummation of the Sale. The Debtors are party to a Credit and Guaranty Agreement, dated as of August 13, 2021, with American Entertainment Properties Corp. Debtor Auto Plus and certain of its Debtor subsidiaries are guarantors under the Prepetition Credit Agreement. The Existing Credit Agreement had three sub-facilities: (a) A revolver facility in the principal amount of up to $166 million; (b) The Term A facility, designated for THE PEP BOYS - MANNY, MOE & JACK HOLDING CORP. in the principal amount of $305.2 million; and (c) The Term B facility, designated for Auto Plus, in the total principal amount of $200 million, of which $69.8 million is considered the Term B loan and $130.2 million is considered the incremental delayed draw term B loan. On January 30, 2023, Icahn Automotive Group, LLC, Debtor Auto Plus, and the Pep Boys, as borrowers, and certain other subsidiaries of the borrowers as guarantors, and Icahn Enterprises Holdings, L.P. as lender, entered into a Fifth Amendment to Credit and Guaranty Agreement and Release of Certain Borrowers and Guarantors, whereby Pep Boys and Icahn Automotive were released from the Credit and Guaranty Agreement, dated as of August 13, 2021, by and among non-Debtor Icahn Automotive, Debtor Auto Plus, and non-Debtor Pep Boys. The released parties partially paid down the obligations under the Existing Credit Agreement. Pep Boys was simultaneously released from any further obligations under the Prepetition Credit Agreement. As of the Petition Date, the aggregate principal amount outstanding under the Prepetition Credit Agreement is $187.5 million under the Prepetition Term B Facility, plus the outstanding LC Exposure of $23.7 million, of which all but four Debtors are obligated. The Prepetition Facility is secured by a first-priority lien on many of the remaining borrowers' and guarantors' personal property assets. The DIP Lender is granted an allowed superpriority administrative expense claim against the Debtors for all DIP Obligations, subject only to the payment of quarterly US Trustee Fees and the Carve Out. The DIP Superpriority Claims may be repaid from any cash of the Debtors. The DIP Liens are granted on all DIP Collateral as continuing, valid, binding, enforceable, non-avoidable, and automatically and properly perfected security interests in and liens on such DIP Collateral. A copy of the order is available at https://bit.ly/3NI2rXB from Kurtzman Carson Consultants LLC, the claims and noticing agent. About IEH Auto Parts Holding LLC IEH Auto Parts Holding LLC is a distributor of automotive aftermarket parts and products in the U.S. IEH Auto Parts Holding LLC and its debtor-affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90054) on January 31, 2022. In the petition signed by John Michael Neyrey, chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Christopher Lopez oversees the case. Veronica A. Polnick, Esq., at Jackson Walker LLP, represents the Debtor as legal counsel. INNOVATE CORP: Announces Date Change for Q1 2023 Earnings Call -------------------------------------------------------------- Innovate Corp. announced a change to its first quarter 2023 earnings results and conference call date. The Company will now report its first quarter 2023 financial results after market close on Wednesday, May 10, 2023. It will host an earnings conference call reviewing these results, its operations and strategy on the same day, beginning at 4:30 p.m. ET. Conference call details will be posted to the Investor Relations website at www.innovate-ir.com when available. About Innovate New York-based Innovate -- www.innovatecorp.com -- is a diversified holding company that has a portfolio of subsidiaries in a variety of operating segments. The Company seeks to grow these businesses so that they can generate long-term sustainable free cash flow and attractive returns in order to maximize value for all stakeholders. As of Dec. 31, 2021, the Company's three operating platforms or reportable segments, based on management's organization of the enterprise, are Infrastructure, Life Sciences and Spectrum, plus its other segment, which includes businesses that do not meet the separately reportable segment thresholds. Innovate Corp. reported a net loss of $42 million in 2022, compared to a net loss of $236.2 million in 2021. As of Dec. 31, 2022, the Company had $1.15 billion in total assets, $1.18 billion in total liabilities, $61 million in total temporary equity, and a total stockholders' deficit of $90.6 million. * * * As reported by the TCR on Oct. 31, 2022, Moody's Investors Service downgraded INNOVATE Corp.'s corporate family rating to Caa1 from B3. "The downgrade reflects weakness in INNOVATE's credit metrics - at the holding company level as well as on a consolidated basis, which Moody's expect will continue for the next 12-18 months, combined with tight liquidity," said Sandeep Sama, Moody's vice president, senior analyst and lead analyst. INTERNAP HOLDING: Court OKs Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Internap Holding LLC and its debtor-affiliates to use cash collateral on an interim basis in accordance with the budget. The Debtors require immediate access to liquidity to ensure they are able to continue operating during the Chapter 11 cases, preserve the value of their estates for the benefit of all parties in interest, and pursue value-maximizing restructuring transactions consistent with a Restructuring Support Agreement and the bankruptcy-exit plan. The Debtors, each Delaware limited liability companies, commenced the Chapter 11 Cases with the support of 66.74% of the SOTL Lenders in dollar amount and a majority in number to effectuate a debt-for-equity transaction pursuant to the terms of a pre-petition Restructuring Support Agreement effective as of April 26, 2023. Contemporaneously with the filing of the Chapter 11 cases, the Debtors filed their Plan of Reorganization and accompanying Disclosure Statement. In connection with its emergence from the 2020 Chapter 11 Cases, on May 8, 2020, INAP entered into (i) a Senior Secured Term Loan Credit Agreement by and among INAP, the domestic subsidiaries of INAP party thereto as guarantors, the lenders party thereto, and Wilmington Trust, National Association as administrative agent and collateral agent which initially memorialized the loans in the aggregate principal amount of $75.1 million, and (ii) the Second Out Term Loan Credit Agreement by and among INAP, the domestic subsidiaries of INAP party thereto as guarantors, the lenders party thereto, and Wilmington Trust, National Association as administrative agent and collateral agent, which initially memorialized the loans in the aggregate principal amount of $225 million. The obligations under the PTL Credit Agreement were repaid in part in connection with (i) INAP's August 2, 2021 sale of iWeb Technologies Inc., and (ii) INAP's May 6, 2022 sale of the Network Business. All obligations under the PTL Credit Agreement were repaid in full on September 27, 2022 in connection with the September 6, 2022 sale of the Colocation Business. As of the Petition Date, INAP is the borrower under the SOTL Credit Agreement. The amount outstanding as of the Petition Date under the SOTL Credit Agreement to the SOTL Lenders is $127.778 million, consisting of $125.7 million in principal amount due and accrued and unpaid cash interest of $2.097 million. INAP's obligations under the SOTL Credit Agreement are secured by liens on substantially all of the Debtors' assets. The maturity date for the SOTL Credit Agreement is May 8, 2025. The SOTL Lenders are granted, as applicable, the following as adequate protection: 1. Adequate Protection Claims. Solely to the extent of any Diminution in Value, the SOTL Lenders are granted an allowed superpriority administrative claims, which superpriority claims will have priority over all administrative expenses of the kind specified in, or ordered pursuant to, any provision of the Bankruptcy Code, subject and subordinate only to the Carve Out. 2. Adequate Protection Liens. The SOTL Lenders are granted, in any unencumbered assets and Avoidance Actions, solely to the extent of any Diminution in Value of their interests in the Prepetition Collateral, including cash collateral, subject and subordinate only to the Carve Out. The Debtors do not believe that there are any unencumbered assets. The Events of Default include: a) the failure to obtain a Final Order in form and substance acceptable to the Required Consenting Lenders within 35 days after the Petition Date; (b) the Debtors will have (i) filed a motion seeking to create, or (ii) created, incurred, or suffered to exist, any postpetition liens or security interests, other than those granted or permitted pursuant to this Interim Order without the consent of the Required Consenting Lenders; and (c) the Debtors will have filed a disclosure statement or chapter 11 plan that is not reasonably acceptable to the Required Consenting Lenders. A final hearing on the matter is set for June 6 at 10 a.m. A copy of the order is available at https://bit.ly/42ACf5r from PacerMonitor.com. About Internap Holding LLC Internap Holding LLC and its affiliates provide compute resources (i.e., an IT industry term referring to the ability to process data) and storage services on demand via an integrated platform. Their services include: (a) bare metal which are dedicated, single-tenant servers utilizing Intel and AMD processors enabling high-performance compute with rapid deployment, increased control, enhanced security, and flexible configurations); (b) hosted private cloud environments; (c) cloud computing backup services; and (d) managed security to keep customer data secure and in alignment with compliance requirements. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10529) on April 28, 2023. In the petition signed by Michael T. Sicoli, chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Craig T. Goldblatt oversees the case. The Debtors tapped Saul Ewing LLP and Jenner and Block LLP, as legal counsel, FTI Consulting as financial advisor, and Stretto, Inc. as claims and noticing agent. KUEHG CORP: Moody's Assigns B2 Rating to New $1.4BB Term Loan ------------------------------------------------------------- Moody's Investors Service assigned B2 ratings to KUEHG Corp.'s ("KinderCare") proposed new first lien credit facility consisting of a $160 million 5-year revolver due 2028 and a 7-year $1.4 billion term loan due 2030. Proceeds from new first lien term loan will be used to pay down existing first lien and second lien term loans as well as related transaction fees. The company's existing ratings including the B3 Corporate Family Rating, B3-PD Probability of Default Rating and stable outlook are not affected. The existing ratings are not impacted reflecting a leverage neutral transaction. As of 1Q23, Moody's lease adjusted debt-to-EBITDA was about 4x (including American Rescue Plan "ARPA" coronavirus grants in EBITDA). Without grants in EBITDA, leverage would be much higher in the mid 6x for the LTM period. Over the next 12 to 18 months, Moody's expects debt-to-EBITDA leverage (excluding ARPA grants) will decline from this mid 6x level through earnings growth and improve to about 5x, which is within the range Moody's anticipates for the B3 CFR. Moody's expects debt-to-EBITDA leverage including grants in EBITDA will trend in the 4x range over the next 12 to 18 months. Center occupancy rates improved meaningfully during 2022, and entering 2023 were at about 70%, which is in-line with pre-pandemic levels. This recovery of center occupancy rates along with the increase in center counts as well as before and after school Champions sites over the last couple of years will contribute to earnings (without grants) growth in 2023. Moody's expects the company to maintain good liquidity over the next year with $167 million cash at end of 1Q23, access to the new undrawn $160 million revolver as well as an expectation for free cash flow generation exceeding $50 million over the next year. The liquidity will provide ample support for the required $14 million of amortization for its first lien term loan. The B2 rating for its first lien credit facility (revolver and term loan) is one notch above the B3 CFR, reflecting the loss absorption and support provided by the significant amount of unsecured operating lease obligations. Moody's expects to withdraw the B2 ratings on the existing revolver and term loan and the Caa2 rating on the second lien term loan if the facilities are completely retired in conjunction with the proposed refinancing. Moody's took the following rating actions: Issuer: KUEHG Corp. Proposed new Senior Secured First Lien Bank Credit Facility (Revolver and Term Loan), assigned B2 RATINGS RATIONALE KinderCare's B3 CFR reflects moderately high leverage with Moody's lease adjusted debt-to-EBITDA of about 4x (including ARPA grants in EBITDA) at end of 1Q23. Without grants, debt-to-EBITDA leverage would be in the mid 6x for the LTM period. Over the next 12 to 18 months, Moody's expects debt-to-EBITDA leverage will decline from this mid 6x level through earnings growth and expect leverage (excluding grants) will decline to around 5x. Moody's expects debt-to-EBITDA leverage including grants in EBITDA will remain in the 4x range over the next year. KinderCare will need to increase earnings to compensate for the expiration of the ARPA grants starting in September 2023 and potential childcare demand headwinds from rising unemployment. Center occupancy rates improved meaningfully during 2022 and at about 70% entering 2023 were in line with pre-pandemic levels. Reinvestment through new centers and acquisitions over the last couple of years and higher average occupancy relative to 2022, even if center occupancy slips over the course of 2023, should help to lift earnings in 2023. The rating also reflects the cyclical, highly fragmented and competitive nature of the child-care and early childhood industry as well as event and financial policy risk due to private equity ownership. Given its private equity ownership, Moody's expects re-leveraging transactions such as debt-funded dividends or acquisitions. However, the rating is supported by KinderCare's established position, large scale within the childcare and early childhood education industry, broad geographic diversity within the U.S., and well-recognized brands. Favorable long term demographic social factors related to an increasing percentage of dual income families as well as increased focus on early childhood education also supports the credit profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's view that barring any re-leveraging transaction, KinderCare's debt-to-EBITDA leverage will decline to about 5x (excluding ARPA grants) over the next 12 to 18 months through earnings growth. The stable outlook also reflects Moody's expectation for good liquidity over the next year with a sizable cash balance, positive free cash flow generation, and an undrawn revolver. The ratings could be upgraded if operating performance continues to improve with Moody's lease adjusted debt-to-EBITDA sustained below 5x (excluding ARPA grants from EBITDA) and maintenance of at least good liquidity with free cash flow to debt in the mid-single digit percentage range. An upgrade is also contingent on the sponsor's commitment to employ a more conservative financial policy and maintain lower leverage. The ratings could be downgraded if there is deterioration in enrollments because of competition, an increase in unemployment or operational challenges such as adverse reputational issues. Debt-funded acquisitions or shareholder distributions that meaningfully weaken credit metrics, or a deterioration in free cash flow or liquidity could also lead to a downgrade. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. KUEHG Corp. (KinderCare) is a large scale for-profit provider of child-care and education services in the U.S. At the end of 1Q23, the company operated 1,557 community-based and employer-sponsored early childhood education centers across the US and separately 827 before and after-school care sites under the name of Champions. The company was acquired by private equity firm Partners Group in 2015. LTM revenue (as of 1Q23) was approximately $2.28 billion. KUEHG CORP: S&P Rates New $160MM Revolving Credit Facility 'B' -------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating (50%-70%; rounded estimate: 55%) to Portland, Ore.-based KUEHG Corp.'s proposed $160 million revolving credit facility and $1.4 billion term loan B. Because this is a debt-for-debt transaction, S&P believes it will not have a material impact on our base-case assumptions for the company's cash flow and leverage. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario contemplates a default in 2026 due to weakening employment trends that lead to declining enrollments and center utilization rates, lower available program subsidies, an inability to quickly reduce costs, and negative cash flows. -- The debt facilities are issued by KUEHG Corp., with the $160 million undrawn revolving credit facility due 2028 and the $1.4 billion first-lien term loan B due 2030. -- S&P values the company as a going concern because it believes KUEHG could shed individual unprofitable leases and emerge from a potential bankruptcy with a greater ability to generate cash flow. Simulated default assumptions -- Year of default: 2026 -- EBITDA at emergence: $171 million -- Jurisdiction: U.S. -- EBITDA multiple: 5.5x -- Revolving credit facility: 85% of the $131 million drawn at the time of default Simplified waterfall -- Net enterprise value (after 5% administrative costs): About $895 million -- Senior secured first-lien debt outstanding at default: About $1.56 billion --Recovery expectations: 30%-50% (rounded estimate: 55%) LEGACY CARES INC: Taps Miller as It Enters Chapter 11 Bankruptcy ---------------------------------------------------------------- Daily Independent reports that Legacy Cares, which has sought Chapter 11 protection, has hired New York-based investment bank Miller Buckfire & Co. to assist it with options including a potential sale of all Legacy Cares' assets. The company expects to have a buyer lined up and the sale completed by August. Company officials said the park will continue to operate as it goes through the bankruptcy process. The facility plans to continue to operate in the normal course of business as hundreds of events are scheduled to take place through 2030. "Legacy Cares intends to use this process to protect and support the park’s business operations and address Legacy Cares' debt obligations while working towards an orderly and efficient possible sale of Legacy Cares' assets in a manner that maximizes their value." said company President Douglas Moss in a statement. The $280 million park opened in February 2022 at the intersection of State Route 24 and Ellsworth Road in Mesa as a multipurpose facility with multiple baseball, softball and soccer fields as well as baskeball and pickelball. The facility has been used for myriad events in the region. Veteran sports venue manager Rodney Reese has been hired by Legacy Cares as its vice president of park operations to oversee the day-to-day management of Legacy Park. Reese helped to launch Legacy Park and has more than 20 years of experience in venue management and business development across multiple sports and entertainment facilities. Elite Sports Group, recently hired by Legacy Cares to replace Legacy Sports USA to manage Legacy Park, will report to Reese. Legacy Park surpassed more than 4.3 million visitors in 2022 and in addition to numerous sporting events, has hosted dozens of concerts, festivals, and family-friendly community events with over 1.9 million visitors to date in 2023. In the past several months, however, the park has struggled financial, including losing naming rights partner Bell Bank in April 2023. "For months Legacy Cares has been working on new plans to enhance operations and bring revenues in line with expenses," Moss said in a statement. "Professionals have been hired to help Legacy Cares with this process by looking at all options for the Park's best possible future. The announcement of a reorganization along with recent significant management changes will better position Legacy Park to serve as a destination where families and athletes of all ages can enjoy a safe, friendly, high-quality environment to experience different sporting, artistic, educational, and entertainment amenities." Officials with Legacy said they would not provide interviews, as the matter is in the courts. About Legacy Cares Legacy Cares Inc. is a 501c3 non-profit organization dedicated to providing athletes and non-athletes of all ages, economic backgrounds and levels of athletic proficiency, the opportunity to participate in sports and e-sports while fostering the enjoyment and camaraderie of teamwork and perseverance, key components in athletic competition and lifetime success. Legacy Cares Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02832) on May 1, 2023. In the petition filed by Douglas Moss as president, the Debtor reports total assets of $242,329,104 and total liabilities of $366,719,676. Judge Daniel P. Collins oversees the case. Henk Taylor, Esq., at Warner Angle Hallam Jackson Formanek PLC, is the Debtor's legal counsel. LTL MANAGEMENT: Cancer Victims Ordered to Start Mediation --------------------------------------------------------- Steven Church of Bloomberg News reports that a federal judge ordered a new round of settlement talks between Johnson & Johnson and lawyers who spurned the company's offer to pay $8.9 billion to end tens of thousands of cancer claims filed by people who used the company’s popular baby powder. Holdouts want to take their claims to juries around the country instead of joining a proposal that would resolve all current and future lawsuits related to the health-care giant's talc-based products. About 40,000 people have sued J&J claiming the company for decades sold products like baby powder that were so contaminated that they caused cancer. About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. Re-Filing of Chapter 11 Petition On January 30, 2023, a panel of the Third Circuit issued an opinion directing this Court to dismiss the 2021 Chapter 11 Case on the basis that it was not filed in good faith. Although the Third Circuit panel recognized that the Debtor "inherited massive liabilities" and faced "thousands" of future claims, it concluded that the Debtor was not in financial distress before the filing. On March 22, 2023, the Third Circuit entered an order denying the Debtor's petition for rehearing. The Third Circuit entered an order denying LTL's stay motion on March 31, 2023, and, on the dame day, issued its mandate directing the Bankruptcy Court to dismiss the 2021 Chapter 11 Case. The Bankruptcy Court entered an order dismissing the 2021 Case on April 4, 2023. Johnson & Johnson on April 4, 2023, announced that its subsidiary LTL Management LLC (LTL) has re-filed for voluntary Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain approval of a reorganization plan that will equitably and efficiently resolve all claims arising from cosmetic talc litigation against the Company and its affiliates in North America. In the new filing, J&J said it has agreed to contribute up to a present value of $8.9 billion, payable over 25 years, to resolve all the current and future talc claims, which is an increase of $6.9 billion over the $2 billion previously committed in connection with LTL's initial bankruptcy filing in October 2021. LTL also has secured commitments from over 60,000 current claimants to support a global resolution on these terms. MARY J. ROBERTS: Sale of Timber to Mid Carolina for $25K Okayed --------------------------------------------------------------- Judge Karen K. Specie of the U.S. Court of Appeals for the Northern District of Florida authorized Mary J. Roberts' sale of at least part of the timber on her property located in Colleton County, South Carolina, to Mid Carolina Timber Co. Inc. for $25,000 in accordance with their contract. The sale is free and clear of all liens, claims, encumbrances, and interests. The sale proceeds will then be paid as follows: a. Two-thirds of the sale proceeds will be disbursed to Trinity Holdings, LLC upon receipt by the Debtor's Counsel without further order of the Court. b. The remaining one-third of the sale proceeds will be held in the Debtor's Counsel's trust account to be applied toward the Debtor's administrative expenses, as may be approved by further order of the Court. The Debtor has made sufficient allegations and a request in the Motion to waive the 14-day stay requirement of Bankruptcy Rule 6004(h). No objections being raised, the 14-day stay requirement of Rule 6004(h) is lifted immediately upon execution of the Order. The Debtor is authorized to execute and deliver such documents and perform all things necessary to effectuate the sale. The bankruptcy case is In re: Mary J. Roberts, Case 23-40015-KKS (Bankr. N.D. Fla.). METROHAVANA TOWN: $2.76MM Sale of Miami Property to Fon-On Approved ------------------------------------------------------------------- Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized MetroHavana Town Homes, LLC, to sell the real property located at 850 SW 14 Avenue, in Miami, Florida 33135, legally described as Lot 7, Block 1, Amended Plat of Avacado Park, according to the plat thereof as recorded in Plat Book 3, Page 68, Public Records of Miami-Dade County, Florida, Parcel Identification Number 01-4111-005-0060, to Fon-On, Inc., for $2.76 million. The Debtor will immediately proceed to close on the sale of the Property. It is authorized to take any and all actions necessary or appropriate to implement the sale of the Property through closing. The Property is to be sold free and clear of any liens, claim, or encumbrances, will all such liens, claims, or encumbrances to attach to the sale proceeds. The Property sale proceeds (including the amount of the deposit) will be distributed at closing to pay (a) the ordinary, standard, and reasonable closing costs owed by the Debtor as the seller, including title insurance, and (b) the holder of first mortgage of record, 850 Southwest 14th Avenue - 10215686, LLC, in the amount of no less than $2,040,613.93. The remainder of all sale proceeds will be paid to Joel M. Aresty P.A. Trust Account, subject to all other liens, claims, or encumbrances, including, without limitation, the lien held by NOVIC, LLC. The Purchaser has disclosed any connections with and to (i) the Debtor; (ii) any creditor(s); (iii) any party in interest; (iv) any attorney who has made an appearance in this Bankruptcy Case; (v) the United States Trustee; and (vi) any person employed by the United States Trustee. The 14-day waiting period of Bankruptcy Rule 6004(h) is waived. The Debtor will file and serve a notice of closing and serve a final closing statement and an accounting of the sale of the Property with the Court. All net sale proceeds paid to the Joel M. Aresty P.A. Trust Account will be held in trust pending further order of the Court. About MetroHavana Town Homes, LLC MetroHavana Town Homes, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-11349) on February 18, 2022. In the petition signed by Kelly Beam, owner, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Laurel M. Isicoff oversees the case. Christina Vilaboa-Abel, Esq., at Cava Law, LLC, is the Debtor's counsel. MIAMI JEWISH: Fitch Alters Outlook on BB+ LongTerm IDR to Negative ------------------------------------------------------------------ Fitch Ratings has affirmed Miami Jewish Health Systems and Subsidiaries' (MJHS or the system) Long-Term Issuer Default Ratings (IDR) at 'BB+'. In addition, Fitch has affirmed the 'BB+' rating on approximately $41 million of series 2017 revenue bonds issued by the City of Miami Health Facilities Authority on behalf of MJHS. The Rating Outlook has been revised to Negative from Stable. Entity/Debt Rating Prior ----------- ------ ----- Miami Jewish Health Systems and Subsidiaries (FL) LT IDR BB+ Affirmed BB+ Miami Jewish Health Systems and Subsidiaries (FL) /General Revenues/1 LT LT BB+ Affirmed BB+ SECURITY The bonds are secured by a pledge of gross revenues and a mortgage on certain property of the obligated group (OG), which includes MJHS, the Florida PACE Centers, and the Miami Jewish Health Foundation, Inc. ANALYTICAL CONCLUSION The Negative Outlook reflects a weaker operating start in interim FY 2023 (June 30 year-end), with MJHS having to improve its performance in the second half of the fiscal year to make its debt service covenant of 1.2x. A downgrade is largely precluded at this time due to a one-time cash infusion of $10.5 million from the Wolf/Cypen Foundation. The Wolf/Cypen Foundation, a non-OG entity within the MJHS system, was dissolved in early FY 2023 and its assets transferred to the OG. The additional unrestricted liquidity improved MJHS's cash on hand (DCOH) to over 100 days -- above the 90-day covenant -- and cash to debt to over 100%. As MJHS works to improve performance, the additional cash provides a measure of financial cushion. MJHS's management reports that the operating performance has improved in Q3 FY 2023. Higher occupancy, including in independent living (IL) supported the improved performance, with the IL service line recently posting a positive operating month. The positive trajectory in MJHS's performance will need to continue for MJHS to make its debt service covenant in FY 2023, and that level of performance would need to be sustained into FY 2024 before Fitch would revise the Outlook back to Stable. The rating also incorporates the application of an asymmetric risk factor related to MJHS's exposure to government payors in two of its main service lines: skilled nursing and the Program of All-Inclusive Care for the Elderly (PACE). Together these service lines represent over 75% of the OG's revenues. KEY RATING DRIVERS Revenue Defensibility: 'bb' Mixed Demand Characteristics; Limited Rate Flexibility The weaker revenue defensibility assessment reflects softer occupancy in IL that is offset by good demand for skilled nursing and PACE services. Historically, IL occupancy has been below 70%. The pandemic led to IL occupancy dropping further to below 60%. Management reports that IL occupancy reached above 70% in Q3 FY 2023. Assisted living (AL) occupancy also improved to above 70%. Skilled nursing occupancy is down in FY 2023, largely been driven by management's decision to reduce the number of beds staffed and to create a better balance between rehabilitation and long-term skilled nursing stays. Fitch believes this strategy could help reduce the operating losses in skilled nursing, helping to offset the macro agency and staffing headwinds. The PACE program demand remains strong. MJHS generally fills its available member slots and continues to expand. In the next year, new PACE sites are expected in Kendall and northern Broward County. MJHS faces steady competition from a number of AL and skilled nursing providers in the immediate service area. While IL competition is limited in downtown Miami, there are number of entrance fee IL providers in the broader east coast Florida market, especially north of Miami. Service area demographics are mixed, with very good growth characteristics offset by income levels lower than state averages, a further indication of MJHS's limited ability to raise its rates for the private pay services it provides. More than 80% of the OG's revenues are derived from government payors, which sets the rates that MJHS receives and limits rate flexibility. Operating Risk: 'bb' Slow Start to FY 2023 The weak operating risk assessment reflects sizable operating losses at MJHS from FY 2019 through FY 2021, with the operating ratio climbing to above 110% and the net operating margin negative. The operating performance improved in FY 2022, with the operating ratio at 100%; however, the performance weakened through the first six month of FY 2023 with the operating ratio rising to 102% and debt service coverage below 1x (as calculated by Fitch). The performance reflected below budgeted levels of occupancy and the staffing and inflationary pressures. MJHS is moving forward on a number of revenue, efficiency and expense initiatives. These initiatives include the reduction and elimination of agency use in skilled nursing, not filling select open senior administrative positions, supply chain rebidding, continued efforts around clinical documentation in skilled nursing, and growth in the PACE program. Capital spending has been well below depreciation expense in the last two years and is expected to remain below depreciation over the next two to three years. Fitch notes that a longer period of lower capex could begin to pressure the rating. MJHS did complete a small renovation of its acute care hospital, which MJHS plans to utilize to manage the care of PACE participants. Financial Profile: 'bb' Thin But Resilient Financial Profile Though a Moderate Stress Given MJHS's weak revenue defensibility and operating risk assessments and Fitch's forward-looking scenario analysis, Fitch expects key leverage metrics to remain consistent with a 'bb' financial profile. At FYE 2022, MJHS had unrestricted cash and investments of approximately $30 million, equal to 73% of adjusted debt. MJHS has no debt equivalents as it fully funded its defined pension plan and terminated it in FY 2020. DCOH was at 92 days at FYE 2022. The $10.4 million cash infusion from the non-OG entity in Q1 FY 2023 improved Fitch's baseline scenario, which is a reasonable forward look of financial performance over the next five years given current economic expectations. The base case shows operating metrics stressed over the next three years but key adjusted leverage metrics remain stable and DCOH remains above the 90-day covenant. Fitch's stress scenario assumes an economic stress (to reflect equity volatility), which is specific to MJHS's asset allocation. The stress case shows MJHS with thinner cash-to-adjusted debt levels and very weak debt service coverage, which emphasizes the potential for a downgrade should MJHS fail to improve its performance in the next year. Asymmetric Additional Risk Considerations MJHS' high levels of exposure to government payors provides MJHS with less financial flexibility, potentially restraining upward movement on the rating. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: - Failure to make the 1.2x debt service coverage covenant in FY 2023; - Failure to improve the operating ratio such that it remains notably above 100%. - A deterioration in unrestricted liquidity such that cash to adjusted debt falls below 75%. Factors that could, individually or collectively, lead to positive rating action/upgrade: - A return to a stable outlook would require achieving debt service coverage greater than 1.2x in FY 2023 and sustaining the improved performance through FY 2024, such that the operating ratio is below 100% and cash to adjusted remains above 100%. - Longer term, an improved financial performance such that the operating ratio is closer to 90%, cash to adjusted debt stabilizes above 120%, and debt service coverage is consistently around 3x could warrant a rating upgrade. CREDIT PROFILE Founded in the 1940s as a 23-bed nursing home for Jewish widows and widowers, MJHS has grown into a provider of a wide array of senior services in South Florida. The OG consists of a 438-bed skilled nursing facility, one of the largest in the Southeast, a 95-unit rental ILU, 81-unit ALU, 19-unit memory care facility, and a small 32-bed acute care hospital, mostly catering to the needs of the MJHS residents, all located on the system's main campus in Miami, and a foundation. The OG operates a large PACE program with four centers providing care to about 1,153 participants. Fitch's financial analysis is based on the OG, which had approximately $119 million in operating revenue in FY 2022. The main entities outside of the OG include three HUD Section 202 apartment buildings providing subsidized housing for the elderly and a nurse registry program. 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. MICROGEM US: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: MicroGEM US Inc. 705D Dale Avenue Charlottesville, VA 22903 Business Description: The Debtor offers scientific research and development services. Chapter 11 Petition Date: May 8, 2023 Court: United States Bankruptcy Court Western District of Virginia Case No.: 23-60528 Judge: Hon. William J. Fisher Debtor's Counsel: Brandy M. Rapp, Esq. WHITEFORD, TAYLOR & PRESTON LLP 10 S. Jefferson Street Suite 1110 Roanoke, VA 24011 Tel: 540-759-3577 Email: brapp@whitefordlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $50 million to $100 million The petition was signed by Heather Williams as CRO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LPDSWAA/MicroGEM_US_Inc__vawbke-23-60528__0001.4.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/K47T36Y/MicroGEM_US_Inc__vawbke-23-60528__0001.0.pdf?mcid=tGE4TAMA MISSISSIPPI CENTER: Court OKs Cash Collateral Access Thru May 10 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Mississippi authorized Mississippi Center for Advanced Medicine, P.C. to use cash collateral on an interim basis in accordance with the budget, through May 10, 2023. A status conference on the matter is set for May 10 at 1:30 p.m. The Debtor requires the use of cash collateral to pay business expenses. 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. McKesson Corporation also asserts interests in personal property of the Debtor. Further, the Bank and McKesson assert interests in cash collateral including, without limitation, that the cash constitutes proceeds of the Collateral and, therefore, constitutes cash collateral within the meaning of 11 U.S.C. section 363(a). Under 11 U.S.C. section 363(c), the Bank and McKesson consents to the Debtor's use of cash collateral under the terms and conditions set forth therein. In the ordinary course of the Debtor's business operations, the Debtor maintains certain bank accounts with the Bank, which provide established mechanisms for the collection, management, and disbursement of funds used in the Debtor's operations. The Debtor is directed to make a preconfirmation adequate protection payment to BankPlus of $3,500 for each period of up to 30 calendar days during which the Debtor uses cash collateral under the Interim Order. If the first or last such period is less than 30 days, the amount of the corresponding adequate protection payment will not be prorated. As adequate protection, the Bank and McKesson are granted replacement security interests in, and liens on, all post-Petition Date acquired property of the Debtor and the Debtor's bankruptcy estate that is the same type of property that the Bank and McKesson hold pre-petition interests, liens, or security interests, to the extent of the validity and priority of such interests, liens, or security interests. The Debtor will also continue to maintain adequate and sufficient insurance on all its property and assets. The Debtor's right to use cash collateral will terminate, unless extended by further order of the Court or by express written consent of the Bank and McKesson, on the earlier of: (i) May 11,2023; (ii) the first business day after the date of the final hearing on the Motion; (iii) the failure of the Debtor to comply with any provision of the Interim Order; (iv) the entry of an order authorizing, or if there will occur, a conversion or dismissal of this case under Code section 1112; (v) the entry of an order appointing a trustee, or appointing an examiner with powers exceeding those set forth in Code section the Debtor; (vii) the cessation of day-to-day operations of the Debtor; (viii) any loss of accreditation or licensing of the Debtor that would materially impede or impair the Debtor's ability to operate as a going concern; and (ix) any material provision of the Interim Order for any reason ceases to be enforceable, valid, or binding upon the Debtor. The Debtor projects $961,352 in gross profit and $777,993 in total expenses for the period from April 22 to May 5, 2023. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3B3kRdz from PacerMonitor.com. 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. MKS REAL ESTATE: $11.8-Mil. Sale of Forth Worth Asset to DSP OK'd ----------------------------------------------------------------- Judge Edward L. Morris of the U.S. Bankruptcy Court for the Northern District of Texas approved MKS Real Estate, LLC's sale of the real property located at 9100 NW US 287, Tarrant County, in Fort Worth, Texas, to DSP Acquisitions, LLC, for $11.8 million. The purchase price is payable in immediately available funds at closing, free and clear of all liens, interests, claims and encumbrances, except for the liens to secure 2023 ad valorem taxes, which will remain attached to the Real Property and will become the responsibility of the Buyer, with all such liens, interests, claims and encumbrances to reattach to the proceeds of sale, subject to the payment obligations at closing. At closing, the Debtor will cause and instruct the title company coordinating the sale of the Real Property to pay from the proceeds of sale of the Real Property, and the Debtor is authorized and directed to pay, the amounts as follows: A. All reasonable, customary and usual costs of closing in the sale of the Real Property including, without limitation, title policy cost, the pro rata share of ad valorem real property taxes for year 2023, in each case owed with 11 U.S.C. Sections 506(b) and 511 interest at the state statutory rate of 1% per month, attorney and documents fees, and the contractually agreed upon real estate commission. B. An amount equal to the allowed claim of Westdale Capital inclusive of all amounts allowable under 11 U.S.C. Section 506(b) to Westdale Capital by wire transfer directly from the title company at closing based upon an anticipated closing date. Westdale Capital will submit to the title company the amount of its allowed claim prior to the Closing Date. This sum will fully resolve and discharge all claims of Westdale Capital as of the Closing Date subject to the terms of the Order. C. An amount equal to the allowed claim of Resolution inclusive of all amounts allowable under 11 U.S.C. Sections and/or 511 to Resolution by wire transfer directly from the title company at closing on the Closing Date. Resolution will submit to the title company the amount of its allowed claim prior to the Closing Date. This sum will fully resolve and discharge all claims of Resolution as of the Closing Date subject to the terms of the Order. D. The sum of $232,194.97 to Frost by wire transfer directly from the title company at closing on the Closing Date. This sum will fully resolve and discharge all claims of Frost as of the Closing Date subject to the terms of the Order. E. The sum of $224,625 will be held in escrow by the title company at closing on the Closing Date until the alleged materialmen’s and mechanics' lien ("M&M Lien") filed by Texas Electric is resolved through an adversary proceeding or by Court order. This sum will fully preserve all alleged claims of the Debtor and Texas Electric until such time the alleged M&M Lien is resolved. F. The sum of $61,200 will be held in escrow by the title company at closing on the Closing Date until the alleged M&M Lien filed by Crawford Electric is resolved through an adversary proceeding or by Court order. This sum will fully preserve all alleged claims of the Debtor and Crawford Electric until such time the alleged M&M Lien is resolved. G. All remaining proceeds will be paid to Debtor by wire transfer directly from the title company at closing on the Closing Date. The liens of Westdale Capital, Resolution, and Frost securing repayment of amounts incurred post-closing by such parties will attach to these proceeds in the order existing as of the Closing Date. The amount of Westdale Capital's, Resolution's, and Frost's secured claims will be reduced by any cash paid by the title company to Westdale Capital, Resolution, and Frost on the Closing Date. All sums paid on the Closing Date by the title company or later claimed by Westdale Capital, Resolution, or Frost are subject to final approval by the Court under the terms of the Order; and any liens claimed post-closing under 506(b) will be extinguished to the extent disallowed by the Court. H. Westdale Capital, Resolution, and Frost will file a Notice of Allowed Secured Claim Amount with the Court substantiating their respective secured claims within three business days of the Closing Date, which will include: (a) the total cash paid on the Closing Date by the title company; and (b) any additional unpaid amount of their alleged allowed secured claims, including but not limited to, any accrued interest and any 506(b) claims alleged against the Debtor and its estate. a. The Debtor and other parties in interest will have 14 days to object to the Notice filed by Westdale Capital, Resolution, and Frost. b. Upon an objection filed by either the Debtor or other party in interest, the Court will hold a hearing, on sufficient notice, on the allowance of the secured claim of Westdale Capital, Resolution, or Frost, including but not limited to, any accrued interest and any 506(b) claims alleged against the Debtor and its estate. c. In the event that the Court sustains an objection at the conclusion of the hearing on any Notice, such cash paid to Westdale Capital, Resolution, and Frost in excess of the allowed portion of their respective secured claims is subject to disgorgement by Court order. The sale is final and will be effective and enforceable immediately upon entry and will not be stayed pursuant to Bankruptcy Rule 6004(h). About MKS Real Estate MKS Real Estate, LLC owns and operates an office building valued at$14.4 million. It is based in Fort Worth, Texas. MKS Real Estate filed a Chapter 11 petition (Bankr. N.D. Texas Case No. 21-40424) on March 1, 2021. On Oct. 28, 2021, the court entered an agreed order dismissing the bankruptcy case for one year or until such time that the claim was paid in full, or the property is foreclosed, whichever was later. In consideration for the Debtor being given one year to sell the real property, the court ordered "that [Cadence (formerly known as BancorpSouth)] will have the right to post the real property for non-judicial foreclosure and proceed with the foreclosure on Nov. 1, 2022 in the event the claim is not paid in full on or before Oct. 31, 2022." MKS Real Estate again filed a Chapter 11 petition (Bankr. N.D. Texas on Case No. 22-42618) on Oct. 31, 2022. In the petition filed by Olufemi Ashadele as owner, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. Judge Edward L. Morris oversees the 2022 case. The Debtor is represented by M. Jermaine Watson, Esq., at Cantey Hanger, LLP. MMJS ENGINEERING: Court OKs Deal on Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of California authorized MMJS Engineering to use cash collateral on an interim basis in accordance with its stipulation with the U.S. Small Business Administration, through August 31, 2023. Pre-petition, on August 27, 2020, the Debtor executed a U.S. Small Business Administration Note, pursuant to which the Debtor obtained a loan in the amount of $75,000. The terms of the Note require the Debtor to pay principal and interest payments in the amount of $366 every month beginning 12 months from the date of the Original Note over the 30-year term of the SBA Loan. The SBA Loan has an annual interest rate of 3.75% and may be prepaid at any time without notice of penalty. Pursuant to the SBA Loan Authorization and Agreement executed on August 27, 2020, the Debtor is required to "use all proceeds of this Loan solely as working capital to alleviate economic injury caused by disaster occurring in the month of January 31, 2020, and continuing thereafter and to pay Uniform Commercial Code (UCC) lien filing fees and third-party UCC handling charge of $100 which will be deducted from the Loan amount state above." As evidenced by the Security Agreement executed on August 27, 2020, and validly recorded UCC-1 filing on September 6, 2020 as File # U200016937328, the SBA Loan is secured by all tangible and intangible personal property The Debtor is directed to provide adequate protection to the secured creditors. The parties agree that any and all of the Personal Property Collateral constitutes the SBA's cash collateral. The SBA consents to the Debtor's continued use of cash collateral through the earlier of August 31, 2023, or the entry of an Order Confirming the Debtor's Plan of Reorganization for ordinary and necessary expenses as set forth in the budget. As adequate protection, the SBA is granted a replacement lien on all post-petition revenues of the Debtor, to the same extent, priority and validity that its lien attached to the cash collateral. The scope of the replacement lien is limited to the amount (if any) that cash collateral diminishes post-petition as a result of the Debtor's post-petition use of cash collateral. The replacement lien is valid, perfected and enforceable and shall not be subject to dispute, avoidance, or subordination, and this replacement lien need not be subject to additional recording. The SBA is authorized to file a certified copy of the cash collateral order and any other necessary and related documents to further perfect its lien. The SBA is entitled to a super-priority claim over the life of the Debtor's bankruptcy case. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3VGiuH7 from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $72,124 for May 2023; $72,124 for June 2023; $72,124 for July 2023; and $72,124 for August 2023. About MMJS Engineering MMJS Engineering sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 22-02691) on October 19, 2022. In the petition signed by Mark Anthony Martini, chief executive officer, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Margaret M. Mann oversees the case. Matthew D. Resnik, Esq., at RHM Law, LLP, is the Debtor's legal counsel. MORAVIAN MANORS: Fitch Affirms 'BB+' on $17MM Health Care Bonds --------------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating on the following bonds issued by the Lancaster County Hospital Authority, PA on behalf of Moravian Manors, Inc. (Moravian): - $17.3 million health care facilities revenue bonds series 2019A. Fitch has also affirmed Moravian's Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Moravian Manors, Inc. (PA) LT IDR BB+ Affirmed BB+ Moravian Manors, Inc. (PA) /General Revenues/1 LT LT BB+ Affirmed BB+ SECURITY Security interest in pledged assets (including gross receipts), a mortgage on Moravian's property and series specific debt service reserve funds. ANALYTICAL CONCLUSION The 'BB+' rating reflects the expected stability of Moravian's financial profile through Fitch's forward-looking scenario analysis. Moravian's leverage burden is elevated as a result of recent bond issuance and bank financing to fund an extensive independent living unit (ILU) expansion project on the newer Warwick Woodlands (Woodlands) portion of the campus. Moravian's midrange revenue defensibility continues to be supported by its robust ILU occupancy, despite competition in the area. Fitch expects operating risk metrics to stabilize and show gradual improvement as a result of completion of the expansion project, particularly as newer ILUs generate revenues and census levels in assisted living unit (ALU) and skilled nursing facility (SNF) recover towards pre-pandemic levels. Moravian recently announced an affiliation with Morningstar Living (PA) (IDR BB) following board approval in March. The entities strategic alliance may include sharing some senior talent, efficiencies in technology and back office expenses. Fitch views the affiliation as credit neutral and expects no rating impact given the obligated groups are expected to remain separate. KEY RATING DRIVERS Revenue Defensibility: 'bbb' Strong Independent Living Occupancy Moravian's midrange revenue defensibility reflects its history of strong demand despite competition, and affordable entrance fees relative to local home prices and average resident net worth. Over the last four years, ILU occupancy has averaged 97%, ALU has averaged 81%, SNF occupancy has averaged 77% and memory care (MC) has averaged 73%. ILU occupancy remained strong in FY22 at 97%. As a result of pandemic-related disruptions, ALU and SNF occupancy remain softened from pre-pandemic levels to 77% and 71%, respectively, at 2022 FYE. Beginning in fall 2021, Moravian has limited SNF admissions as a result of staffing pressures in order to match census with staffing availability. There are several competing life plan communities (LPCs) in the primary market area (PMA), but they have not materially impacted Moravian's ability to fill its units as indicated by its history of strong ILU occupancy and a solid waitlist of 350 potential residents. Additionally, Moravian benefits from its location within walking distance to downtown Lititz. Wealth indicators in Lancaster County, PA are favorable to state and national levels. Moravian's weighted average entrance fee (WAEF) is approximately $370 thousand, which is affordable relative to prevailing home prices and wealth levels in the PMA. The typical home price in Lititz is about $383,000 according to Zillow. In recent years, Moravian has had entrance fee and monthly service fee increases of between 5%-10% which further supports the midrange revenue defensibility assessment. Operating Risk: 'bbb' Expectations for Improved Operations and Capital-Related Metrics Moravian demonstrates an adequate ability to absorb operating cost volatility due to its type-C contracts, evidenced by its midrange cost management metrics. Over the last five years operating ratio has averaged 97.9% and net operating margin (NOM) has averaged 4.1%. NOM-adjusted (NOMA) averaged a softer 8% over the last five years. In FY21, operating ratio was 86.6% and NOM was 16.3%; aided by approximately $700,000 in CARES stimulus and a $2.8 million PPP loan that was forgiven. Fiscal 2022 results included a softer 102.4% operating ratio, 2.4% NOM and 8.6% NOM-adjusted. Moravian's capital investment has been very healthy, with capex to depreciation averaging approximately 466% over the last five years due to the significant capex spend for the ILU expansion which was financed with 2019 bond proceeds and bank financing. Fitch expects capex to moderate over the near term as Moravian focuses on refreshing existing units and maintaining the original portion of the campus. As a result of this period of significant capex, Moravian's average age of plant has decreased over time to a healthy 8.9 years in FY22. Over the last several years capex has focused on the Woodlands expansion project, which is located a 72-acre property a few blocks from the main campus. In the first half of 2022, Moravian opened the most recent phase of its Warwick Woodlands project, which included 16 carriage homes. Phase I of the Woodlands project added a total of 85 carriage homes and 54 apartments and opened beginning in late 2017 through 2019. In late 2020, Phase 2 added 71 carriage homes. Phase 2 of the Woodlands project was financed with 2019 bond proceeds, with the remainder financed with bank debt. The new ILU's have been successfully filled. The Warwick Woodlands portion of campus has additional room for expansion, however, management indicates there are no immediate plants for additional construction. Fitch expects Moravian's future capex to be limited to routine expenditures. As a result of its debt issuances to finance the Woodlands, Moravian's capital-related metrics are elevated, with revenue only maximum annual debt service (MADS) coverage of 0.5x and MADS to revenue of 16% in fiscal 2022, respectively. Debt-to-net available has averaged 18.3x over the past five fiscal years. Fitch expects key capital related metrics to moderate to a midrange assessment level as the new ILUs continue to generate additional cash flows, and the associated debt amortizes. Financial Profile: 'bb' Elevated Long-Term Liabilities Moravian's history of softer liquidity and leverage metrics are largely a result of an elevated debt burden due to recent period of ILU expansion projects. In context of Moravian's midrange revenue defensibility and midrange operating risk assessments, Fitch expects that Moravian will maintain a financial profile that is largely consistent with the 'bb' assessment through Fitch's forward-looking scenario analysis. Moravian's unrestricted cash and investments measured approximately $19.4 million at FYE 2022 compared to $21.7 million at FYE 2021; this decline was impacted by unrealized investment losses in fiscal 2022. As a result, cash on had softened to 286 days cash on hand (DCOH) in fiscal 2022 from 353 DCOH in fiscal 2021. Moravian ended FY22 with cash-to-adjusted debt of 32.7%. Fitch calculates Moravian's FY22 MADS coverage at 0.8x which excludes $4.7 million in new entrance fees collected. However, Moravian's MADS covenant calculation includes money from new entrance fees because the funds have no associated short-term debt and as a result calculates MADS coverage of 2x for FY22. Fitch expects that as the ILU project matures and debt amortizes, coverage and liquidity metrics will improve. Asymmetric Additional Risk Considerations There are no asymmetric risk factors affecting this rating determination. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: - Decrease in demand for existing ILUs or deterioration in operating performance resulting in lower operating ratio sustained at above 100%; - Unanticipated borrowing or significant deterioration in cash-to-adjusted debt to sustained levels below 30%. Factors that could, individually or collectively, lead to positive rating action/upgrade: - Consistent growth in unrestricted cash and investments, resulting in over 50% cash-to-adjusted debt even in Fitch's stress case scenario; - Sustained improvement in the operating performance such that the operating ratio is sustained below 90%. CREDIT PROFILE Moravian is an LPC with a total of 315 ILUs (consisting of 200 carriage homes and 115 apartments), 36 ALUs, 100 SNF beds and 15 MC units. Moravian is governed by an independent board of directors, which currently consists of 17 members, including one resident, members can serve three successive four-year terms. Moravian's main campus opened in 1974 and is located about 10 miles north of Lancaster, PA and 30 miles east of Harrisburg, PA in the town of Lititz. The Moravian Church in Pennsylvania founded the organization in the 1950s to care for its aging members and only has a limited governance role. 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. MOVIA ROBOTICS: Court OKs Cash Collateral Access Thru May 31 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Connecticut, Hartford Division, authorized Movia Robotics, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through May 31, 2023. The Debtor requires the use of cash collateral to pay business expenses. The U.S. Small Business Administration, Clean Feet Investors I, LLC, and Webster Bank, N.A. assert an interest in the Debtor's cash collateral. In exchange for the preliminary use of cash collateral by the Debtor and as adequate protection, the SBA, Clean Feet, and Webster Bank are granted replacement or substitute liens as provided in 11 U.S.C. section 361(1) in all of the Debtor's post-petition assets and proceeds thereof, excluding any bankruptcy avoidance causes of action. The replacement liens will have the same validity, extent and priority that the SBA, Clean Feet, and Webster Bank possessed on the Petition Date. The Debtor will also provide to the SBA, Clean Feet, and Webster Bank monthly statements reflecting the financial activity of the Debtor. The liens of the SBA, Clean Feet, and Webster Bank and any replacement thereof, and any priority to which the SBA, Clean Feet, and Webster Bank may be entitled or become entitled under section 507(b), will be subject and subordinate to a carve-out of such liens for amounts payable by the Debtor for (i) fees of the United States Trustee under 28 U.S.C. section 1930(a)(6); (ii) wages due the Debtor's employees and (iii) court-approved fees of the Debtor's professionals. A final hearing on the matter is set for May 25 at 11:30 a.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/42ffIvi from PacerMonitor.com. The Debtor projects $46,400 in total revenue and $73,360 in total expenses. About Movia Robotics, Inc. Movia Robotics, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Conn. Case No. 23-20024) on January 18, 2023. In the petition signed by Timothy Gifford, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge James J. Tancredi oversees the case. Timothy D. Miltenberger, Esq., at Cohn Birnbaum & Shea, P.C., represents the Debtor as legal counsel. MUSCLEPHARM CORP: Creditor Seeks Chapter 11 Trustee Appointment --------------------------------------------------------------- Ryan Drexler, a creditor of MusclePharm Corporation, asked the U.S. Bankruptcy Court for the District of Nevada to appoint a Chapter 11 trustee for the company. Mr. Drexler points out that there is abundant cause to appoint a trustee in this case, and appointment is in the best interests of the creditor and other stakeholders. The taunting hatred articulated by Mr. Lane on behalf of Empery toward Mr. Drexler is but the tip of the iceberg of acrimony that is destroying any chance of this Debtor to maximize enterprise value for either a sale or a reorganization. Indeed, it is abundantly clear from the budget filed on March 27, 2023, and the recent fee applications of bankruptcy professionals, that Empery has no interest in any good faith bankruptcy purpose, but is manipulating this chapter 11 case in order to complete the UCC Article 9 sale it sought to force last December, when it was stayed by the Debtor's bankruptcy petition, and to punish Mr. Drexler for filing the bankruptcy petition. Mr. Drexler notes that because Empery is misusing its power to facilitate an environment for a forced sale, restraining business growth and profit is in its interests. The poorer the economic performance of the Debtor, the lower the price on the sale. Once a chapter 11 trustee is appointed, the artificial shackles will come off and the new company will begin to do what the Debtor should have been doing the last five months: grow inventory, customers, and sales. Mr. Drexler cites that the Debtor's operating reports and budget supply more than ample cause for the appointment of a chapter 11 trustee. At the same time, as it is unconstrained by any budget Empery is litigating extensively under artificial deadlines that it set as a condition of its DIP financing, defending its questionable pre-petition agreements and conduct in challenges from the Committee and White Winston, and pursuing a frivolous lawsuit in New York State court. Mr. Drexler claims that the appointment of a trustee is justified by cause, is in the best interests of the Debtor's estate, its creditors, and equity security holders, will provide creditors with a neutral business decisionmaker and arbiter of disputes, and will be in the best position to facilitate a sale or consensual plan of reorganization. A copy of the motion is available for free at https://bit.ly/40XFi6c from Stretto, claims agent. Counsel for Mr. Drexler: STEINHILBER SWANSON LLP Michael P. Richman, Esq. 122 W. Washington Ave., Suite 850 Madison, WI 53703 Telephone: (608) 630-8990 Facsimile: (608) 630-8991 Email: mrichman@steinhilberswanson.com CARLYON CICA CHTD Candace C. Carlyon, Esq. Dawn M. Cica, Esq. Tracy M. O'steen, Esq. 265 E. Warm Springs Road, Suite 107 Las Vegas, NV 89119 Telephone: (702) 685-4444 Facsimile: (725) 220-4360 Email: ccarlyon@carlyoncica.com dcica@carlyoncica.com tosteen@carlyoncica.com About MusclePharm Corporation Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB: MSLP) -- http://www.musclepharm.com/and http://www.musclepharmcorp.com/-- is a lifestyle company that develops, manufactures, markets and distributes branded nutritional supplements. It offers a broad range of performance powders, capsules, tablets, gels and on-the-go ready to eat snacks that satisfy the needs of enthusiasts and professionals alike. MusclePharm filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-14422) on Dec. 15, 2022. In the petition filed by its chief executive officer, Ryan Drexler, the Debtor reported assets and liabilities between $10 million and $50 million. The Honorable Natalie M. Cox is the case judge. The Debtor tapped Samuel A. Schwartz, Esq., at Schwartz Law, PLLC as legal counsel; Foley & Lardner, LLP as special securities counsel; and Portage Point Partners, LLC as restructuring advisor. Jeffrey Gasbarra of Portage Point Partners serves as the Debtor's chief restructuring officer. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtor's case. Pachulski Stang Ziehl & Jones, LLP and Larson & Zirzow, LLC serve as the committee's bankruptcy counsel and Nevada counsel, respectively. NATURALSHRIMP INC: Business Combination on Track to Close in Q2 --------------------------------------------------------------- NaturalShrimp, Inc. and Yotta Acquisition Corporation, a special purpose acquisition corporation, announced the filing of a registration statement on Form S-4, which contains a preliminary proxy statement/prospectus, with the U.S. Securities and Exchange Commission in connection with their previously announced proposed business combination. The Registration Statement includes financials of NaturalShrimp for the nine months ended Dec. 31, 2022 and 2021. Management Commentary "The filing represents a key event to close our proposed business combination with Yotta in the second quarter of 2023," said Gerald Easterling, CEO of NaturalShrimp. "More importantly, the registration statement includes amended financials for nine months 2021 and 2022 ended December 31. As we move ahead into 2023, we remain confident in our trajectory despite the delay in the estimated close date due to non-material events beyond our control and look forward to sharing more on our developing story in the months ahead." Hui Chen, chief executive officer of Yotta Acquisition Corporation, added, "We are pleased to have overcome the delays and are now able to proceed with the business combination in a timely manner." Proposed Business Combination Highlights * Merger to accelerate commercialization and production ramp up of farm-to-table sushi grade shrimp and fresh seafood including planned U.S. facility expansion * NaturalShrimp could receive up to $105 million in net cash proceeds at the consummation of the transaction, assuming no redemptions * The parties expect that the common stock of the parent of the combined company will become listed on Nasdaq post-deal-close * NaturalShrimp and Yotta Acquisition Corp. to conduct a global marketing campaign to educate institutional and other investors about its system for growing shrimp in enclosed, salt-water systems, using patented technology to produce fresh, never frozen, naturally grown shrimp, without the use of antibiotics or toxic chemicals * Yotta Acquisition Corp. will issue 17.5 million of its common shares (current valuation of $175.0 million) to the stockholders of NaturalShrimp. In addition, the stockholders of Natural Shrimp are entitled to receive an additional 5.0 million common shares (current valuation of $50.0 million) based on achieving certain revenue targets for 2024 and 5 million common shares (current valuation of $50 million) for revenue targets for 2025. These Earn-out shares will be available to shareholders of record on the closing of the transaction. Assuming no redemptions, the total enterprise value is estimated at approximately $275M at closing of the transaction. The NaturalShrimp - Yotta Business Combination Agreement Under the terms of the Business Combination Agreement with Yotta, Yotta Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Yotta Acquisition Corporation, will merge with and into NaturalShrimp, after which NaturalShrimp will be the surviving company and a wholly owned subsidiary of Yotta Acquisition Corp. and Yotta shall change its name to NaturalShrimp Incorporated. Yotta Acquisition Corp. will issue 17.5 million of its common shares (current valuation of $175.0 million) to the security holders of NaturalShrimp. In addition, the stockholders of Natural Shrimp are entitled to receive an additional 5.0 million common shares (current valuation of $50.0 million) based on achieving certain revenue targets for 2024 and 5 million common shares (current valuation of $50 million) based on achieving certain revenue targets for 2025. The Business Combination Agreement contains covenants in respect of non-solicitation of alternative acquisition proposals and a termination fee payable to Yotta in certain circumstances. The proposed business combination is expected to close in the second quarter of 2023, subject to the satisfaction of customary closing conditions, including the effectiveness of the registration statement on Form S-4 that Yotta is required to file with the U.S. Securities and Exchange Commission, required Nasdaq approval, and the approval of the proposed Transaction and the Business Combination Agreement by a majority of the stockholders of NaturalShrimp and a majority of Yotta stockholders voting to approve thereon. Post-closing, the combined company Board of Directors will include seven directors designated by NaturalShrimp. NaturalShrimp intends to use the proceeds from the proposed Transaction to accelerate commercialization and production ramp up of its farm-to-table sushi grade shrimp and fresh seafood. About NaturalShrimp NaturalShrimp, Inc. is a publicly traded aqua-tech Company, headquartered in Dallas, with production facilities located near San Antonio, Texas. The Company has developed a commercially viable system for growing shrimp in enclosed, salt-water systems, using patented technology to produce fresh, never frozen, naturally grown shrimp, without the use of antibiotics or toxic chemicals. NaturalShrimp systems can be located anywhere in the world to produce gourmet-grade Pacific white shrimp. Naturalshrimp reported a net loss of $86.30 million for the year ended March 31, 2022, a net loss of $3.59 million for the year ended March 31, 2021, and a net loss of $4.81 million for the year ended March 31, 2020. As of June 30, 2022, the Company had $35.45 million in total assets, $24.71 million in total liabilities, $2.02 million in series E redeemable convertible preferred stock, $43.61 million in series F redeemable convertible preferred stock, and a total stockholders' deficit of $34.89 million. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor, issued a "going concern" qualification in its report dated June 29, 2022, citing that the Company has suffered significant losses from inception and has a significant working capital deficit. These conditions raise substantial doubt about its ability to continue as a going concern. NEW HAVEN TRUCK: Court OKs Cash Collateral Access Thru May 31 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Connecticut, New Haven Division, authorized New Haven Truck and Auto Body, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 20% variance, through May 31, 2023. Citizens Bank, National Association asserts an interest in the Debtor's cash collateral. As adequate protection against any post-petition diminution of the Lender's cash collateral under 11 U.S.C. sections 361 and 363, the Lender is granted replacement or substitute liens in all post-petition assets of the Debtor and proceeds thereof, and the replacement liens will have the same validity, extent, and priority that the Lender possessed as to said liens on the Petition Date. The Lender's liens and any replacement thereof pursuant to the order, will be subject and subordinate to a carve-out of such liens for amounts payable by the Debtor for (i) fees of the United States Trustee under 28 U.S.C. section 1930(a)(6); (ii) wages and benefits due the Debtor's employees and (iii) court approved fees of the Debtor's professionals. A continued hearing on the matter is set for May 31, 2023 at 11 a.m. A copy of the order is available at https://bit.ly/3M0dkma from PacerMonitor.com. About New Haven Truck and Auto Body, Inc. New Haven Truck and Auto Body, Inc. is a complete vehicle collision and body repair shop located in East Haven, Connecticut. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Conn. Case No. 23-30298) on April 28, 023. In the petition signed by William S. Snow, Jr., president, the Debtor disclosed up to $10 million in both assets and liabilities. Stuart H. Caplan, Esq., at the Law Offices of Neil Crane, LLC, represents the Debtor as legal counsel. NICK'S CREATIVE: June 27 Plan & Disclosure Hearing Set ------------------------------------------------------ On April 6, 2023, Nick's Creative Marine, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement with respect to Chapter 11 Plan. On My 4, 2023, Judge Mindy A. Mora conditionally approved the Disclosure Statement and ordered that: * June 27, 2023 at 2:30 p.m. at the United States Bankruptcy Court, 1515 N. Flagler Drive, 8th Floor, Courtroom A, West Palm Beach, FL 33401 is the confirmation hearing and consider final approval of the disclosure statement. * June 20, 2023 is the deadline for filing ballots accepting or rejecting plan. * June 6, 2023 is the deadline for filing and serving notice summarizing all fee applications. * June 22, 2023 is the deadline for objections to confirmation. * June 22, 2023 is the deadline for objections to final approval of the disclosure statement. * June 22, 2023 is the deadline for filing proponent's report and confirmation affidavit. A copy of the order dated May 4, 2023 is available at https://bit.ly/42lWILr from PacerMonitor.com at no charge. Attorneys for the Debtor: Craig I. Kelley, Esq. KELLEY, FULTON, KAPLAN & ELLER, P.L. 1665 Palm Beach Lakes Blvd. The Forum - Suite 1000 West Palm Beach, FL 33401 Telephone: (561) 491-1200 Facsimile: (561) 684-3773 E-mail: bankruptcy@kelleylawoffice.com About Nick's Creative Marine Nick's Creative Marine, Inc., owns a marine supply store in Riviera Beach, Florida. Nick's Creative Marine sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-17170) on Sept. 16, 2022. In the petition signed by Nicholas Scafidi, vice-president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Erik P. Kimball oversees the case. Craig I. Kelley, Esq., at Kelly, Fulton & Kaplan, P.L., is the Debtor's counsel. NORTH SHORE: Seeks to Hire Eisner Advisory Group as Accountant -------------------------------------------------------------- North Shore Associates, LLP received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Eisner Advisory Group, LLC as its accountant. The firm's services include: a) amending as necessary the Debtor's books and records; b) preparing updated financial statements; c) assisting the Debtor with financial reporting, including the preparation of monthly operating reports; d) preparing annual state and federal tax returns; e) assisting the Debtor with the preparation of required financial reporting to the bankruptcy court as well as financial projections pertaining to any required budgets and Chapter 11 plan of reorganization. The firm will charge these hourly fees: Partner/Director $560 - $755 Managers/Senior Managers $340 - $520 Paraprofessionals/Staff $180 - $330 Susannah Prill, a certified public accountant at Eisner Advisory Group, disclosed in a court filing that her firm does not have an interest materially adverse to the Debtor, creditors or any other party in interest. The firm can be reached through: Susannah Prill , CPA Eisner Advisory Group, LLC 111 Wood Avenue South Iselin, NJ 08830-2700 Phone: 732-243-7990 About North Shore Associates North Shore Associates, LLP is a single asset real estate as defined in 11 U.S.C. Section 101(51B). It is based in Loveland, Colo. North Shore Associates filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-10808) on March 6, 2023, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtor stated it has no creditors holding unsecured claims. Judge Joseph G Rosania Jr. oversees the case. Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, PC and Eisner Advisory Group, LLC are the Debtor's legal counsel and accountant, respectively. NORTHERN OIL: S&P Alters Outlook to Positive, Affirms 'B' ICR ------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '2' recovery rating to the new senior unsecured notes on Minnesota-based oil and gas exploration and production (E&P) company Northern Oil And Gas Inc. The '2' recovery reflects its expectations for substantial (70%-90, rounded estimate: 70%) recovery to creditors in the event of a payment default. At the same time, S&P revised its outlook on Northern to positive from stable and affirmed its 'B' issuer credit rating. The positive outlook reflects S&P's expectation that the company will sustain its current production levels, maintain funds from operations (FFO) to debt of well above 60%, and generate positive discretionary cash flow (DCF) over the next two years. The outlook revision reflects the company's significant free cash flow generation and strong credit metrics over the next 12 months. S&P said, "Based on our recently revised oil and natural gas price deck assumptions, we forecast Northern's FFO to debt will exceed 60% while its debt to EBITDA remains below 1.5x over the next 12-24 months. We also anticipate the company will generate a significant amount of positive free operating cash flow (FOCF), which we expect it will use for debt reduction--given its long-term net debt to EBITDA target of below 1.0x--as well as shareholder distributions and potential acquisitions. Additionally, we expect Northern will generate positive DCF in 2023 and 2024." Northern's recent acquisitions have increased its production and proved reserves. Since the beginning of 2022, the company has completed over $1 billion of acquisitions, which increased its total daily production to about 87,000 barrels of oil equivalent (boe) per day as of March 31, 2023 (about 62% oil and 38% natural gas and natural gas liquids [NGLs]). In addition to its added scale, Northern is diversified in three basins, with production in the Williston (52% of first-quarter 2023 production), Permian (35%), and Marcellus (13%). S&P expects the company's production will reach 90,000 boe/d-95,000 boe/d in 2023 with total capital expenditure (capex) of $750 million-$770 million, which it will split nearly evenly between the Williston and Permian basins. In addition, Northern's total 2022 proved reserves were about 330.8 million boe (excluding reserves from the MPDC Mascot acquisition in January 2023), which represents a 15% increase relative to 2021. Future acquisitions could increase the company's leverage or weaken its liquidity. S&P said, "Given Northern's acquisitive track record and our expectation it will continue undertaking acquisitions, we believe it could fund some of these deals with debt, potentially by making a significant draw on its RBL facility. To capture this risk, we have revised our assessment of Northern's financial policy to negative from neutral." Despite the modest improvement in its scale, the company's proved developed reserves and production remain smaller than those of its higher-rated peers. In addition to the smaller scale of Northern's production and proved developed reserves relative to those of its higher-rated peers, it also only holds non-operator interests in its production, which limits its ability to control the allocation and timing of its development capital spending. While the goals of operators and non-operators are typically aligned, the operator will ultimately determine the development plan. However, this risk is partially offset by the cost savings associated with Northern's non-operator model, through lower overhead expenses, as well as the additional diversity provided by its participation in a greater number of wells. Additionally, S&P views the company's recent co-development agreement with MPDC favorably because it allows Northern to be more involved in the planning process. S&P expects the new debt issuance will improve the company's liquidity profile. S&P expects Northern will use the proceeds from the new senior unsecured notes to pay down a portion of the outstanding borrowings on its RBL, which had about $569 million of outstanding borrowings as of March 31, 2023. S&P said, "The positive outlook reflects our expectation that Northern will sustain its current production and strong credit measures, generate positive DCF, and maintain adequate liquidity. We forecast the company will maintain FFO to debt of well above 60% over the next two years and expect it will use its excess cash flow for debt reduction, shareholder rewards, and acquisitions. Additionally, we expect Northern will finance its future acquisitions in a balanced manner. "We could revise our outlook on Northern to stable if its metrics weaken such that its FFO to debt approaches 45% on a sustained basis, which would most likely occur if it undertakes a sizable debt-financed acquisition or substantially increases its shareholder rewards. "We could raise our rating on Northern if its sustains its current production levels, maintains FFO to debt of well above 60% and adequate liquidity, and generates positive DCF." ESG credit indicators: E-4, S-2, G-2 S&P said, "Environmental factors are a negative consideration in our rating analysis on Northern Oil and Gas Inc. because the E&P industry is contending with the accelerating energy transition and adoption of renewable energy sources. We believe falling demand for fossil fuels will lead to declining profitability and returns for the industry as it fights to retain and regain investors that seek higher-return investments. Given its non-operator status, Northern has less control over its internal emissions selections but looks for operators that have high standards for environmental and safety procedures. It is also focused on improving the percentage capture of its gas, targeting 94% in the Williston Basin." NOVABAY PHARMACEUTICALS: Closes $3M in Private Placement Financing ------------------------------------------------------------------ NovaBay Pharmaceuticals, Inc. announced it entered into a Securities Purchase Agreement with existing accredited institutional investors, relating to a private placement transaction to issue and sell (i) $3.3 million aggregate principal amount of original issue discount senior secured convertible debentures due 18 months from the date of issuance, (ii) new long-term Series B-1 warrants to purchase Company common stock, par value $0.01 per share, and (iii) new short-term Series B-2 warrants to purchase Common Stock. In connection with the Private Placement, Common Stock purchase warrants that the Company previously issued to the Purchasers and to certain existing investors in prior private placements and warrant reprice transactions were amended pursuant to the terms of the Warrant Amendment Agreements, which lowered the exercise price of such warrants from $6.30 to $1.50 per share. The Private Placement closed on May 1, 2023, for aggregate gross proceeds of approximately $3.0 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes, and has agreed not to use such proceeds for the satisfaction of any portion of the Company's debt (other than payment of trade payables in the ordinary course of the Company's business and prior practices, or payments made on the Debentures), for the redemption of any Common Stock, for the settlement of any outstanding litigation, or in violation of the Foreign Corrupt Practices Act of 1977, as amended, or the regulations promulgated by the Office of Foreign Assets Control of the U.S. Treasury Department. About Novabay Headquartered in Emeryville, California, NovaBay Pharmaceuticals, Inc. -- http://www.novabay.com-- develops and sells scientifically created and clinically proven eyecare and skincare products. NovaBay's leading product, Avenova Antimicrobial Lid & Lash Solution, is often prescribed by eyecare professionals for blepharitis and dry-eye disease and is also available directly to eyecare consumers through online distribution channels such as Amazon. DERMAdoctor offers more than 30 OTC dermatologist-developed skincare products through the DERMAdoctor website, well-known traditional and digital beauty retailers, and international distributors. NovaBay also manufactures and sells effective, yet gentle and non-irritating wound care products. Novabay reported a net loss of $10.61 million for the year ended Dec. 31, 2022, a net loss and comprehensive loss of $5.82 million for the year ended Dec. 31, 2021, a net loss and comprehensive loss of $11.04 million for the year ended Dec. 31, 2020, a net loss and comprehensive loss of $9.66 million for the year ended Dec. 31, 2019, and a net loss and comprehensive loss of $6.54 million for the year ended Dec. 31, 2018. San Francisco California-based WithumSmith+Brown, PC, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has a history of recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. NXT ENERGY: Delays Annual Report on Form 20-F Over Staffing Issues ------------------------------------------------------------------ NXT Energy Solutions Inc. said via Form 12b-25 filed with the Securities and Exchange Commission it was unable to complete the required compilation, dissemination, and review of all information required for filing its Form 20-F Annual Report for the year ended Dec. 31, 2022 within the prescribed time period without undue hardship and expense because the Company is short-staffed due to financial constraints. It is anticipated that the Form 20-F Annual Report, along with the audited financial statements, will be filed on or before the 15th calendar day following the prescribed due date of the Company's Form 20-F. About NXT Energy NXT Energy Solutions Inc. is a Calgary-based technology company whose proprietary SFD survey system utilizes quantum-scale sensors to detect gravity field perturbations in an airborne survey method which can be used both onshore and offshore to remotely identify areas with exploration potential for traps and reservoirs. The SFD survey system enables the Company's clients to focus their hydrocarbon exploration decisions concerning land commitments, data acquisition expenditures and prospect prioritization on areas with the greatest potential. SFD is environmentally friendly and unaffected by ground security issues or difficult terrain and is the registered trademark of NXT Energy Solutions Inc. NXT Energy Solutions provides its clients with an effective and reliable method to reduce time, costs, and risks related to exploration. NXT Energy reported a net loss and comprehensive loss of C$3.12 million for the year ended Dec. 31, 2021, compared to a net loss and comprehensive loss of $6.03 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had C$17.96 million in total assets, C$3.35 million in total liabilities, and C$14.61 million in shareholders' equity. Calgary, Canada-based KPMG LLP, the Company's auditor since 2006, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company's current and forecasted cash and cash equivalents and short-term investments position are not expected to be sufficient to meet its obligations that raises substantial doubt about its ability to continue as a going concern. PACWEST BANCORP: Fitch Puts 'BB+' Rating on Watch Negative ---------------------------------------------------------- Fitch Ratings has placed the ratings of PacWest Bancorp (PACW) and its subsidiary bank Pacific Western Bank on Rating Watch Negative (RWN). KEY RATING DRIVERS On May 4, 2023, PACW issued a press release indicating that it was reviewing strategic options for the company, including discussions with potential investors and partners. The rating action is therefore driven by the impact of a potential transaction and the uncertainty regarding the bank's strategic direction, which could have negative impacts on the company's credit profile. Today's action does not reflect a material change in Fitch's view of the company's fundamental credit profile since its April 14, 2023 downgrade, but acknowledges that recent events and a potential transaction may impact the company's credit ratings. Through May 2, 2023, deposits have remained in line with balances at 1Q23, with the percentage of insured deposits improving to 75% and the cash and available liquidity coverage of uninsured deposits at 188%. In addition, the bank continues to pay down more expensive borrowings with excess liquidity. Despite this, Fitch acknowledges that PACW's earnings profile reflects headwinds related to a shift in the funding profile to costlier wholesale borrowings as a result of the deposit attrition reported through March 31, 2023. A Negative Watch indicates that there is a heightened probability of negative rating action over the near-term. Fitch will monitor the company's progress in repaying wholesale borrowings, changes to its strategic direction, assessing any impairments to its franchise, and ability to attract core deposits in resolving its rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - PACW's ratings remain sensitive to signs of continued pressure on the bank's liquidity, and access to wholesale funding and capital markets. Additionally, an inability to rebuild deposit balances over time, could evidence a weaker franchise, earnings capacity and diminished business profile, which could negatively impact ratings. A CET1 ratio managed below 8%, or a deterioration in asset quality relative to peers, could also result in negative rating action. Sustained weaker earnings below current benchmark levels or evidence of diminished expected earnings below current benchmark levels, could also lead to negative rating action. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A return to Stable Rating Outlook is subject to Fitch's view that PACWs funding profile and financial performance have stabilized and reflect the ability to restore profitability to levels in line with its current rating. - Sustained growth in core deposits with corresponding reduction in the bank's loan-to-deposit ratio below 90%, along with a reduction in wholesale funding below 20% and a more normal liquidity environment could also support positive rating actions including the removal of the Rating Watch. - An acquisition of PACW by a more highly rated entity, which included the assumption all outstanding debt obligations could result in a ratings upgrade. Among possible strategic options, a meaningful capital injection could stabilize the bank's funding and provide a reasonable runway to restructure its balance sheet. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Prior ----------- ------ ----- PacWest Bancorp LT IDR BB+ Rating Watch On BB+ ST IDR B Rating Watch On B Viability bb+ Rating Watch On bb+ Government Support ns Affirmed ns Subordinated LT BB Rating Watch On BB preferred LT B Rating Watch On B Pacific Western Bank LT IDR BB+ Rating Watch On BB+ ST IDR B Rating Watch On B Viability bb+ Rating Watch On bb+ Government Support ns Affirmed ns subordinated LT BB Rating Watch On BB long-term deposits LT BBB- Rating Watch On BBB- short-term deposits ST B Rating Watch On B PANEVAS LLC: Seeks to Hire Anthony & Partners as Legal Counsel -------------------------------------------------------------- Panevas LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Anthony & Partners, LLC to handle its Chapter 11 case. The hourly rates of Anthony & Partners' personnel are: John A. Anthony, Senior Partner $515 Stephenie Biernacki Anthony, Senior Partner $450 Cameryn R. Lackey, Associate Attorney $185 Catherine Gay, Paralegal $115 Lori Wright, Paralegal $115 Anna Dzouenko, Paralegal $105 The Debtor paid a retainer of $36,000 to Anthony & Partners as a pre-bankruptcy retainer. As disclosed in court filings, Anthony & Partners is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Stephenie Biernacki Anthony, Esq. Anthony & Partners, LLC 100 S. Ashley Drive, Suite 1600 Tampa, FL 33602 Tel: 813-273-5616 Email: santhony@anthonyandpartners.com About Panevas LLC Panevas, LLC, a company in Tampa, Fla., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01589) on April 21, 2023, with $1,011,963 in assets and $2,613,430 in liabilities. Panayiotis Vasiloudes, manager, signed the petition. Stephenie Biernacki Anthony, Esq., at Anthony & Partners, LLC represents the Debtor as counsel. PANOS FITNESS: Court OKs Interim Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of New York authorized Panos Fitness, LLC to use cash collateral on an interim basis in accordance with the budget, effective April 27, 2023. The Debtor is permitted to use cash collateral to pay only (i) reasonable and necessary expenses to be incurred in the ordinary course in connection with the operation of its business and in accordance with the 13-week cash flow projection, (ii) administrative expenses incurred in connection with the Subchapter V Case, and (iii) other payments as may be authorized by separate Court order. The Debtor's cumulative cash disbursements will not be more than 10% of the projected amount set forth in the Cash Flow Projection. As adequate protection for the use of cash collateral, Firestone Financial, LLC will receive, to the extent of any diminution in the value of its interest in the Prepetition Collateral and, effective as of the Petition Date, perfected replacement security interests in, and valid, binding, enforceable and perfected liens or mortgages, on all of the Debtor's Postpetition Collateral to the same extent of its prepetition liens. As additional adequate protection for the use of cash collateral, Firestone will receive monthly payments in the amount of $2,500 each commencing during the first week of May, 2023. These events constitute an "Event of Default": a. The abrogation or modification of the Order either by appeal or otherwise; b. The entry of an order appointing a Chapter 11 Trustee or examiner for Debtor and/or the property of the Debtor; c. The entry of an order converting Debtor's Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code; and d. The Debtor's breach of any of the terms and conditions of the Order, including by not limited to, any failure to make Firestone Adequate Protection Payments when and as due. A third interim hearing on the matter is set for June 15, 2023 at 11:30 a.m. A copy of the Court's order is available at https://bit.ly/42cFEYm from PacerMonitor.com. A copy of the budget is available at https://bit.ly/44N8Gj0 from PacerMonitor.com. The Debtor projects total disbursements, on a weekly basis, as follows: $38,388 for the week ending May 5, 2023; $6,575 for the week ending May 12, 2023; $16,00 for the week ending May 19, 2023; and $500 for the week ending May 26, 2023. About Panos Fitness, LLC Panos Fitness, LLC operates physical fitness facilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-30184) on March 29, 2023. In the petition signed by Dean S. Panos, managing member, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Wendy A. Kinsella oversees the case. Stephen A. Donato, Esq., at Bond, Schoeneck & King, PLLC, represents the Debtor as legal counsel. PARAMOUNT RESTYLING: Taps Levene as Bankruptcy Counsel ------------------------------------------------------ Paramount Restyling Automotive, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Levene, Neale, Bender, Yoo & Golubchik, LLP as its bankruptcy counsel. The Debtor requires legal counsel to: (a) give advice with respect to bankruptcy requirements and other applicable requirements; (b) advise the Debtor with regard to certain rights and remedies of its bankruptcy estate and the rights, claims and interests of creditors; (c) represent the Debtor in any proceeding or hearing in the bankruptcy court involving its estate; (d) conduct examinations of witnesses, claimants or adverse parties and represent the Debtor in any adversary proceeding; (e) prepare and assist the Debtor in the preparation of reports, applications, pleadings and orders; (f) represent the Debtor with regard to obtaining use of debtor-in-possession financing or cash collateral; (g) assist the Debtor in any asset sale process; (h) assist the Debtor in the negotiation, formulation, preparation and confirmation of a plan of reorganization and the preparation and approval of a disclosure statement; and (i) perform any other services as may be required in the Debtor's Chapter 11 case. The firm's hourly rates are as follows: Attorneys $450 to $690 Paraprofessionals $295 In addition, the firm will seek reimbursement for expenses incurred. The retainer fee is $60,000. David Golubchik, Esq., a partner at Levene, Neale, Bender, Yoo & Brill, 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. Golubchik, Esq. Levene, Neale, Bender, Yoo & Brill, LLP 10250 Constellation Blvd., Ste. 1700 Los Angeles, CA 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 Email: dbg@lnbyb.com About Paramount Restyling Automotive Paramount Restyling Automotive, Inc. is a manufacturer of automotive parts, accessories and tires in Rancho Cucamonga, Calif. Paramount Restyling Automotive sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10069) on Jan. 9, 2023, with as much as $10 million in both assets and liabilities. Samson Yang, vice president and authorized signatory, signed the petition. Judge Wayne Johnson oversees the case. David L. Neale, Esq., at Levene, Neale, Bender, Yoo & Golubchik, LLP, represents the Debtor as legal counsel. PAVERS INC: Court Approves $1.075-Mil. Sale of 3 Salina Properties ------------------------------------------------------------------ Judge Dale L. Somers of the U.S. Bankruptcy Court for the District of Kansas authorized Pavers Inc. to sell the following, free and clear of liens: a) the Farm, commonly known as 1401 N. Simpson Road, Salina, KS, and the improvements thereon to Michael G. Money, as Trustee of the Michael G. Money Living Trust, or his assignee, for $500,000; b) the North Street Lot, commonly known as 00000 E. North Street, Salina, KS, and the improvements thereon to Hoff's Machine and Welding, Inc., or its assignee, for $125,000; and c) the Quonset Building, commonly known as 908 North Street, Salina, KS, and the improvements thereon to Charles R. Henry and Janine L. Henry, as Trustees of the Charles R. Henry Trust, dated March 14, 2005, and Charles R. Henry and Janine L. Henry, as Trustees of the Janine L. Henry Trust, dated March 14, 2005, or their assignee (collectively "Henry Trusts"), for the sum of $450,000. The Real Estate Purchase Agreements are approved. The following creditors may hold interests in the Property, which will be eliminated by the Order upon the closing of the Sale, to-wit: Saline County, The Plains State Bank, dba Bank IV a division of The Plains State Bank ("PSB"), Westfield Insurance Co., the U.S. Small Business Administration, Concrete Supply of Topeka, LLC, dba Builders Choice Concrete Co., Carter-Waters, LLC, West Bend Mutual Insurance Co., Fremar Corp., Rusty A. Leister, Perry Fulsom Construction, GCNA, Kansas Department of Revenue, and Kansas Department of Labor. The Debtor is authorized to sell the Properties on the terms and conditions set forth in the Agreements and in the Order. The Sale proceeds from each respective Property will be first applied to all costs of sale attributable to the applicable Property. Such costs may include transfer or sales taxes arising from the Sale, title and document fees, recording costs, and any other customary costs of sale. There are no marketing fees or broker commissions arising from the Sale. The sale proceeds from the Property will be second applied to retire the secured claim of Saline County, Kansas, as applicable, on account of real property taxes then accrued for the applicable Property being sold, including a pro rata portion of such taxes as have accumulated through the closing of the Sale. The sale proceeds will be third paid to the Debtor in an amount sufficient to leave a $50,000 balance in the Debtor's DIP account held by PSB and used by the Debtor as detailed in the Debtor's Budget attached to the Agreed Order Resolving Objections to Chapter 11 Plan. Such deposit will remain subject to PSB's lien against the DIP account, the funds therein, and the original sources of those funds. All remaining proceeds then be paid to PSB in partial satisfaction of its claims, and subject to all of the terms and conditions set forth in the Plan and the Plan Confirmation Order. The Properties will be sold free and clear of all liens, encumbrances, easements, and restrictions of record, except those highlighted in yellow on the Commitments for Title Insurance, which will not be eliminated by the Sale. All requirements or exceptions set forth on the Title Reports, Schedules B-I and B-II, which are not highlighted in yellow, including all other liens, mortgages, leases, servitudes, or encumbrances, will be eliminated by the Sales and the Order. The respective Buyer will pay all costs of any lender's policy of title insurance, surveys performed, or other due diligence related to the respective Property. The Buyers and the Debtor will split all respective Buyers' policies of title insurance, escrow fees, and closing costs equally. The Debtor will pay the cost of all curative recording documents or documents related to this bankruptcy proceeding, with the respective Buyer to pay the costs of recording of any deed and mortgage on the respective Property. The Debtor will pay all 2022 and prior year real property taxes associated with the respective Property as noted out of the proceeds of the respective Sale, with the 2023 taxes to be divided between the Debtor and the respective Buyer on a pro rata basis. The Buyers will not acquire any personal or other property of the Debtor other than the respective Property. The foregoing notwithstanding, the Buyer will acquire all improvements and fixtures located on the respective Property, if any. The Sales of the Properties are in accordance with the Debtor's confirmed Plan. About Pavers Inc. Pavers Inc. provides design and installation of pavers, retaining walls, water features and outdoor living areas. Pavers Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 22-40463) on August 8, 2022. In the petition filed by Jeffrey B. Wilson, as president, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities between $1 million and $10 million. Kent L. Adams has been appointed as Subchapter V trustee. David T Prelle Eron, of Prelle Eron & Bailey, PA, is the Debtor's counsel. SMG Unlimited (Cherise Hughes) is the Debtor's bookkeeper and Pickel & Bruckner, LLC (Thomas E. Pickel) is the accountant. PEPPERONI GRILL: Seeks to Hire Dylan Wells as Co-Manager -------------------------------------------------------- Pepperoni Grill, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Dylan Wells as co-manager. Mr. Wells, the company owner's son, will be compensated at $950 per week for his services. These services include interviewing and employing personnel; assisting in ordering food supplies; assisting in food preparation; and coordinating with the court-approved bookkeeper and accountant in the preparation of monthly operating reports. Mr. Wells can be reached at: Dylan M. Wells 4002 MacCorkle Ave SE Charleston, WV 25304 Phone: +1 681-265-9368 About Pepperoni Grill Pepperoni Grill, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W. Va. Case No. 22-20161) on Oct. 14, 2022, with as much as $1 million in both assets and liabilities. Jo A. Roderick, sole member, signed the petition. Judge B. McKay Mignault oversees the case. The Debtor tapped Joseph W. Caldwell, Esq., as legal counsel and Michelle Steele as bookkeeper. PHOENIX BUILDING: Court OKs Cash Collateral Access Thru June 7 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Massachusetts, Eastern Division, authorized the Phoenix Building Management LLC to use cash collateral on an interim basis in accordance with the budget. As previously reported by the Troubled Company Reporter, the Debtor sought to use the cash collateral of U.S. Bank National Association, as Trustee for Velocity Commercial Capital Loan Trust 2022-4, and Amida Special Opportunity Investments, LLC. The Debtor needed to fund certain ongoing expenses, including payment to the Bank, on May 5, 2023. The Debtor has no unsecured creditors. The Debtor's only secured creditors, except for possibly the Town of Rockland for current unpaid real estate taxes, are: (1) U.S. Bank National Association, as Trustee for Velocity Commercial Capital Loan Trust 2022-4, which holds a mortgage and assignment of rents on the Property. The Debtor believes the Bank asserts it is currently owed approximately $1.62 million. The Debtor disputes this amount; and (2) Amida Special Opportunity Investments, LLC, which holds a subordinate mortgage and assignment of rents, which secure a guaranty by the Debtor of the obligations of an entity also owned by the Debtor's principal, William Barry. The Debtor does not pay Amida, which is paid by the primary obligor. The Debtor believes Amida is owed approximately $1.1 million. The debt to Amida is also collateralized by other properties, including property owned by the primary obligor. A further hearing on the matter is set for June 6 at 10:30 a.m. A copy of the order is available at https://bit.ly/41b8QNR from PacerMonitor.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. Judge Janet E. Bostwick oversees the case. David B. Madoff, Esq., at Madoff & Khoury, LLP represents the Debtor as counsel. PHOENIX BUILDING: Court OKs Cash Collateral Access Thru June 7 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Massachusetts, Eastern Division, authorized Phoenix Building Management LLC to use cash collateral on an interim basis in accordance with the budget, through June 7, 2023. The Debtor requires cash collateral access to fund certain ongoing expenses. As previously reported by the Troubled Company Reporter, the Debtor has no unsecured creditors. The Debtor's only secured creditors, except for possibly the Town of Rockland for current unpaid real estate taxes, are: (1) U.S. Bank National Association, as Trustee for Velocity Commercial Capital Loan Trust 2022-4, which holds a mortgage and assignment of rents on the Property. The Debtor believes the Bank asserts it is currently owed approximately $1.62 million. The Debtor disputes this amount; and (2) Amida Special Opportunity Investments, LLC, which holds a subordinate mortgage and assignment of rents, which secure a guaranty by the Debtor of the obligations of an entity also owned by the Debtor's principal, William Barry. The Debtor does not pay Amida, which is paid by the primary obligor. The Debtor believes Amida is owed approximately $1.1 million. The debt to Amida is also collateralized by other properties, including property owned by the primary obligor. As adequate protection to the Bank and Amida: a. The Debtor will grant to the Bank and Amida continuing replacement liens and security interests to the same validity, extent and priority that each would have had in the absence of the bankruptcy filing. b. The Debtor will remain within its Budget, within an overall margin of 10%. c. The Debtor will make monthly adequate protection payments to the Bank in the amount of $10,000, provided that application of such payments to principal, interest or otherwise will be subject to further order of the Court. A final hearing on the matter is set for June 6 at 10:30 a.m. A copy of the order is available at https://bit.ly/3B2jFXX from PacerMonitor.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. Judge Janet E. Boswick oversees the case. David B. Madoff, Esq., at Madoff & Khoury, LLP represents the Debtor as counsel. PUERTO RICO: Judge Summons PREPA Parties on Stalled Debt Talks -------------------------------------------------------------- Michelle Kaske of Bloomberg News reports that the federal judge overseeing the nearly six-year bankruptcy of Puerto Rico's electric utility ordered the parties to appear before her to explain why they've failed to restart mediation or deliver a schedule for resuming such talks. Puerto Rico’s Electric Power Authority, called PREPA, and an ad hoc group of bondholders must go before US District Court Judge Laura Taylor Swain on Monday for an urgent status conference regarding "the parties' apparent lack of meaningful engagement in the mediation process," Swain wrote in a court order Wednesday, May 3, 2023. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States. The chief of state is the President of the United States of America. The head of government is an elected Governor. There are two legislative chambers: the House of Representatives, 51 seats, and the Senate, 27 seats. The governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the son of former governor Pedro Rossello. In 2016, the U.S. Congress passed PROMESA, which, among other things, created the Financial Oversight and Management Board and imposed an automatic stay on creditor lawsuits against the government, which expired May 1, 2017. The members of the oversight board are: (i) Andrew G. Biggs, (ii) Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J. Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii) David A. Skeel Jr. On May 3, 2017, the Commonwealth of Puerto Rico filed a petition for relief under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The case is pending in the United States District Court for the District of Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's PROMESA petition is available at http://bankrupt.com/misc/17-01578-00001.pdf On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation (COFINA) commenced a case under Title III of PROMESA (D.P.R. Case No. 17-01599). Joint administration has been sought for the Title III cases. On May 21, 2017, two more agencies -- Employees Retirement System of the Government of the Commonwealth of Puerto Rico and Puerto Rico Highways and Transportation Authority (Case Nos. 17-01685 and 17-01686) -- commenced Title III cases. U.S. Chief Justice John Roberts named U.S. District Judge Laura Taylor Swain to preside over the Title III cases. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq., at O'Neill & Borges LLC are onboard as attorneys. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at: https://cases.primeclerk.com/puertorico Jones Day is serving as counsel to certain ERS bondholders. Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General Obligation Bondholders. PURDUE PHARMA: Asks Court Okay for Up to $6.7M Executive Bonuses ---------------------------------------------------------------- James Nani of Bloomberg Law reports that Purdue Pharma LP has asked a bankruptcy judge to approve bonuses for its top three executives worth up to $6.7 million, including up to $2.9 million for its CEO Craig Landau. The OxyContin maker's proposed incentive plans for the executives would pay them between $5.2 million to $6.7 million if they meet certain goals, Purdue said in a motion filed late Tuesday, May 2, 2023, in the US Bankruptcy Court for the Southern District of New York. The proposed 2023 KEIP would apply to (i) the Debtors' president and chief executive officer (the "CEO"); (ii) the Debtors' new chief financial officer (the "CFO") and (iii) the Debtors' executive vice president, general counsel and secretary. The 2023 KEIP Participants will not be eligible to participate in the proposed 2023 KERP (including the 2023 Targeted Retention Awards), and the purpose of the proposed 2023 KEIP is to incentivize the 2023 KEIP Participants and drive results for the benefit of the estates. "The expertise, skills and institutional knowledge of the 2023 KEIP Participants is essential to continuing to guide the Debtors through their novel restructuring and maximizing the value of the Debtors' estates. The 2023 KEIP Participants perform essential functions for the Debtors, including providing critical management and legal services, and are responsible for helping determine the Debtors' strategic plan and facilitating the achievement of the Debtors' goals. Their workloads are anticipated to be high, both as a result of the prolongation of these Chapter 11 Cases and cumulative attrition throughout the Company. Moreover, their leadership will be particularly critical this year in supporting employee morale: the Company and its employees continue a prolonged wait for emergence from bankruptcy and face the recent adverse developments in the Patent Litigation," the Debtors said in court filings. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as legal counsels; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk, LLC, is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. * * * U.S. Bankruptcy Judge Robert Drain in early September 2021 approved a plan to turn Purdue into a new company (Knoa Pharma LLC) no longer owned by members of the Sackler family, with its profits going to fight the opioid epidemic. The Sackler family agreed to pay $4.3 billion over nine years to the states and private plaintiffs and in exchange for a lifetime legal immunity. The deal resolves some 3,000 lawsuits filed by state and local governments, Native American tribes, unions, hospitals and others who claimed the company's marketing of prescription opioids helped spark and continue an overdose epidemic. Separate appeals to approval of the Plan have already been filed by the U.S. Bankruptcy Trustee, California, Connecticut, the District of Columbia, Maryland, Rhode Island and Washington state, plus some Canadian local governments and other Canadian entities. In early March 2022, Purdue Pharma reached a nationwide settlement over its role in the opioid crisis, with the Sackler family members boosting their cash contribution to as much as $6 billion. The settlement was hammered out with attorneys general from the eight states -- California, Connecticut, Delaware, Maryland, Oregon, Rhode Island, Vermont and Washington -- and D.C. who had opposed the previous settlement. RAINMAKER HEALTH: Court OKs Cash Collateral Access Thru May 17 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized Rainmaker Health Solutions, Inc., d/b/a Pearl Vision, to use the cash collateral of The Huntington National Bank and, to the extent necessary, Leaf Capital Funding, LLC, on an interim basis through May 17, 2023. The Debtor requires the use of cash collateral to successfully reorganize. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the United States Trustee for quarterly fees; (b) the current and necessary expenses set forth in the budget; and (c) the additional amounts as may be expressly approved in writing by Creditor within 48 hours of the Debtor's request. As previously reported by the Troubled Company Reporter, as of the Petition Date, the Debtor has $19,762 of cash in deposit accounts and is owed $17,414 in accounts receivable. The Debtor's other personal property -- consisting of inventory, office furniture, fixtures and optical equipment -- is valued at $131,495. The Debtor's earnings going forward may arguably be subject to creditors' alleged liens, and to the extent the future earnings may be deemed to be cash collateral, the Debtor seeks authority to use same. On May 29 and June 1, 2020, Huntington filed a UCC Statement against the Debtor's assets on account of a U.S. Small Business Administration loan. On June 5, 2022, Huntington filed another UCC Statement against the Debtor's assets. The Debtor owes Huntington $528,107. However, according to the Debtor, Huntington does not have a deposit control agreement with the Debtor or the Debtor's bank, and therefore its lien on the Debtor's deposit accounts is unenforceable. The Debtor believes the property against which Huntington holds a valid lien consists of $17,414 in accounts receivable; and other personal property valued at $131,495, for a total aggregate value of $148,909 of personal property that is subject to Huntington's liens. On March 25, 2022, a UCC Statement was filed by Leaf Capital against "Topcon Healthcare Optical Equipment in addition, the collateral also shall include all parts, accessories, accessions and attachments thereto, and all repayments, substitutions and exchanges (including trade-ins)." The Debtor owes Leaf Capital $40,390. The Debtor believes Leaf Capital holds a valid lien on equipment valued at $41,635; and, arguably, perhaps also on the proceeds therefrom. The Court said Huntington and Leaf Capital will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the pre-petition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor must maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with Secured Creditors. A continued preliminary hearing on this matter will be held on May 17, 2023, at 10:30 a.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/412hpL2 from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $29,233 for May 2023; $29,733 for June 2023; and $30,233 for July 2023. About Rainmaker Health Solutions, Inc. Rainmaker Health Solutions, Inc. operates a Pearle Vision franchise located at 11024 W. Colonial Drive, Ocoee, FL 34761, providing services ranging from comprehensive eye care to fitting prescription eyeglasses, sunglasses, and contact lenses. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00447) on February 6, 2023. In the petition signed by Kim Dawson, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Tiffany P. Geyer oversees the case. Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, represents the Debtor as legal counsel. REMARK HOLDINGS: Receives Noncompliance Notice From Nasdaq ---------------------------------------------------------- Remark Holdings, Inc. received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC, notifying the Company that, pursuant to Nasdaq Listing Rule 5550(b)(3), the Company is required to maintain a minimum of $500,000 in net income from continuing operations in the most recently completed fiscal year, or two of the last three fiscal years. Since the Company's Form 10-K for the period ended Dec. 31, 2022 reported net loss from continuing operations, and as of April 25, 2023, the Company did not meet the alternative continued listing standards under Nasdaq Listing Rule 5550(b) of a minimum stockholders' equity of $2.5 million or minimum market value of listed securities of $35 million, the Company no longer complies with the Continued Listing Standards. In accordance with Nasdaq Listing Rule 5810(c)(2)(A), the Company has 45 calendar days, or until June 12, 2023, to submit a plan to regain compliance with the Continued Listing Standards. If Nasdaq accepts the Company's plan, they can grant the Company an extension of up to 180 calendar days from April 27, 2023 to evidence compliance. If Nasdaq does not accept the Company's plan, the Company can appeal such decision to the Nasdaq Hearings Panel. The Company's common stock will continue to be listed and traded on the Nasdaq Capital Market during the Cure Period, subject to its compliance with the other continued listing requirements of the Nasdaq Capital Market. About Remark Holdings Remark Holdings, Inc. (NASDAQ: MARK) -- http://www.remarkholdings.com-- delivers an integrated suite of AI solutions that help organizations monitor, understand, and act on threats in real-time. Remark consists of an international team of sector-experienced professionals that have created video analytics. The Company's GDPR-compliant and CCPA-compliant solutions focus on market sectors including retail, federal and state governmental entities, public safety, hospitality, and transportation. The company's headquarters are in Las Vegas, Nevada, USA, with operational offices in New York and international offices in London, England. Los Angeles, California-based Weinberg & Company, P.A., the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities and has a negative working capital and a stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. REMODEL 615: Taps Bradley as Special Construction Counsel --------------------------------------------------------- Remodel 615, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Bradley Arant Boult Cummings, LLP. The Debtor requires a special construction counsel to recover balances owed on multiple projects; mitigate losses; and defend against claims for alleged issues with work performed. Mason Rollins, Esq., an associate attorney who will perform the majority of the services, has a rate of $300 per hour. As disclosed in court filings, Bradley neither represents nor holds any interest adverse to the Debtor or to the estate with respect to the matter on which it is to be employed. The firm can be reached through: Mason Rollins, Esq. Bradley Arant Boult Cummings, LLP One Federal Place 1819 5th Avenue N Birmingham, AL 35203 Phone: 205-521-8157 Fax: 205-521-8800 Email: mrollins@bradley.com About Remodel 615 Remodel 615, LLC, a company in Murfreesboro, Tenn., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-00435) on February 6, 2023. In the petition signed by Robert Adam Baughman, sales and marketing director and co-owner, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Randal S. Mashburn oversees the case. The Debtor tapped Michael G. Abelow, Esq., at Sherrard Roe Voigt & Harbison, PLC as bankruptcy counsel; Bradley Arant Boult Cummings, LLP as special construction counsel; and Moglia Advisors as financial advisor. REPLICEL LIFE: Incurs C$743K Net Loss in 2022 --------------------------------------------- RepliCel Life Sciences Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 20-F disclosing a net and comprehensive loss of C$743,228 on C$353,735 of revenue for the year ended Dec. 31, 2022, compared to a net and comprehensive loss of $4.07 million on $353,735 of revenue for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had C$798,218 in total assets, C$6.71 million in total liabilities, and a total shareholders' deficiency of C$5.91 million. Vancouver, Canada-based Mao & Ying LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated May 1, 2023, citing that the Company has accumulated losses of $42,974,870 since its inception and incurred a loss of $743,288 during the year ended Dec. 31, 2022. These events or conditions, along with other matters, indicate that a material uncertainty exists that may cast substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 20-F is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1205059/000106299323009854/form20f.htm About Replicel RepliCel Life Sciences Inc. is a regenerative medicine company focused on developing autologous cell therapies that treat functional cellular deficits. The diseases currently being addressed are chronic tendinosis, skin aging, and androgenetic alopecia (pattern baldness). RICH'S DELICATESSEN: Court OKs Cash Collateral Access Thru June 7 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Rich's Delicatessen and Liquors, Inc. to use cash collateral on an interim basis under the same terms and conditions as set forth in the previous order. The Debtor is permitted to use funds in its checking accounts as well as the payroll account to pay actual, ordinary course of business, subject to the budget. The terms of the order will expire on June 7, 2023 at 5 p.m. A continued hearing on the matter is set for June 6 at 1:30 p.m. A copy of the order is available at https://bit.ly/3VHqjN6 from PacerMonitor.com. About Rich's Delicatessen and Liquors, Inc. Rich's Delicatessen and Liquors, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-13693) on November 28, 2022. In the petition signed by Izabela Machnicki, secretary-vice president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Jacqueline Cox oversees the case. David Herzog, Esq., at David Herzo Law, is the Debtor's legal counsel. ROMAN CATHOLIC BISHOP: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: The Roman Catholic Bishop of Oakland 2121 Harrison Street, Suite 100 Oakland CA 94612 Business Description: The Debtor is a tax-exempt religious organization. Chapter 11 Petition Date: May 8, 2023 Court: United States Bankruptcy Court Northern District of California Case No.: 23-40523 Judge: Hon. William J. Lafferty Debtor's General Bankruptcy Counsel: Thomas F. Carlucci, Esq. FOLEY & LARDNER LLP 555 California Street, Suite 1700 San Francisco, CA 94104-1520 Tel: 415-984-9824 Email: tcarlucci@foley.com Debtor's Financial Officer: ALVAREZ & MARSAL NORTH AMERICA, LLC Debtor's Notice & Claims Agent: KURTZMAN CARSON CONSULTANTS LLC Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petition was signed by Bishop Michael Charles Barber, Bishop of Oakland. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4OSJALA/The_Roman_Catholic_Bishop_of_Oakland__canbke-23-40523__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Michael Reck Jeff Anderson & Associates 12011 San Vicente Blvd. Suite 700 Los Angeles, CA 90049 Telephone 310-357-2425 Email mreck@andersonadvocates.com 2. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Michael Reck Jeff Anderson & Associates 12011 San Vicente Blvd. Suite 700 Los Angeles, CA 90049 Tel: 310-357-2425 Email: mreck@andersonadvocates.com 3. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Michael Reck Jeff Anderson & Associates 12011 San Vicente Blvd. Suite 700 Los Angeles, CA 90049 Tel: 310-357-2425 Email: mreck@andersonadvocates.com 4. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Michael Reck Jeff Anderson & Associates 12011 San Vicente Blvd. Suite 700 Los Angeles, CA 90049 Tel: 310-357-2425 Email: mreck@andersonadvocates.com 5. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Joseph George Joseph George Jr. Law Corporation 601 University Avenue Suite 270 Sacramento, CA 95825 Tel: 916-641-7300 Email: mailbox@psyclaw.com 6. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Joseph George Joseph George Jr. Law Corporation 601 University Avenue Suite 270 Sacramento, CA 95825 Tel: 916-641-7300 Email: mailbox@psyclaw.com 7. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Joseph George Joseph George Jr. Law Corporation 601 University Avenue Suite 270 Sacramento, CA 95825 Tel: 916-641-7300 Email: mailbox@psyclaw.com 8. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Joseph George Joseph George Jr. Law Corporation 601 University Avenue Suite 270 Sacramento, CA 95825 Tel: 916-641-7300 Email: mailbox@psyclaw.com 9. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Furtado, Jaspovice & Simons Rick Simons 6589 Bellhurst Lane Castro Valley, CA 94552 Tel: 510-917-2169 Email: Rick@fjslaw.com 10. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Furtado, Jaspovice & Simons Rick Simons 6589 Bellhurst Lane Castro Valley, CA 94552 Tel: 510-917-2169 Email: Rick@fjslaw.com 11. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Erika Scott Winer, Burritt & Scott, LLP 1901 Harrison Street Suite 1100 Oakland, CA 94612 Tel: 510-433-1000 Email: erika@wmlawyers.com 12. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Erika Scott Winer, Burritt & Scott, LLP 1901 Harrison Street Suite 1100 Oakland, CA 94612 Tel: 510-433-1000 Email: erika@wmlawyers.com 13. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Meghan McCormick Boucher LLP 21600 Oxnard Street Suite 600 Woodland Hills, CA 91367 Tel: 818-340-5400 Email: mccormick@boucher.la 14. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Meghan McCormick Boucher LLP 21600 Oxnard Street Suite 600 Woodland Hills, CA 91367 Tel: 818-340-5400 Email: mccormick@boucher.l 15. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Greg Garcia Herman Law 9434 Deschutes Road Suite 1000 Palo Cedro, CA 96073 Tel: 305-931-2200 Email: ggarcia@hermanlaw.com 16. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Greg Garcia Herman Law 9434 Deschutes Road Suite 1000 Palo Cedro, CA 96073 Tel: 305-931-2200 Email: ggarcia@hermanlaw.com 17. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Courtney Kiehl Paul Mones P.C. 13101 Washington Blvd.; St 128 Los Angeles CA 90066 Tel: 310 566-7418 Email: Courtney@paulmones.com 18. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Courtney Kiehl Paul Mones P.C. 13101 Washington Blvd.; St 128 Los Angeles CA 90066 Tel: 310 566-7418 Email: Courtney@paulmones.co 19. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Spencer Lucas Panish Shea Boyle Ravipudi LLP 11111 Santa Monica Boulevard Suite 700 Los Angeles, CA 90025 Tel: 310-477-1700 Email: slucas@psbr.law 20. Doe Claimant Tort Claimant Undetermined Tort claimant's name to be filed under seal, after appropriate motion and order of the Bankruptcy Court c/o Spencer Lucas Panish Shea Boyle Ravipudi LLP 11111 Santa Monica Boulevard Suite 700 Los Angeles, CA 90025 Tel: 310-477-1700 Email: slucas@psbr.law Undetermined amount, but solely for purposes of this list, each unsecured claim listed is estimated to be in excess of any non-tort claimant unsecured creditor. ROMANS HOUSE: Trustee Taps Kelly Hart & Hallman as Legal Counsel ---------------------------------------------------------------- Carey Ebert, the Chapter 11 trustee for Romans House, LLC and Healthcore System Management, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Kelly Hart & Hallman, LLP as her counsel. The firm's services include: (a) advising the trustee with respect to her rights and obligations regarding matters of bankruptcy law and other applicable statutory, common law and regulatory schemes; (b) preparing and filing legal papers; (c) taking all necessary actions to protect and preserve the estate, including the prosecution of actions, the defense of any actions, the negotiation of disputes to which the trustee is involved, and the preparation of objections to claims filed against the estate; (d) performing all other legal services that may be necessary or appropriate in the administration of the Debtors' Chapter 11 cases; and (e) any other matter that may arise in connection with the Debtors' business operations but not tax or securities matters unless specifically requested and agreed to in writing. The firm will be paid at these rates: Nancy Ribaudo $550 per hour Katherine Hopkins $510 per hour Joseph Austin $350 per hour As disclosed in court filings, Kelly is neither an equity security holder nor insider of the Debtors. The firm can be reached through: Nancy Ribaudo, Esq. Katherine Hopkins, Esq. Kelly Hart & Hallman, LLP 201 Main Street, Suite 2500 Fort Worth, TX 76102 Telephone (817) 878-9377 Facsimile (817) 878-9280 Email: Nancy.Ribaudo@kellyhart.com Email: Katherine.Hopkins@kellyhart.com About Romans House Based in Forth Worth, Texas, Romans House, LLC operates Tandy Village Assisted Living, a continuing care retirement community and assisted living facility for the elderly in Fort Worth, Texas. Its affiliate, Healthcore System Management, LLC, operates Vincent Victoria Village Assisted Living, also an assisted living facility for the elderly. Romans House and Healthcore System Management sought Chapter 11 protection (Bankr. N.D. of Texas Case No. 19-45023 and 19-45024) on Dec. 9, 2019. At the time of the filing, Romans House had between $1 million and $10 million in both assets and liabilities. Meanwhile, Healthcore System Management disclosed total assets of up to $10 million and total liabilities of up to $50 million. The Hon. Edward L. Morris is the case judge. Demarco Mitchell, PLLC and Levene, Neale, Bender, Yoo & Brill, LLP serve as the Debtors' legal counsels. Carey D. Ebert is the Chapter 11 trustee appointed in the Debtors' bankruptcy cases. The trustee is represented by Kelly Hart & Hallman, LLP. SAM'S PLACE: Seeks to Hire Cunningham as Legal Counsel ------------------------------------------------------ Sam's Place Lottery & Tobacco, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire Cunningham, Chernicoff & Warshawsky, P.C. to handle its Chapter 11 case. The firm will charge these hourly fees: Robert E. Chernicoff $450 Partners $400 to $450 Associate Attorneys $225 to $350 Paralegals $100 to $150 As disclosed in court filings, Cunningham, Chernicoff & Warshawsky has no connection with the Debtor or its creditors. The firm can be reached through: Robert E. Chernicoff, Esq. Cunningham, Chernicoff & Warshawsky , P.C. 320 N 2nd St Harrisburg, PA 17110 Phone: +1 717-260-3527 Fax: 717-238-4809 About Sam's Place Lottery & Tobacco Sam's Place Lottery & Tobacco, Inc. operates retail tobacco, lottery and convenience stores. The company is based in Halifax, Pa. Sam's Place Lottery & Tobacco sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 23-00874) on April 20, 2023, with up to $10 million in both assets and liabilities. Michael A. Somers, president of Sam's Place Lottery & Tobacco, signed the petition. Judge Henry W. Van Eck oversees the case. Robert E. Chernicoff, Esq., at Cunningham, Chernicoff and Warshawsky PC, represents the Debtor as legal counsel. SERENITY HOMES: Court Approves $159K Sale of Franklin Property -------------------------------------------------------------- Judge Charles M. Walker of the U.S. Bankruptcy Court for the Middle District of Tennessee authorized Serenity Homes of TN, LLC's sale of interest in the real estate located at 8589 Scotssville Road, in Franklin, Kentucky, for $159,000. The resulting proceeds from the sale of the Property will be used to satisfy the lien held by William Ira Wood, IV, as well as any costs associated with the sale, including but not limited to, commissions, outstanding real taxes, and customary pro-rations. Then, the remaining net proceeds will be remitted to the Debtor and placed into the DIP's account for application or further use in the Chapter 11 case or the administration thereof. Upon receipt of the closing proceeds in conformity with the foregoing, Wood will release the Deed of Trust encumbering the Property. Within seven days following the sale, the Debtor will file a Statement of Sale with the Court to indicate that Wood's claim has been fully satisfied with proceeds from closing on the sale of the Property. About Serenity Homes of TN Serenity Homes of TN, LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-01049) on March 23, 2023, with $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Michael Geoffrey Abelow has been appointed as Subchapter V trustee. Judge Charles M. Walker oversees the case. The Debtor is represented by Denis Graham Waldron, Esq., at Dunham Hildebrand, PLLC. SHOPS@BIRD: Lender Seeks to Prohibit Cash Collateral Access ----------------------------------------------------------- Safe Harbor Equity Distressed Debt Fund 3, L.P. asks the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, to prohibit Shops@Bird & 89, LLC from using its cash collateral. On December 2, 2019, the Borrower executed and delivered a Commercial Promissory Note to evidence a loan to the Debtor in the principal amount of $4.162 million. To secure the obligations under the Note, on December 2, 2019, the Debtor executed and delivered the Mortgage and Security Agreement, which Mortgage was recorded on December 13, 2019, in Official Records Book 31725, Page 2884, of the public records of Miami-Dade County, Florida. To further secure the Borrower's obligations to the Lender under the Note, on December 2, 2019, the Borrower executed and delivered an Assignment of Rents, which was recorded December 13, 2019, in the public records of Miami-Dade County, Florida. The Debtor breached and defaulted under the Loan Documents by failing to make the payment that came due on May 1, 2021, and all subsequent payment or payments. The Debtor also breached the Loan Documents by failing to procure insurance on the Property as required by the Mortgage. On March 10, 2022, the Secured Lender initiated a lawsuit against the Debtor in the case styled Safe Harbor v. Shops@Bird & 89, LLC, et al, Case No. CACE-22-04585-CA-01, pending in the Eleventh Judicial Circuit Court, in and for Miami Dade County, Florida, seeking, among other things, to foreclose on the Property and for damages for breach of the terms of the Note. On February 3, 2023, the State Court in the State Court Litigation entered its Final Judgment of Foreclosure and Damages, which was amended on April 4, 2023, by the entry of the Amended Final Summary Judgment of Foreclosure and Damages, against the Debtor, in the amount of $5.6 million, which remains valid and unsatisfied. On April 28, 2023, the Debtor filed the Motion to Continue Operations, wherein the Debtor inexplicably states the provisions of the Loan Documents no longer apply to it, and seeks to use the Secured Lender's cash collateral without court approval and without the Secured Lender's consent. The Debtor alleges in its Motion to Continue Operations that it does not need Court authority or consent of the Secured Lender because the "underlying loan documents merged into the judgment and the enforcement of the mortgage or associated assignment of rents ended as the judgment replaces the lien documents." Safe Harbor contends the Debtor mistakenly reasons that due to the entry of the Final Judgment, the Secured Lender is somehow in a worse position and its liens have been extinguished prior to their satisfaction. This is simply not the law. The Secured Lender holds an unsatisfied Final Judgment in the amount of at least $5.8 million. Although the causes of action in the State Court Litigation may have merged into the Final Judgment, the Secured Lender's liens on the Property, rents, cash collateral and other property of the Debtor, are unsatisfied and have not merged into the Judgment. Additionally, the Final Judgment explicitly orders the Debtor to tender all rents, profit and income generated by the Property to the Debtor. As a result of the Debtor's unauthorized use of the Secured Lender's cash collateral, and expected continued use, the Secured Lender faces immediate and irreparable harm and is therefore entitled to the relief sought therein. According to Safe Harbor, to the extent the Debtor has used the Secured Lender's cash collateral since the Petition Date, the Debtor should be required to account for all such cash, and the Secured Lender should be awarded a post-petition lien post-petition, replacement liens in all of the Debtor's assets. To the extent the continued imposition of the automatic stay diminishes the value of the Secured Lender's collateral, particularly from Debtor's unauthorized use, the Secured Lender should have a claim pursuant to 11 U.S.C. section 507(b). Safe Harbor has also filed an Expedited Motion to Dismiss Case. A copy of the motion is available at https://bit.ly/3HJdY5f from PacerMonitor.com. About Shops@Bird & 89, LLC Shops@Bird & 89, LLC owns in fee simple title a property located at 8934-50 SW 40th Street, Miami, FL valued at $10 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-13358) on April 28, 2023. In the petition signed by Jose Graibe, managing member, the Debtor disclosed $10,093,000 in assets and $5,577,772 in liabilities. Judge Robert A. Mark oversees the case. Robert C. Meyer, Esq., at Robert C. Meyer, P.A., represents the Debtor as legal counsel. Counsel for Safe Harbor Equity Distressed Debt Fund 3, L.P. is: Robert P. Charbonneau, Esq. AGENTIS, PLLC 55 Alhambra Plaza, Suite 800 Coral Gables, FL 33134 Tel: (305) 722-2002 E-mail: rpc@agentislaw.com SILVER CREEK: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------- The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Silver Creek Industries, LLC. The committee members are: 1. BBMR Enterprises, Inc. 795 Incline Village Nevada 89451 Contact Person: Vince Axelson (Counsel) Phone: 858-337-3331 Email: vaxelson@axelsonlaw.com 2. B2B Industrial Packaging 313 S. Rohlwing Road Addison, IL 60101 Contact Person: Leslie Paulish Phone: 630-519-1608 Email: leslie.paulish@b2bind.com 3. Chatfield-Clarke Company Inc. 14614 Valley Blvd. Fontana, CA 92335 Contact Person: John Renken Phone: 626-674-3579 Email: john.renken@renkenco.com 4. Freedom Painting West, Inc. dba Freedom West Construction 8822 Calmada Ave. Whittier, CA 90605 Contact Person: Chad Lundgren Phone: 562-781-7157 Email: chad@freedomwestconstruction.com 5. Consolidated Electrical Distributors, Inc. P.O. Box 847106 Los Angeles, CA 90084 Contact Person: Calvin Ma Phone: 714-744-6728 Email: calvin.ma@ced.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 Silver Creek Industries Silver Creek Industries, LLC is a modular construction company headquartered in California. Silver Creek Industries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11677) on April 24, 2023. In the petition signed by James McGeever, managing member, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Scott H. Yun oversees the case. Robert E. Opera, Esq., at Winthrop Golubow Hollander, LLP, represents the Debtor as legal counsel. SKINNY & CO: Court OKs Cash Collateral Access Thru June 12 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, authorized Skinny & Co. Inc. to use cash collateral on an interim basis in accordance with the budget and its stipulation with the U.S. Small Business Administration and Breakout Capital, LLC, through June 12, 2023. The Debtor is permitted to use cash collateral to pay the limited, ordinary and necessary expenses of operating the Debtor's business. The Debtor will pay when due, all taxes, insurance, assessments and governmental and other charges accrued post-petition, including any and all federal and state withholding taxes, and will provide to the SBA and Breakout, on request, copies of depository receipts or other satisfactory evidence of the same. Unless extended by the Court upon the written agreement of the SBA, Breakout, and the Debtor, the Debtor's authorization to use cash collateral will immediately terminate on the earlier to occur of: (a) the date on which the SBA and/or Breakout provides, via facsimile or overnight mail, written notice to the Debtor and Debtor's counsel of the occurrence of an Event of Default and the expiration of a 14 day cure period; or (b) June 12, 2023. To the extent the SBA or Breakout has valid, enforceable, perfected, and unavoidable prepetition liens on or security interests in the cash collateral used by the Debtor, the SBA or Breakout are granted replacement liens, to the extent the cash collateral suffers a diminution in value, with such replacement liens attaching to cash collateral generated post-petition by the Debtor, to the same extent, validity and priority as the prepetition liens. In accordance with 11 U.S.C. section 507(b), the SBA and Breakout will have allowed superpriority administrative expenses to the extent that the replacement liens do not adequately protect them against the diminution in value of their collateral. A final hearing on the matter is set for June 7, 2023 at 10 a.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3nwihKj from PacerMonitor.com. About Skinny & Co. Skinny & Co. is a skincare company offering chemical-free products for skin, hair, and body. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-01410) on April 7, 2023. In the petition signed by Luke Geddie, president, the Debtor disclosed $390,275 in assets and $2.954 million in liabilities. Judge Jeffrey J. Graham oversees the case. Wendy Brewer, Esq., at Fultz Maddox Dickens, PLC, represents the Debtor as legal counsel. SOLARIS TECH: Trustee's Sale of Assets to Element for $20K Approved ------------------------------------------------------------------- Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado authorized Simon E. Rodriguez, Chapter 7 trustee of Solaris Technology Industry, Inc., to sell the following described assets to Element Research Group, Inc., for $20,000: i. The www.solaris-shop.com domain name; and ii. Solaris' accounts with Google, Facebook, Twitter, QuickBooks, Mail Chimp, slack, and Bigcommerce. The terms of the Asset Purchase Agreement are approved, and the Trustee is authorized to take all steps necessary and appropriate to close the subject transaction. The sale is free and clear of any interest in such property of an entity other than the estate. Solaris Technology Industry, Inc. sought Chapter 7 protection (Bankr. D. Colo. Case. 1:22-bk-14648) on Nov 29, 2022. The Debtor tapped Martin Sances, Esq., at Sances Law as counsel. Simon E. Rodriguez is the duly-appointed chapter 7 trustee of the Solaris bankruptcy estate. Judge Elizabeth E. Brown oversees the case. TALKING TADPOLES: Court OKs Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, authorized Taking Tadpoles, LLC to use cash collateral on an interim basis in accordance with the budget. The Debtor depends on the use of cash collateral to finance its operation. As previously reported by the Troubled Company Reporter, a search in the Texas Secretary of State shows that allegedly secured positions are held by The American National Bank of Texas; OnDeck Company; and CFS CAP, LLC (aka Cash Fund). As adequate protection for the use of cash collateral, the creditors are granted replacement liens on all post-petition cash collateral and post-petition acquired property to the same extent and priority they possessed as of the Petition Date. A judicial determination that a lien is avoidable or invalid unwinds any replacement lien created by the order. There will be a carve-out for fees payable under 28 U.S.C. section 1930; and professional fees and expenses in the approved budgeted amounts; and fees and expenses for the Subchapter V Trustee. The Carve-Out means an amount equal to the sum of the following: (a) all fees payable under 28 U.S.C. section 1930; (b) all accrued and unpaid fees, disbursements, costs and expenses of professionals or professional firms retained by the Debtor; and (c) all accrued and unpaid fees for the Subchapter V Trustee including but not limited to the $1,500 monthly payment due the Subchapter V Trustee pursuant to the Chapter 11 Subchapter V Scheduling Order. A final hearing on the matter is set for May 24, 2023 at 1:30 p.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3VGrD2x from PacerMonitor.com. The Debtor projects $410,000 in cash receipts and $371,478 in cash disbursements for one month. About Taking Tadpoles, LLC Taking Tadpoles, LLC operates a pediatric therapy practice that offers a full range of services for communication, feeding, sensory, and fine motor difficulties for children birth through 21 years of age. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-41165) on April 26, 2023. In the petition signed by Julissa Irachet, executive director, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Mark X. Mullin oversees the case. Robert C. Lane, Esq., at Lane Law Firm, represents the Debtor as legal counsel. THEODORE HANSEN: Trustee's Highland Property Sale for $1.6-MM OK'd ------------------------------------------------------------------ Judge Kevin R. Anderson of the U.S. Bankruptcy Court for the District of Utah authorized Mark Hashimoto, the Chapter 11 trustee appointed in the bankruptcy case of Theodore Lamont Hansen, to sell the real property and personal property attendant thereto located at 11130 N. Tamarack Drive, in Highland, Utah 84003, to Fox Financial, LLC, for $1.6 million, in accordance with the terms of their Real Estate Purchase Contract. In so far as the Sale may proceed, certain claims may be paid from the proceeds, and balance of the proceeds will remain in the custody of the Trustee. The Agreement is approved. The Trustee is authorized to perform its obligations under and comply with the terms of the Agreement, and consummate the Sale, pursuant to and in accordance with its terms and conditions. The Sale is free and clear of all Interests of any kind or nature whatsoever with all such Interests of any kind or nature whatsoever to attach to the net proceeds of the Sale. The Trustee will pay, from the sales proceeds at Closing: a. all pending and delinquent property taxes, the past dues owed to Bull River Property Owners Association, and the reinvestment fee owed to Bull River Property Owners Association; b. the amount owed to Argent Mortgage Co., LLC, the principal amount of which is approximately $500,000, plus accrued interest and fees as allowed by the respective loan documents, and the actual amount paid at Closing may be more or less than this amount, pursuant to that certain Deed of Trust recorded March 7, 2006 as entry no. 27100:2006, the beneficial interest of which was ultimately assigned to Argent by instrument dated Dec. 23, 2022, and recorded Dec. 28, 2022 at entry no. 127700:2022. The payment authorized to Argent, will be without prejudice to any right of the Trustee or any creditor to seek a clawback of such payment or any other payment to Argent or its predecessors in interest on any ground, including without limitation, forged instruments of conveyance; c. the amount of $62,942.25 to Simple Choice Real Estate as its commission and fees for the sale of the Assets; d. all ordinary and customary costs of sale; and e. all other claims are disputed and will attach to the proceeds of the Sale and will be held by the Trustee in escrow. The Trustee will not disburse the same without order of the Court. As provided by Bankruptcy Rule 6004(g), the Sale Order will not be stayed for 14 days after entry and will be effective immediately upon entry. The Chapter 11 case is In re Theodore Lamont Hansen (Bankr. D. Utah Case No. 19-26528), filed on Sept. 5, 2019. THOMAS BEESON: Trustee's Sale of N.C. House for $2.3-Mil. Approved ------------------------------------------------------------------ Judge Janet S. Baer of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Miriam Stein, the Chapter 11 trustee of the estate of Thomas E. Beeson and Donna L. Beeson, to sell the real property commonly known as 9 E Charlotte St., Wrightsville Beach, NC 28480, to Brian Rogers and Cynthia Fliszar for $2.3 million. The sale is free and clear of liens or other interests pursuant to the terms of that certain Offer to Purchase and Contract with Addendum. The Trustee is authorized to pay certain of the proceeds of sale, net of customary closing costs, prorations and other expenses approved by the Court (including the commission of the Broker), to the following secured claim holders: a. Deutsche Bank Trust Co. Americas, as Trustee for Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certiﬁcates, Series 2006~QS4; and b. JPMorgan Chase Bank, National Association. Deutsche and Chase are ordered to deliver to the Trustee no less than three days in advance of the Closing Date payoff letters which will include all post-petition interest, escrow payments, and late fees as of the Closing Date, but will not include any post-petition attorneys' fees, and which will remain in full force and effect until 14 days after the Closing Date, including any per diem charges. Upon confirmation of the accuracy and compliance with this Order of any such payoff letter by the Trustee, the Trustee is authorized and directed to satisfy such payoff letters from proceeds of the sale at closing. Additionally, the Trustee is authorized and directed to satisfy the outstanding invoice of Bilt-Rite Roofing in the amount of $5,278.11 at closing. After closing, and the payment of the foregoing detailed expenses and secured claims, the remaining proceeds of the sale are to be held by the Trustee, subject to further order of Court. The sale of the NC House is "as is, where is" without any representations or warranties whatsoever. The closing of the sale of the NC House will take place no sooner than May 1, 2023, or on any such later date as mutually agreed upon by the parties to the Offer. Provided however, if the Closing Date does not occur within 120 days after the entry thereof, the Trustee must bring a new motion requesting authorization of the sale of the NC House. The Debtors are afforded time to remove any and all personal property from the NC House in order to deliver the NC House empty, vacant, and free of all personal property. Any personal property remaining in or on the NC House will be conveyed with the NC House on the Closing Date. The Order will be effective and enforceable immediately upon entry and the 14-day stay period provided by Bankruptcy Rule 6004(h) will not apply so that the sale may close immediately. About the Beesons Thomas E. Beeson and Donna L. Beeson operate a nursery business through their wholly owned corporation, Beeson Plantation, Inc. They, through Plantation, utilize the South Parcel located at 1300 Half Day Road, Deerfield, Illinois, for its retail nursery operations and the property at 12526 W. Highway 22, Bannockburn, Illinois for its wholesale nursery operations. Thomas E. Beeson and Donna L. Beeson filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 16-00783) on January 11, 2016, and are represented by: Joseph A. Baldi, Esq. Julia D. Loper, Esq. Baldi Berg, Ltd. 20 N. Clark St., Suite 200 Chicago, IL 60602 Tel: (312) 726-8150 The Debtors filed their Plan of Reorganization on Jan. 5, 2017. THOMPSON ROSE: Trustee Taps Turton as Real Estate Broker -------------------------------------------------------- Lisa Holder, the Chapter 11 trustee for Thompson Rose Chapel, LLC, received approval from the U.S. Bankruptcy Court for the Eastern District of California to employ Turton Commercial Real Estate as its broker. Turton will list for sale the land and buildings located at 3601 5th Ave., Sacramento, Calif. Turton will perform services for a 4 percent commission on the final purchase price of the real property only. The broker will receive a 2 percent commission on a sale to Inspired Life if they are acting without a buyer's agent, and none if sold to the Debtor's managing member, Ginger Brown. Patrick Stelmach, a real estate agent at Turton, disclosed in a court filing that his firm is a "disinterested person" according to Section 101(14) of the Bankruptcy Code. Turton can be reached at: Patrick Stelmach Turton Commercial Real Estate 2131 Capitol Ave, Ste 100 Sacramento, CA 95816 Office: 916-573-3314 Fax: 916-471-0290 Email: Patrickstelmach@turtoncom.com About Thompson Rose Chapel Thompson Rose Chapel, LLC -- https://www.thompsonrosechapel.com/ -- is an independent family-owned funeral home and has been serving families in Sacramento and surrounding counties since 1948. Its motto is "Families Come First". The business is located at 3601 5th Ave., Sacramento, Calif. Thompson Rose Chapel sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-21727) on July 12, 2022. In the petition filed by its managing member, Ginger Brown, the Debtor listed $1 million to $10 million in both assets and liabilities. Judge Christopher D. Jaime oversees the case. Gabriel E. Liberman, Esq., at the Law Offices of Gabriel Liberman, APC is the Debtor's counsel. Lisa Holder was appointed as trustee in this Chapter 11 case. The trustee tapped Pino & Associates as general bankruptcy counsel and Gabrielson & Company as accountant. THRIVIFY LLC: Trustee Taps Bennington & Moshofsky as Accountant --------------------------------------------------------------- Kenneth Eiler, Chapter 11 trustee for Thrivify LLC, seeks approval from the U.S. Bankruptcy Court for the District of Oregon to hire Bennington & Moshofsky, P.C. as his accountant. The firm will charge these hourly fees: Inna Schtokh $285 per hour Lai Wa Ng $250 per hour Stephen P. Moshofsky $310 per hour Bennington & Moshofsky is a disinterested person as that term is defined in 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Inna Schtokh , CPA Bennington & Moshofsky, P.C. 4800 SW Griffith Drive, Suite 350 Beaverton, OR 97005 Phone: 503-641-2600 Fax: 503-526-9696 Email: judith@cpaoregon.com About Thrivify LLC Thrivify, LLC -- https://www.thelodgeinsisters.com -- owns and operates an assisted living facility in Sisters, Ore., that provides a variety of living options to choose from, including independent living for active seniors, assisted living for those in need of support with the activities of daily life, and short-term respite stays. Sisters, Ore.-based Thrivify was subject to an involuntary Chapter 11 petition (Bankr. D. Ore. Case No. 23-30538) filed on March 15, 2023. The alleged creditors who signed the petition are Clutch Industries, Inc., Terence C Blackburn, and Sean A Blackburn. Judge David W. Hercher oversees the case. Kenneth S. Eiler, Chapter 11 trustee for Thrivify, tapped Lane Powell, PC as legal counsel and Bennington & Moshofsky, P.C. as accountant. THRIVIFY LLC: Trustee Taps Blueprint as Real Estate Broker ---------------------------------------------------------- Kenneth Eiler, the Chapter 11 trustee for Thrivify LLC, seeks approval from the U.S. Bankruptcy Court for the District of Oregon to hire Blueprint Healthcare Real Estate Advisors, LLC as his real estate broker. The broker will market and sell the Debtor's property known as The Lodge in Sisters, a 60,000-square-foot independent and assisted living facility in Sisters, Ore. The broker will be compensated in an amount equal to the greater of 3 percent of the purchase price, and $250,000. As disclosed in court filings, Blueprint does not have any connection with the Debtor's creditors or any other party in interest. The firm can be reached through: Dan Mahoney Blueprint Healthcare Real Estate Advisors, LLC Suite 1600, 191 N Wacker Drive Chicago, IL 60606 Phone number: (312) 300-4000 Email: dmahoney@blueprinthcre.com About Thrivify LLC Thrivify, LLC -- https://www.thelodgeinsisters.com -- owns and operates an assisted living facility in Sisters, Ore., that provides a variety of living options to choose from, including independent living for active seniors, assisted living for those in need of support with the activities of daily life, and short-term respite stays. Sisters, Ore.-based Thrivify was subject to an involuntary Chapter 11 petition (Bankr. D. Ore. Case No. 23-30538) filed on March 15, 2023. The alleged creditors who signed the petition are Clutch Industries, Inc., Terence C Blackburn, and Sean A Blackburn. Judge David W. Hercher oversees the case. Kenneth S. Eiler, Chapter 11 trustee for Thrivify, tapped Lane Powell, PC as legal counsel and Bennington & Moshofsky, P.C. as accountant. TRACY NEAL ROBINSON: Sells John Deere Tractor for at Least $30K --------------------------------------------------------------- Tracy Neal Robinson asks the U.S. Bankruptcy Court for the Southern District of Mississippi to authorize the sale of her John Deere 5085B for at least $30,000. In connection with the sale and wind-up of her poultry business, the Debtor has personal property that needs to be liquidated and is no longer necessary for an effective reorganization. One of the items of personal property that needs to be liquidated is the Tractor. The Tractor is no longer necessary for an effective reorganization and the liquidation thereof will further the Debtor's goals in winding-up the poultry business. The Debtor is currently seeking a buyer (although he does not have a deﬁnite buyer, with definite terms yet) for the Tractor. However, the Debtor is of the opinion that the Tractor should sell for no less than $30,000, he establishes as the "floor" price for the Tractor. In the event a purchaser submits an offer for at least $30,000, the Debtor will, if the Court sees fit to grant the Motion, sell the Tractor to that prospective purchaser for no less than $30,000. Upon sale of the Tractor, the Debtor will file a report with the Court evidencing the transaction and the sales proceeds will be delivered to the counsel for the Debtor who will place them in an interest-bearing, escrow account to be established under the guidelines promulgated by the Office of the United States Trustee. The Debtor further moves the Court for an order authorizing and granting him the authority to execute such bills of sale or related documents that will evidence the sale of the Tractor to a third party. The third party will be a bonafide, arms-length, non-insider purchaser who can be afforded good-faith purchaser status. There are no liens or security interests in or upon the Tractor. Tracy Neal Robinson sought Chapter 11 protection (Bankr. S.D. Miss. Case No. 22-02414-KMS) on Nov. 16, 2022. TRANSIT PHYSICAL: Court OKs Cash Collateral Access Thru May 31 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Riverside Division, authorized Transit Physical Therapy PC, d/b/a Transit Physical Therapy to use cash collateral on an interim basis through May 31, 2023. The Debtor is permitted to use cash collateral in accordance with the budget, with a 15% variance. Each creditor with a security interest in cash collateral is granted adequate protection in the form of a replacement lien, dollar for dollar, in the same priority and to the same extent as the creditor's pre-petition lien and security interest. As previously reported by the Troubled Company Reporter, six creditors have a blanket security interest that generally covers "all of Debtor's assets" or other clearly stated language that gives that creditor a security interest in Debtor's cash, accounts, or accounts receivable: 1. The senior secured creditor is U.S. Small Business Administration, secured by a UCC-1 Financing Statement filed on April 7, 2020 as Filing Number 20-7772039118. The balance of the loan on the Petition Date is approximately $500,000. 2. The second secured creditor is U.S. Small Business Administration, secured by a UCC-1 Financing Statement filed on December 6, 2021 as Filing Number U210107885327. The collateral for the loan is all assets and proceeds therefrom. The balance of the loan on the Petition Date is approximately $2.066 million. 3. The third secured creditor is Banker's Healthcare Group, secured by a UCC-1 Financing Statement filed on July 21, 2022 as Filing Number U220212234829. The collateral for the loan is all assets and proceeds therefrom. The balance of the loan on the Petition Date is approximately $99,955. 4. The fourth secured creditor is Itria Ventures LLC, secured by a UCC-1 Financing Statement filed on November 23, 2022 as Filing Number U220246326936. The collateral for the loan is all assets and proceeds therefrom. The balance of the loan on the Petition Date is approximately $400,000. 5. The fifth secured creditor is Seamless Capital Group, LLC, secured by a UCC-1 Financing Statement filed on February 21, 2023 as Filing Number U230012279933. The collateral for the loan is all assets and proceeds therefrom. The balance of the loan on the Petition Date is approximately $392,088. 6. The sixth secured creditor is Everest Business Funding secured by a UCC-1 Financing Statement filed on March 15, 2023 as Filing Number U230017915727. The collateral for the loan is all assets and proceeds therefrom. The balance of the loan on the Petition Date is approximately $350,000. A further hearing on the matter is set for May 25, 2023 at 1:30 p.m. A copy of the Court's order is available at https://bit.ly/3nAbHCm from PacerMonitor.com. About Transit Physical Therapy PC Transit Physical Therapy PC offers personal rehabilitation services including physical therapy, occupational therapy, and speech and language pathology. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11057) on March 20, 2023. In the petition signed by Mitree Michael Piromgraipakd, its president, the Debtor disclosed $2,700,328 in assets and $4,147,237 in liabilities. Judge Scott H. Yun oversees the case. Todd Turoci, Esq., at the Turoci Firm, represents the Debtor as legal counsel. TRANSOCEAN LTD: Widens Net Loss to $465 Million in First Quarter ---------------------------------------------------------------- Transocean Ltd. has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $465 million on $649 million of contract drilling revenues for the three months ended March 31, 2023, compared to a net loss of $175 million on $586 million of contract drilling revenues for the three months ended March 31, 2022. As of March 31, 2023, the Company had $20.19 billion in total assets, $1.05 billion in total current liabilities, $8.81 million in total long-term liabilities, and $10.32 billion in total equity. At March 31, 2023, the Company had $747 million in unrestricted cash and cash equivalents and $208 million in restricted cash and cash equivalents. In the three months ended March 31, 2023, the Company's primary sources of cash were net cash proceeds from the issuance of debt. The Company's primary uses of cash were debt repayments, capital expenditures and net cash used in operations. "The Transocean team delivered an outstanding quarter of safe, reliable and efficient operations, with an adjusted EBITDA margin of 33% on adjusted revenues of $667 million," said Chief Executive Officer, Jeremy Thigpen. "The strong performance is the result of excellent revenue efficiency of nearly 98 percent and exemplifies our commitment to operational excellence." Thigpen continued, "Additionally, the contracts we secured during the quarter, which were predominantly for our harsh environment fleet, complement the wave of ultra-deepwater fixtures we announced over the last several quarters, providing further evidence of a broad, sustained upcycle." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1451505/000145150523000060/rig-20230331x10q.htm About Transocean Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The Company specializes in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Transocean Ltd. reported a net loss of $621 million for the year ended Dec. 31, 2022, compared to a net loss of $591 million for the year ended Dec. 31, 2021, a net loss of $568 million for the year ended Dec. 31, 2020 and a net loss of $1.25 billion for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $20.62 billion in total assets, $1.50 billion in total current liabilities, $7.88 billion in total long-term liabilities, and $11.23 billion in total equity. * * * As reported by the TCR on Oct. 18, 2022, S&P Global Ratings raised the issuer credit rating on Switzerland-domiciled offshore drilling contractor Transocean Ltd. to 'CCC' from 'SD'. The upgrade reflects Transocean's enhanced liquidity runway. TRIPLE B INVESTMENTS: Hires IBR Realty as Real Estate Broker ------------------------------------------------------------ Triple B Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Steven Santucci of IBR Realty to market and sell its real property located at 240 Causeway Blvd, Dunedin, Fla. Mr. Santucci will receive a commission equal to 3.5 percent of the purchase price. Mr. Santucci, an agent at IBR Realty, assured the court that he and his firm do not hold an interest adverse to the Debtor or its estate. The firm can be reached through: Steven Santucci IBR Realty 133 E. Robinson Street Orlando, FL 32801 Tel: 727-459-9013 Email: steven@ibrgroupcorp.com About Triple B Investments Triple B Investments, LLC is an investment management company based in Florida. It conducts business under the name Barracuda Bob's Island Surf and Sports. Triple B Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06007) on Aug. 6, 2020. At the time of the filing, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Michael G. Williamson oversees the case. The Debtor tapped Buddy D. Ford, PA as legal counsel and Frederick T. Reeves, PA as special counsel. TULEYRIES LAND: Seeks to Hire Cox Law Group as Bankruptcy Counsel ----------------------------------------------------------------- The Tuleyries Land Holdings LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Virginia to hire Cox Law Group, PLLC as its legal counsel. The firm's services include: (a) advising the Debtor with respect to its powers and duties in the continued management of its assets; (b) consulting on the conduct of the case, including all of the legal requirements of operating in Chapter 11; (c) attending meetings and negotiating with representatives of creditors and other parties in interest; (d) taking all necessary action to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any actions commenced against the Debtor, and representing the Debtor's interests in negotiations concerning all litigation in which it is involved, including objections to claims filed against the estate; (e) preparing legal papers; (f) advising the Debtor in connection with any potential sale of its assets; (g) appearing before the court; (h) negotiating, preparing and seeking approval of a Chapter 11 plan and documents related thereto; and (i) performing all other necessary legal services. The firm's hourly rates are as follows: H. David Cox, Esq. $400 per hour Other attorneys $300 per hour Paralegals $100 per hour H. David Cox, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: H. David Cox, Esq. Cox Law Group PLLC 900 Lakeside Drive Lynchburg, VA 24501 Tel: 434-845-2600 Fax: 434-845-0727 Email: david@coxlawgroup.com About The Tuleyries Land Holdings Tuleyries Land Holdings LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 23-50177) on April 11, 2023. In the petition filed by Robert Maxwell Emma, as manager and member, the Debtor reported total assets of $5,204,500 and total liabilities of $2,407,410. The Debtor is represented by H. David Cox, Esq. at Cox Law Group, PLLC. UNION CIGAR: Seeks to Hire Cunningham as Legal Counsel ------------------------------------------------------ Union Cigar, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire Cunningham, Chernicoff & Warshawsky, P.C. to handle its Chapter 11 case. The firm will charge these hourly fees: Robert E. Chernicoff $450 Partners $400 to $450 Associate Attorneys $225 to $350 Paralegals $100 to $150 As disclosed in court filings, Cunningham, Chernicoff & Warshawsky has no connection with the Debtor or its creditors. The firm can be reached through: Robert E. Chernicoff, Esq. Cunningham, Chernicoff & Warshawsky, P.C. 320 N 2nd St Harrisburg, PA 17110 Phone: 717-260-3527 Fax: 717-238-4809 About Union Cigar Union Cigar, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 23-00873) on April 20, 2023, with up to $1 million in both assets and liabilities. John-Waite, Weiser, manager, signed the petition. Robert E. Chernicoff, Esq., at Cunningham, Chernicoff & Warshawsky PC, represents the Debtor as legal counsel. UNITED DRILLING: Seeks to Hire Morrison-Tenenbaum as Legal Counsel ------------------------------------------------------------------ United Drilling & Cutting Corp seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Morrison-Tenenbaum, PLLC as its legal counsel. The firm's services include: a. advising the Debtor with respect to its powers and duties in the management of its estate; b. assisting in any amendments of schedules and other financial disclosures and in the preparation, review or amendment of a disclosure statement and plan of reorganization; c. negotiating with the Debtor's creditors and taking the necessary legal steps to confirm and consummate a plan of reorganization; d. preparing legal papers; e. appearing before the bankruptcy court; and f. other legal services that may be necessary and proper for an effective reorganization. The firm will charge these hourly fees: Lawrence Morrison $595 Brian Hufnagel $495 Associates $380 Paraprofessionals $200 Morrison-Tenenbaum received an initial retainer fee of $5,000. As disclosed in court filings, Morrison-Tenenbaum is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Morrison-Tenenbaum can be reached through: Lawrence F. Morrison, Esq. Brian J. Hufnagel, Esq. Morrison-Tenenbaum, PLLC 87 Walker Street, Floor 2 New York, NY 10013 Tel: (212) 620-0938 Email: lmorrison@m-t-law.com Email: bjhufnagel@m-t-law.com About United Drilling & Cutting Corp United Drilling & Cutting Corp sought protection for relief under Chapter11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41042) on March 27, 2023, listing up to $50,000 in both assets and liabilities. Judge Nancy Hershey Lord presides over the case. Morrison-Tenenbaum PLLC represents the Debtor as counsel. US REALM POWDER: Hires SSG Advisors, LLC as Investment Banker ------------------------------------------------------------- US Realm Powder River, LLC seeks approval from the U.S. Bankruptcy Court for the District of Wyoming to employ SSG Advisors, LLC as its investment banker. The Debtor requires an investment banker to: a) prepare an information memorandum and electronic dataroom describing the Debtor, its historical performance and prospects, including existing contracts, marketing and sales, labor force, and management; b) assist the Debtor in developing a list of suitable potential buyers who will be contacted on a discreet and confidential basis after approval by the Debtor; c) coordinate the execution of confidentiality agreements for potential buyers wishing to review the information memorandum; d) assist the Debtor in coordinating virtual or physical site visits for interested buyers and work with the management team to develop appropriate presentations for such visits; e) solicit competitive offers from potential buyers; f) advise and assist the Debtor in structuring the Sale Transaction and negotiating the sale agreements, including, without limitation, advising and negotiating with respect to Transaction structure; g) assist the Debtor and its professionals with the structuring of sale procedures, and the conduct of any auction that may result in the chapter 11 proceeding; h) be available for meetings and court appearances in the chapter 11 proceeding, including, without limitation, providing testimony in the Bankruptcy Court in furtherance and support of the Sale Transaction; and i) otherwise assist the Debtor, its CRO, attorneys and accountants, as necessary, through closing on a best efforts basis. SSG would be entitled to the following compensation: a) Monthly fees of $40,000 for the first two months of the engagement, and on the first (1st) of each month thereafter, $30,000 for each month thereafter during the term of the engagement; b) A fee, contingent upon consummation of a sale of the Debtor, equal to the greater of (i) $450,000 or (ii) 3 percent) of the total consideration paid for such a sale of the Debtor; and c) Whether or not a sale is consummated, SSG is entitled to reimbursement for out-of-pocket expenses incurred. J. Scott Victor, managing director at SSG, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: J. Scott Victor SSG Advisors, LLC 300 Barr Harbor Drive, Suite 420 West Conshohocken, PA 19428 Telephone: (610) 940-5802 Email: jsvictor@ssgca.com About US Realm Powder River US Realm Powder River, LLC, previously known as Moriah Powder River, LLC, is a privately held natural gas company with headquarters in Sheridan, Wyo., and operates in the Powder River Basin located in northeast Wyoming. US Realm Powder River filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 19-20699) on Oct. 31, 2019. Craig Camozzi, chief operating officer, signed the petition. In the petition, the Debtor disclosed $100 million to $500 million in assets and $50 million to $100 million in liabilities. Judge Cathleen D. Parker oversees the case. Markus Williams Young & Zimmermann LLC and Hall & Evans, LLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. Mark J. Welch, a principal at Morris Anderson & Associates, Ltd., is the Debtor's chief restructuring officer. VAL PROPERTIES: Gets Approval to Sell Bridgeport Property for $1.7M ------------------------------------------------------------------- Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western District of Pennsylvania authorized VAL Properties, LLC's sale of the real property located at 54382 National Road, in Bridgeport, Belmont County, Ohio 43912, to Recon Oilfield Services, Inc., or its assigns, for $1,675,000. The sale is free and clear of Liens, with such Liens attaching to the proceeds of the sale. The sale is approved as an "as is" and "where is" sale; the Buyer takes the sale without any warranties except free and clear title. The Buyer assumes possession subject to the other occupants in possession at the time of sale. The Court authorized the settlement and transfer of the Property under a sale to help the Debtor to fund a Plan. The following expenses/costs will immediately be paid at the time of closing. Failure of the Closing Agent to timely make and forward the disbursements required by the Order will subject the closing agent to monetary sanctions, including among other things, a fine or imposition of damages, after notice and hearing, for failure to comply with the terms of the Order: (1) The following lien(s)/claim(s): a. The Treasurer of Belmont County, Ohio will be paid in full along with their interest through date of sale, to the extent any amounts are owed. b. Tax Ease Ohio II, LLC will be paid in full along with their interest through date of sale. c. Alfred F. Lorenzi, GST Non-Exempt Marital Trust - $0 at closing. (2) Court approved attorney fees made in the amount of $50,000, to be held in escrow pending further order of Court. (3) Court approved broker fees to Century Realty made in the amount of $37,000, representing an agreed payment. (4) The costs of local newspaper advertising in the amount of $69.21. (5) The costs of legal journal advertising in the amount of $20.71. (6) US Trustee fees in the amount of $13,400. (7) Wesbanco Bank, Inc. the balance of the remaining proceeds. Closing will occur within 30 days of the Order or within 15 days of the Confirmation of the Debtor's Chapter 11 plan, whichever is later, provided that closing occurs on or before June 7, 2023. Within five days following closing, the Movant will file a report of sale. Within five days of the date of the Order, the Movant will serve a copy of the Order on each Respondent (i.e., each party against whom relief is sought) and its attorney of record, if any, upon any attorney or party who answered the motion or appeared at the hearing, the attorney for the Debtor, the Purchaser, and the attorney for the Purchase, if any, and file a certificate of service. If any approved bidder fails to consummate the sale in a timely manner, the Debtor will be entitled to retain the hand money deposit as liquidated damages. The Debtor is authorized to assume any and all leases, income-producing agreements, or executory contracts with the Bridgeport Property. It is authorized to assign its interest in the leases, income-producing agreements, or executory contracts to Recon Oilfield Services, Inc. The sale is a sale of only real property. It does not include any claims of the Debtor for any rights which accrued prior to closing. The sale is pursuant to the Debtor's Plan of Reorganization. It is exempt from realty transfer taxes under 11 U.S.C. Section 1146 provided the Order confirming the Chapter 11 Plan is entered before the closing of the sale. About VAL Properties VAL Properties, LLC, sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 21-22384) on Nov. 3, 2021, listing up to $50,000 in assets and up to $1 million in liabilities. Judge Carlota M. Bohm oversees the case. Donald R. Calaiaro, Esq., at Calaiaro Valencik, is the Debtor's legal counsel. VALCOUR PACKAGING: S&P Downgrades ICR to 'CCC+', Outlook Stable --------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Valcour Packaging LLC to 'CCC+' from 'B-'. The outlook is stable. At the same time, S&P lowered its rating on its first-lien term loan to 'CCC+' from 'B-', and the second-lien term loan to 'CCC-' from 'CCC'. The respective '3' and '6' recovery ratings are unchanged. The stable outlook reflects the company's liquidity position, including a high cash balance, and its expectation for incremental operating improvement through the next 12 months as demand volumes return and it begins to realize benefits of operational investments. S&P said, "The rating action reflects our view that Valcour will maintain persistently high leverage despite our expectations for sequential improvement through 2023. The slowdown in customer demand and destocking hit its worst in the fourth quarter of 2022, resulting in revenues of $41.3 million, down approximately 24% sequentially. Persistently high inflation on the consumer is limiting discretionary income, which is constraining demand, especially in Valcour's nutraceutical and pharmaceutical segments. Year-over-year revenues contracted 19% to $230.1 million, with S&P Global Ratings-adjusted EBITDA of $51.8 million, resulting in adjusted leverage of 14x. "We expect most destocking early in the first quarter of 2023, and demand should slowly improve throughout the year. As unit volumes return, Valcour should also benefit from another general price increase implemented in December, following the previous increase in mid-2022, as well as realization of previous automation investments and improved operating leverage through higher through-put. Still, we expect growth in the mid-single-digit percents and higher interest rates to be a larger drain on cash flow. We note Valcour swapped a portion of its variable-rate interest to fixed on its debt, which should provide some certainty on interest costs over the next two years." Valcour has taken steps to reinforce liquidity, which should provide some runway for operating conditions to improve. The company generated about $2.7 million of free cash flow in 2022, resulting from good working capital management. It lowered inventory quickly in response to demand trends, offset by high capital spending of about $25.9 million, which was elevated to expand capacity as well as automation and other efficiency initiatives. For 2023, S&P expects a slight working capital deficit as Valcour rebuilds inventory for growth, but capital spending should pull back to $7 million-$8 million. Additionally, the company's timely sale/leaseback of its Plattsburgh and Twinsburgh facilities for about $50 million will provide enough capacity to manage operating needs over the next 12 months. The stable outlook on Valcour reflects a high cash balance and no near-term debt maturities, which should provide some cushion to improve business operations, including realization of previous efficiency investments. However, S&P continues to note its expectation of a softer macroeconomic environment along with higher interest rates could begin to pressure cash flow and keep leverage elevated for a prolonged period. S&P could lower its rating on Valcour Packaging if: -- Operating performance continues to deteriorate, which could result from lower volumes than expected further affecting fixed cost absorption; and/or -- It doesn't fully realize the benefits of previous operating efficiency investments. This would result in significant negative cash flow that diminishes its liquidity position such that S&P believes a payment default or distressed restructuring is likely within the next 12 months. S&P could raise itsr rating on Valcour Packaging if: -- The company improves its earnings such that it generates sufficient free cash flow to fund operations, capital expenditure, and financial obligations; and -- Its adjusted debt to EBITDA trends toward 8x. ESG credit indicators: E-3, S-2, G-3 VELOCIOUS DELIVERY: Wins Final Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, entered an order authorizing Velocious Delivery LLC to use cash collateral on a final basis in accordance with the budget, with a 10% variance. As adequate protection for the use of cash collateral, Cabbage, EBF Holdings dba Everest Funding, Rapid Finance, RDM Capital Funding, and any of the UCC names listed in the Debtor's motion are granted replacement liens on all post-petition cash collateral and post-petition acquired property to the same extent and priority they possessed as of the Petition Date. A copy of the order and the Debtor's budget is available at https://bit.ly/419iYGX from PacerMonitor.com. The Debtor projects $140,000 in average gross income and $135,818 in total expenses. About Velocious Delivery LLC Velocious Delivery LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-33690) on December 9, 2022. In the petition signed by Brandon Toledo, president, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Judge Jeffrey P. Norman oversees the case. Samuel L. Milledge, Sr. Esq., at The Milledge Law Firm, PLLC, represents the Debtor as counsel. Jarrod B. Martin has been appointed as Subchapter V Trustee. VIRGIN ORBIT: Court OKs $74.1MM DIP Loan from Virgin Investments ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Virgin Orbit Holdings, Inc. to use cash collateral and obtain postpetition financing, on a final basis. The Debtor has entered into a Senior Secured Superpriority Debtor-in-Possession Term Loan Credit Agreement with their indirect parent entity, Virgin Investments Limited, as Administrative Agent and Collateral Agent, in an aggregate principal amount not to exceed $74.1 million consisting of: i. an interim funding in the aggregate principal amount of $23.150 million, including (1) new money term loans in an aggregate principal amount of $12.250 million from the DIP Lenders, which was made available upon entry of the Interim Order; and (2) roll-up term loans in an aggregate principal amount of $10.9 million, which, concurrently with the making of the DIP Interim New Money Loans, were deemed substituted and exchanged with a Prepetition Bridge Note; ii. a final funding in the aggregate principal amount of $46.750 million, including (1) new money term loans in an aggregate principal amount of $15.150 million from the DIP Lenders, which will be made available following entry of the Final Order; and (2) roll-up term loans in an aggregate principal amount of $31.6 million, which concurrently with the making of the DIP Final New Money Loans, will be deemed substituted and exchanged with a portion of the Prepetition Notes; and iii. one or more additional funding in an aggregate principal amount of up to $4.2 million from the DIP Lenders, with an initial $800,000 drawn on the Final Funding Date to fund Severance Obligations approved under the Order (A) Authorizing Payment of Certain Prepetition Workforce Obligations and (B) Granting Related Relief, and the remaining $3.4 million made available upon delivery of a Notice of Borrowing pursuant to Section 2.02 of the Credit Agreement at any time following entry of an order approving severance payments to the Debtors' employees. The DIP Severance New Money Loans may be drawn in one or more draws, in each case in an amount not to exceed the amount of severance payments due and payable and approved by the Court, which DIP Severance New Money Loans will be used solely for Approved Severance Payments. The Debtors disclosed in court papers that they have increasingly faced pressure to raise additional capital to address their continuing liquidity needs. The Debtors have attempted to raise capital out of court, including successfully raising funds through the execution of a series of convertible note transactions with VIL. These infusions, which were the only source of capital available to allow the Debtors to operate as a going concern, kept the Debtors afloat through sale and capital raise discussions with certain third parties. However, the Debtors ultimately were unable to raise sufficient capital to sustain their continuing liquidity needs as discussions with potential third parties concluded or continued without reaching resolution. When final efforts to raise capital out-of-court failed to produce fruitful results, following arm's-length negotiations, the Company secured $10.9 million of incremental funding from VIL under the Prepetition Bridge Note to pay severance and related costs necessary to implement a reduction in force impacting approximately 670 employees, or approximately 85% of the Debtors' workforce. The Debtors explored many paths in an attempt to address their liquidity concerns, including engaging professionals to explore a sale, pursuing a capital raise, and other strategic alternatives. However, when those efforts proved unsuccessful, the Debtors concluded that an expedited asset sale pursuant to section 363 of the Bankruptcy Code would best promote the interests of, and maximize value for, all stakeholders. When it became clear that an out-of-court transaction was unlikely to materialize, the Debtors pivoted toward negotiating the terms of a mutually agreeable in-court process, while simultaneously continuing to pursue all available out-of-court options. Thus, following additional arm's-length negotiations, the DIP Lenders agreed to provide the Debtors with $31.6 million in new money under the proposed DIP Facility. A Transaction Committee consisting of independent directors conducted an extensive review of both the terms and negotiation process of the proposed DIP Facility, and ultimately recommended that the board approve the proposed DIP Facility as being in the best interest of the Debtors. The Debtors applied the funds from the Prepetition Bridge Note largely towards severance obligations for the employees subject to the RIF and facilitate a smooth transition into bankruptcy. The Debtors are required under the DIP Credit Agreement to comply with these milestones: (a) No later than one calendar day after the Petition Date, the Debtors will file a motion, in form and substance reasonably acceptable to the Required Lenders, seeking approval on an interim and final basis of the DIP Facility and the Adequate Protection; (b) No later than three calendar days after the Petition Date -- or, to the extent such calendar day is not a Business Day, the next Business Day thereafter -- the Debtors will file a motion, in form and substance acceptable to the Required Lenders, seeking approval of bid procedures in respect of an Acceptable Sale Transaction for all or substantially all of the Debtors' assets that will include, among other things, notice and consent rights in favor of the Lenders for Asset Sales and going concern sales; (c) No later than five calendar days after the Petition Date, the Bankruptcy Court will enter the Interim Order; (d) No later 15 calendar days following the Petition Date, the Debtors will have filed an Acceptable Plan of Reorganization, an Acceptable Disclosure Statement and a motion to approve the Acceptable Disclosure Statement in form and substance acceptable to the Required Lenders; (e) No later than 25 calendar days following the filing of the Bidding Procedures Motion, the Bankruptcy Court will enter an order approving the Bidding Procedures Motion in form and substance acceptable to the Required Lenders; (f) No later than 30 calendar days after the Petition Date, the Bankruptcy Court will enter the Final Order; (g) No later than 30 calendar days following the Petition Date, the deadline for submission of non-binding indications of interest for some, all, or substantially all of the Debtors' assets will have occurred pursuant to the Bidding Procedures Order; (h) No later than 40 calendar days following the Petition Date, the deadline for submission of binding bids for some, all, or substantially all of the Debtors' assets will have occurred pursuant to the Bidding Procedures Order; (i) No later than 45 calendar days following the Petition Date, the Debtors will conduct an auction for some, all or substantially all of their assets pursuant to the Bidding Procedures Order; (j) No later than 50 calendar days following the Petition Date, the Bankruptcy Court will enter one or more orders approving the sale of some, all, or substantially all of the Debtors' assets, in each case in form and substance reasonably acceptable to the Required Lenders; (k) No later than 50 calendar days following the Petition Date, the Bankruptcy Court will enter the Disclosure Statement Order; (l) No later than 90 calendar days following the Petition Date, the Bankruptcy Court will enter the Confirmation Order; and (m) No later than 95 calendar days following the Petition Date, the Plan Effective Date will have occurred. The DIP Loan Parties have a critical need to obtain the DIP Financing and use the Prepetition Collateral, including Cash Collateral, in order to, among other things (a) permit the orderly continuation of the operation of their business, (b) maintain business relationships with vendors, suppliers and customers, including certain governmental entities, (c) make payroll, (d) make capital expenditures, (e) satisfy other working capital and operational needs and (f) fund expenses of the Chapter 11 Cases. As adequate protection, the Prepetition Secured Party is granted a valid, perfected replacement security interest in and lien upon all of the DIP Collateral and an allowed superpriority administrative expense claim. A copy of the order is available at https://bit.ly/3phtTkw from PacerMonitor.com. About Virgin Orbit Virgin Orbit Holdings, Inc (OTCMKTS: VORBQ) -- http://www.virginorbit.com/-- operates one of the most flexible and responsive space launch systems ever built. Founded by Sir Richard Branson in 2017, the Company began commercial service in 2021, and has already delivered commercial, civil, national security, and international satellites into orbit. Virgin Orbit's LauncherOne rockets are designed and manufactured in Long Beach, California, and are air-launched from a modified 747-400 carrier aircraft that allows Virgin Orbit Holdings, Inc., to operate from locations all over the world in order to best serve each customer's needs. Virgin Orbit Holdings, Inc., and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10405) on April 4, 2023. In the petition filed by Daniel M. Hart, as chief executive officer, Virgin Orbit reported total assets of $242,978,000 and total debt of $153,491,000 as of Sept. 30, 2022. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, and LATHAM & WATKINS LLP as counsel; DUCERA PARTNERS LLC as investment banker and financial advisor; and ALVAREZ & MARSAL NORTH AMERICA LLC as restructuring advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. The Debtors' indirect parent entity, Virgin Investments Limited, in its role as Lender and Administrative Agent and Collateral Agent, has retained Davis Polk & Wardwell LLP, FTI Consulting, Inc., and Morris, Nichols, Arsht & Tunnell LLP as advisors. VISTAM INC: Court OKs Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized Vistam, Inc. to use cash collateral on an interim basis in accordance with the budget and its agreement with the U.S. Small Business Administration. Pre-petition, on December 14, 2020, the Debtor executed a U.S. Small Business Administration Note, pursuant to which the Debtor obtained a COVID-19 Economic Injury Disaster Loan in the amount of $150,000. On January 3, 2022, the Debtor executed a First Modification of Note pursuant to which the Debtor increased the Original SBA Loan to a cumulative amount of $350,000. On February 23, 2022, the Debtor executed a Second Modification of Note, pursuant to which the Debtor increased the Modified SBA Loan to a final cumulative amount of $850,000. The terms of the Second Modified Note require the Debtor to pay principal and interest payments of $ 4,213 every month beginning 24 months from the date of the Second Modified Note over the 30-year term of the SBA Loan, with a maturity date of December 17, 2050. The SBA Loan has an annual rate of interest of 3.75% and may be prepaid at any time without notice or penalty. As of the Petition Date, the amount due on the SBA Loan was $893,161. As evidenced by a Security Agreement and subsequently the Amended Security Agreement executed on February 23, 2022 and a valid UCC-1 filing on December 28, 2020 as Filing Number U200039505522, the SBA Loan is secured by all tangible and intangible personal property. The Parties agreed that portions of the Personal Property Collateral constitute the cash collateral of the SBA. The SBA consents to the Debtor's continued use of cash collateral through and including July 1, 2023 for payment of the ordinary and necessary expenses as set forth in the budget. As adequate protection, retroactive to the Petition Date, the SBA will receive a replacement lien(s) that is deemed valid, binding, enforceable, non-avoidable, and automatically perfected, effective as of the Petition Date, on all postpetition revenues of the Debtor to the same extent, priority and validity that its lien attached to the Personal Property Collateral. The Debtor will remit adequate protection payments to the SBA in the amounts and terms as set forth in the applicable SBA Loan documents, with the first payment to be paid on or before May 14, 2023 in the amount of $4,213, and continuing until further order of the Court regarding interim and/or final use of cash collateral, or the entry of an order confirming the Debtor's plan of reorganization, whichever occurs earlier. The SBA will be entitled to a super-priority claim over the life of the Debtor's bankruptcy case, which claim will be limited to any diminution in the value of the SBA's collateral, pursuant to the SBA Loan, as a result of the Debtor's use of cash collateral on a post-petition basis. A hearing on the matter is set for May 30, 2023 at 1 p.m. A copy of stipulation is available at https://bit.ly/3NFzo70 from PacerMonitor.com. A copy of the order is available at https://bit.ly/42fiv7I from PacerMonitor.com. About Vistam Inc. Vistam Inc. is a provider of engineering and technical services. Vistam Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-12137) on April 10, 2022. In the petition filed by Desmond D'Souza, as member, the Debtor reported total assets of $695,107 and total liabilities of $1,082,731. The Honorable Bankruptcy Judge Neil W Bason oversees the case. Moriah Douglas Flahaut has been appointed as Subchapter V trustee. The Debtor is represented by Selwyn Whitehead, Esq. at Law Office of Selwyn D. Whitehead. VOYAGER DIGITAL: Investor Lawsuit Resumes After Chapter 11 Filing ----------------------------------------------------------------- David Minsky of Law360 reports that a Florida federal judge has restarted a proposed class action brought by a group of investors who've accused "Shark Tank" personality and entrepreneur Mark Cuban of fraud over luring them into purchasing cyptocurrency assets from Voyager Digital Ltd. after the company filed for bankruptcy last 2022. 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. In April 2023, Binance.US called off its deal to buy assets of bankrupt crypto lender Voyager Digital, citing a "hostile and uncertain regulatory climate." VPR BRANDS: Agrees With Safa Goods to Settle Patent Lawsuits ------------------------------------------------------------ VPR Brands, LP entered into a Litigation Resolution Agreement and Distributor License by and between the Company and Safa Goods LLC. The Company previously filed (i) a lawsuit in the United States District Court for the Southern District of Florida (Case No. 9:22-cv-81576-AMC) alleging trademark and patent infringement against Shenzhen Weiboli Technology Co. Ltd. and its U.S. master distributors of certain e-cigarette products, and (ii) related cases in the Southern District of Florida against the same defendants, affiliates of defendants, or other distributors of ELFBAR products and products branded using the Company's registered trademark ELF. Pursuant to the terms of the Agreement, the Company and Safa agreed to settle the Actions. Safa agreed to pay the Company, in 18 equal monthly installments, $5,300,197 based on the defendants' sales of infringing products and an additional $50,000 for the Company's attorneys' fees. The Company also granted to Safa a three-year license to the Company's registered trademark ELF and its U.S. patent number 8,205622 in the U.S. in exchange for payment of a royalty as follows: (i) 9% until Weiboli and the Weiboli affiliates resolve litigation with the Company, if existing or future licensed products is/was purchased by Safa from Weiboli; (ii) 4.5% following resolution of the Weiboli litigation; and (iii) 4.5% if purchased from ELF Brand LLC or other Company appointed suppliers to be determined. About VPR Brands Headquartered in Ft. Lauderdale, FL, VPR Brands, LP -- http://www.VPRBrands.com-- is company engaged in the electronic cigarette and personal vaporizer business. VPR Brands reported a net loss of $203,697 on $4.93 million of revenues for the year ended Dec. 31, 2022, compared to net income of $127,174 on $6.22 million of revenues for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $1.63 million in total assets, $3.95 million in total liabilities, and a total partners' deficit of $2.32 million. Los Angeles, California-based Kreit & Chiu CPA's LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 13, 2023, citing that the Company has an accumulated deficit of $10,418,696 and a working capital deficit of $1,938,476 at Dec. 31, 2022. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. WAWANESA GENERAL: A.M. Best Cuts Fin. Strength Rating to C++ ------------------------------------------------------------ AM Best has removed from under review with negative implications and downgraded the Financial Strength Rating (FSR) to C++ (Marginal) from B (Fair) and the Long-Term Issuer Credit Rating (Long-Term ICR) to "b+" (Marginal) from "bb" (Fair) of Wawanesa General Insurance Company (Wawanesa General) (San Diego, CA). The outlook assigned to the FSR is stable, while the outlook assigned to the Long-Term ICR is negative. The Credit Ratings (ratings) reflect Wawanesa General's balance sheet strength, which AM Best assesses as weak, as well as its marginal operating performance, limited business profile and marginal enterprise risk management. The rating downgrades reflect weakening in Wawanesa General's balance sheet strength assessment given an additional and large decline in policyholder surplus during fourth-quarter 2022, primarily driven by an inability to receive rate approval from the California Department of Insurance. This decline was a result of a downturn in operating performance, as the current inflationary environment and other factors drove an increase in loss costs. The weakened performance for full-year 2022 also was impacted significantly by the company's inability to secure adequate rate increases from California's Department of Insurance. Results also have been impacted negatively by $59.3 million in adverse reserve development due to factors experienced across the industry. Despite management initiatives to de-risk the balance sheet related to equity exposure, investment risk relative to capital has increased given the decline in policyholder surplus, below-investment-grade bonds now comprise approximately 32% of surplus at Dec. 31, 2022. The significant downturn in Wawanesa General's operating performance from the underwriting losses occurring in the latter half of 2022 has weakened the company's capital position. The company has experienced regulatory rate issues, which are occurring in the California auto market, and it continues to be impacted by a higher frequency and severity of claims and inflation. Although the company has received an approved rate increase of roughly 39%, the balance sheet in the near term will still contract due to operating losses, which are not expected to reverse until late 2023. The Long-Term ICR outlook also reflects AM Best's concerns with the company's ability to manage its risk capabilities around product, underwriting and reserve risks, which were magnified by the concentration of auto risk within the California marketplace and a challenging regulatory environment. WHITE RABBIT: Wins Cash Collateral Access Thru June 1 ----------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington at Vancouver authorized White Rabbit Ventures, Inc., dba Matrix Roofing, and Home Solutions dba Matrix Roof+Home to use cash collateral on a further interim basis in accordance with the budget, through June 1, 2023. The U.S. Small Business Administration is granted a replacement lien in the Debtor's postpetition assets, to the same extent, validity, and priority it had in the Debtor's prepetition assets, excluding any security interests in avoidance actions pursuant to Sections 506(c), 544, 545, 547, 548, and 549 of the Bankruptcy Code, and without prejudice to the ability of the Debtor or its creditors to contest the amount, validity and priority of the replacement lien. The authority to continue using cash collateral granted under the Order will not expire until June 1, 2023, entry of a 17th interim order authorizing continued use of cash collateral, or entry of a final order authorizing continued use of cash collateral, whichever is later. A continued telephonic hearing on the matter is scheduled for June 1 at 9 a.m. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3p6TJI0 from PacerMonitor.com. The Debtor projects $198,068 in costs for May 2023. About White Rabbit Ventures, Inc. White Rabbit Ventures, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-40173) on February 14, 2022. In the petition signed by Wendy J. Marvin, chief executive officer, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Mary Jo Heston oversees the case. Geoffrey Groshong, Esq., at Groshong Law PLLC is the Debtor's counsel. WICKAPOGUE 1 LLC: Seeks Cash Collateral Access ---------------------------------------------- Wickapogue 1 LLC 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 requires the use of cash collateral to pay ordinary expenses. The bankruptcy filing was precipitated by the Debtor's default on its debt to Blue Castle (Cayman) Ltd. Prior to the Filing Date, the Lender's predecessor-in-interest loaned the Debtor the aggregate original principal amount of $5.750 million, which was comprised of: (i) a loan in the original principal amount of $3.250 million, and (ii) a building loan in the original principal amount of up to $2.5 million. The indebtedness for the Land Loan is evidenced by the Amended and Restated Mortgage Note, dated February 7, 2020, executed by the Debtor, in favor of Original Lender, in the original principal amount of $3.250 million. As of the Filing Date, the Debtor was indebted to the Lender in the amount of not less than $7.560 million, plus accrued and unpaid costs and expenses including without limitation, attorneys' fees and disbursements. On September 9, 2022, the Lender commenced a foreclosure action in the U.S. District Court, Eastern District of New York. Before the Filing Date, the Lender made protective advances under prepetition Loan Documents in the amount of $20,760 into an escrow account in trust for Wickapogue 1, LLC which funds have now been transferred into a Debtor-in-Possession account at TD Bank to fund the administrative advances in the case. The liens on and security interests in the Prepetition Collateral granted to the Lender under the Prepetition Loan Document are valid, continuing, perfected, enforceable and non- avoidable senior liens and security interests, subject to and subordinated only to tax liens held by the Town of Southampton and Village of Southampton in the approximate aggregate amount of $67,475. As of the Petition Date, the secured claims held by the Lender against the Debtor totaled the aggregate sum of $7.560 million. To adequately protect the Lender for the cash collateral, the Debtors will grant the Lender customary protections including replacement liens and regular reporting. A telephonic hearing on the matter is set for May 22, 2023 at 10 a.m. A copy of the motion is available at https://bit.ly/3LJhSvM from PacerMonitor.com. About Wickapogue 1 Wickapogue 1, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-71048) on March 28, 2023, with $10 million to $50 million in both assets and liabilities. David Goldwasser, chief restructuring officer of Wickapogue 1, signed the petition. Judge Robert E. Grossman oversees the case. Jason A. Nagi, Esq., at Offit Kurman, P.A. represents the Debtor as counsel. YC RIVERGOLD: Court OKs Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Alaska authorized YC Rivergold Hotel, LLC to use cash collateral on an emergency basis, solely to the extent necessary to satisfy the May 5, 2023 payroll obligations set forth with more specificity in the Court's Order Granting Debtor's Emergency Motion For Order Authorizing Debtor To Pay Prepetition Wages and Honor Employee Benefit Policies. The Debtor requires the use of cash collateral to continue its ongoing operations in the ordinary course of business. Public records reflect that (i) real property and UCC liens and security interests have been filed and recorded against the Debtor's real and personal property by Wells Fargo Bank, National Association, as Trustee for the benefit of the registered holders of UBS Commercial Mortgage Trust 2018-C14, Commercial Mortgage PassThrough Certificates, Series 2018-C14, as successor in interest to UBS AG, and (ii) a UCC security interest has been filed against the Debtor's personal property by the United States Small Business Administration. As adequate protection, the Secured Party is granted a replacement lien and security interest in the Debtor's postpetition property and assets of the same kind, type, and nature as the prepetition collateral that are acquired after the Petition Date and in the same order and priority, and with the same validity, as Secured Party's prepetition liens and security interests. To the extent of any diminution in value ultimately due to the limited cash collateral use not otherwise protected by the replacement lien granted herein, each Secured Party will be granted and retain its rights under 11 U.S.C. section 507(b). The Postpetition Liens and 507(b) Claims constitute adequate protection of each Secured Party's interest in the prepetition collateral solely for purposes of the limited use of cash collateral authorized by the Order. Wells Fargo Objects Wells Fargo Bank, National Association, as Trustee for the benefit of the Registered Holders of UBS Commercial Mortgage Trust 2018-C14, Commercial Mortgage PassThrough Certificates, Series 2018-C14, contends the Cash Collateral Motion lacks the necessary specificity to allow the Secured Lender to analyze the Debtor's request to use the Secured Lender's cash collateral, and determine whether the proposed use of cash collateral is necessary to avoid immediate and irreparable harm during the interim period. Wells Fargo says it is not requesting adequate protection payments during the interim period, although it reserves the right to do so in subsequent interim or final orders. However, the Secured Lender does not consent to the Debtor's use of cash collateral for the interim period, unless the following adequate protection is provided: (1) a weekly budget which provides more specific categories of expenses; (2) weekly true-ups of the budget comparing actual to budget amounts; (3) compliance with the reporting requirements in the Loan Documents; (4) payment of tax and insurance escrows; and (5) Wells Fargo access to the hotel property to perform an inspection and appraisal. "These are basic requirements that every debtor in a chapter 11 case should comply with, especially in this case, where the Debtor has transferred substantial sums of money to insiders and affiliates," Wells Fargo said. According to Wells Fargo, it has at least a $21.4 million lien on substantially all of the Debtor's assets, including cash. The Debtor claims the hotel is "healthy and profitable" and the Debtor is cash flow positive. However, the events leading up to this bankruptcy case tell a different story, the lender points out. The Debtor has not made a single debt service payment since April 2020. Additionally, the Debtor has failed to pay insurance premiums and taxes, forcing the Secured Lender to advance $422,390.60 for the payment of these expenses. Even worse, prior to and during this time that the Debtor refused to pay the Secured Lender and necessary expenses to protect its collateral, upon information and belief, the Debtor transferred in excess of $11 million dollars to insiders or affiliates. Attorneys for Wells Fargo: Michael J. Parise, Esq. Michael B. Baylous, Esq. LANE POWELL LLC 1600 A Street, Suite 304 Anchorage, Alaska 99503-2648 Telephone: 907-264-3322 907-264.3303 Email: parisem@lanepowell.com baylousm@lanepowell.com - and - Jerry L. Switzer, Jr., Esq. Nathan B. Grzegorek, Esq. POLSINELLI PC 150 North Riverside Plaza, Suite 3000 Chicago, IL 60606 Telephone: 312-873-3626 312-463-6228 Facsimile: 312-893-2005 Email: jswitzer@polsinelli.com ngrzegorek@polsinelli.com chicagodocketing@polsinelli.com - and - Robert P. Charbonneau, Esq. Jesse R. Cloyd, Esq. Agentis PLLC 55 Alhambra Plaza, Suite 800 Coral Gables, FL 33134 Telephone: 305-722-2002 Email: rpc@agentislaw.com jrc@agentislaw.com A copy of the order is available at https://bit.ly/3McK8J3 from PacerMonitor.com. About YC Rivergold Hotel LLC YC Rivergold Hotel LLC is part of the traveler accommodation industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Alaska Case No. 23-00072) on April 29, 2023. In the petition signed by Baldev Johal, special bankruptcy officer of YC Rivergold Holtel, LLC and managing member of YC Rivergold Hotel MM, LLC, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Gary Spraker oversees the case. Austin K. Barron, Esq., at Step Two Law, represents the Debtor as legal counsel. YC RIVERGOLD: Four Points by Sheraton Juneau Owner in Chapter 11 ---------------------------------------------------------------- YC Rivergold Hotel LLC filed for Chapter 11 protection in the District of Alaska. The Debtor owns and operates the 106-room Four Points by Sheraton Juneau, which recently appraised for $24.5 million. The Hotel is the highest tier nationally-branded lodging in Southeast Alaska, and it employs dozens of people while providing an irreplaceable service to the communities and economies of Juneau and Alaska. The Debtor is balance sheet solvent, hotel operations are healthy and profitable, and the Debtor has not-insignificant cash reserves. Unfortunately, the Debtor's mortgage with Wells Fargo1 was accelerated in 2021, and despite three years of effort and a year of state court litigation, the Debtor has been unable to negotiate a workout of the loan or even obtain even a single cure or deacceleration proposal from Wells Fargo to bring the loan back into compliance. Wells Fargo also asserts the right to millions of dollars in fees that do not appear enforceable under the loan documents, it has vigorously pursued appointment of a facially unqualified receiver over the Hotel, and it is also improperly withholding approximately $2.7 million in cash receipts from operations at the Hotel in a lockbox account maintained for one of the Debtor's affiliates (the Baranof, also located in Juneau). While the Debtor does not need immediate access to those missing funds to maintain profitable operations or otherwise fund this bankruptcy, determining the rights to those funds is important in the longer term because the Debtor will have to fund impending construction projects at the Hotel as required by the Debtor's franchisor. In light of the foregoing, the Debtor has filed this bankruptcy in an effort to marshal its assets, and to liquidate and restructure its obligations in a fair, equitable, and transparent manner, all while preserving value and continuing to provide valuable services to the Juneau and Alaska economies. About YC Rivergold Hotel YC Rivergold Hotel LLC owns and operates the 106-room Four Points by Sheraton Juneau, which recently appraised for $24.5 million. YC Rivergold Hotel LLC sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ala. Case No. 23-00072) on April 29, 2023. In the petition filed by Baldev Johal, special bankruptcy officer of YC Rivergold Holtel, LLC and managing member of YC Rivergold Hotel MM, LLC (managing member of Debtor), the Debtor reported assets and liabilities between $10 million and $50 million each. The petition states that funds will be available to unsecured creditors. The Honorable Bankruptcy Judge Gary Spraker oversees the case. The Debtor is represented by: Austin Barron, Esq. Step Two Law 5851 Virginia Street c/o Baldev Johal, ATTN: Aly Leon Reno, NV 89502 YELLOW CORP: Incurs $54.6 Million Net Loss in First Quarter ----------------------------------------------------------- Yellow Corporation has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $54.6 million on $1.15 billion of operating revenue for the three months ended March 31, 2023, compared to a net loss of $27.5 million on $1.26 billion of operating revenue for the three months ended March 31, 2022. As of March 31, 2023, the Company had $2.15 billion in total assets, $639.5 million in total current liabilities, $1.47 billion in long-term debt, $137.6 million in pension and postretirement, $91.6 million in operating lease liabilities, $250.1 million in claims and other liabilities, and a total shareholders' deficit of $436.6 million. "The soft demand environment during the first quarter was similar to the slowing pace we experienced late last year," said Darren Hawkins, chief executive officer. "The daily shipment count remained steady from January through March without the typical seasonal uplift in demand in the second half of the quarter. However, year-over-year pricing continued to improve despite following exceptionally strong growth a year ago. "Our results for the quarter were impacted by some remaining costs associated with the execution of Phase One, and planning and preparation for Phase Two of the network optimization and transition to a super-regional carrier. Phase One consisted of approximately 20% of the network and was successfully implemented in the western United States in 2022. Customers are seeing the benefits of Phase One with an improvement in the percentage of shipments going out for delivery before 9:00 a.m. and a reduction in missed pick-ups. Phase Two will consist of legacy YRC Freight, Holland and New Penn terminals in the Midwest, Northeast and Southeast, and covers approximately 70% of the network. We plan to provide an update on Phase Two once an implementation date has been determined. It is imperative that we complete our One Yellow strategy, which will strengthen the Company, protect 22,000 union jobs and ensure that our customers are well cared for and receive the range of services that today's market demands. Phase One is a success and we continue to work with the International Brotherhood of Teamsters to determine the best path forward to implement Phase Two, and then turn our focus on refinancing the capital structure," concluded Hawkins. Liquidity and Capital Expenditures Update * The Company's available liquidity, which is comprised of cash and cash equivalents and Managed Accessibility (as detailed in the supplemental information provided below) under its ABL facility, was $167.5 million as of March 31, 2023, compared to $276.9 million a year ago. * The Company's outstanding debt was $1.509 billion as of March 31, 2023, compared to $1.607 billion as of March 31, 2022. * On January 3, 2023, the Company paid the remaining $66.0 million outstanding balance of its Contribution Deferral Agreement notes in compliance with the terms of the agreement. * For the three months ended March 31, 2023, cash provided by operating activities was $12.6 million compared to cash used of $33.5 million in 2022. * In first quarter 2023, the Company invested $29.6 million in capital expenditures. This compares to $36.4 million in first quarter 2022. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/716006/000095017023017145/yell-20230331.htm About Yellow Corporation Yellow Corporation -- www.myyellow.com -- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corp reported a net income of $21.8 million in 2022, a net loss of $109.1 million in 2021, a net loss of $53.5 million in 2020, and a net loss of $104 million in 2019. [*] Subchapter V Bankruptcy Filings Rose 81% Y/Y in April 2023 -------------------------------------------------------------- Monitor Daily reports that small business bankruptcy filings, captured as Subchapter V elections within Chapter 11, increased 81% to 157 in April from 87 in April 2022, according to data provided by Epiq Bankruptcy. All Chapter 11 filings increased 32% in April to 277 from the 210 filings in April 2022. Overall commercial filings increased slightly in April to 1,820 from 1,785 in April 2022. According to Epiq, the year-over-year increase in Subchapter V elections reflects statutory developments that took place last year. The $7.5 million debt eligibility limit established by the CARES Act of 2020 (and renewed annually by subsequent laws) sunset in late March 2022 back to the $2,725,625 level established by the Small Business Reorganization Act of 2019, which led to a drop in Subchapter V elections in April and May 2022. The Bankruptcy Threshold Adjustment and Technical Corrections Act was then enacted in June 2022 to restore the debt eligibility limit for small businesses back to $7.5 million while also increasing the debt limit for individual Chapter 13 filings to $2.75 million and removing the distinction between secured and unsecured debt for that calculation. The increased eligibility limits for both Subchapter V and Chapter 13 are currently set to sunset on June 21, 2024. The American Bankruptcy Institute has formed a Subchapter V task force to study small business reorganizations and make recommendations in a report to be released in April 2024. "As small businesses employ millions of Americans and individual spending is a key driver of our economy, maintaining an established path to reorganizing debts in bankruptcy is key,” Amy Quackenboss, executive director of the ABI, said. “I look forward to the work of ABI’s Subchapter V task force in identifying ways we can improve eligibility for a financial fresh start for businesses and individuals." Total U.S. bankruptcy filings in April (35,479) were up 9% compared with April 2022's total of 32,530. Individual bankruptcy filings of 33,659 in April were 10% higher than in April 2022 (30,745). The number of individual filings for Chapter 13 increased 14% to 13,404 in April from the 11,730 filings in April 2022. April's total bankruptcy filings represented decreases in all filing categories compared with March. Total filings were down 9% when compared to the 39,056 total filings recorded in March and total individual filings for April represented a 10% decrease from the March individual filing total of 36,881. The commercial filing total represented a 16% drop from the March commercial filing total of 1,820. All Chapter 11 filings decreased 28% from the 434 filings recorded in March. Subchapter V elections within Chapter 11 decreased 5% from 165 in March, and individual Chapter 13 filings decreased 7% from the 14,403 filings reported in March. Epiq also reported that for the first time since April and May of 2019, 2023 has featured back-to-back months with more new cases filed than cases closed, as in April, 3,861 more cases opened than closed and in March, 4,540 more cases opened than closed. "We have also been tracking the monthly number of new cases versus closed cases trend closely as another indicator on where the new filing market is heading," Gregg Morin, vice president of business development and revenue for Epiq Bankruptcy, said. "The last time there were four consecutive months in a row of more new cases was back in early 2012 and the last time there was an annual positive delta was 2010." ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2023. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. 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