/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230519.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, May 19, 2023, Vol. 27, No. 138 Headlines 7 CAMPUS NJ: 3-Story Office Set for Virtual Auction on Aug. 8 AAD CAPITAL: Affiliate Taps Larry Schedler as Real Estate Broker ADINA 74 REALTY: Taps The Corcoran Group as Real Estate Broker AGOGIE INC: Taps Dickinson Wright as Special Counsel ALLEGIANCE COAL: $5MM in New Money Loan Has Final OK ALLIED HEALTHCARE: Gets Interim OK to Hire Financial Advisor ALLIED HEALTHCARE: Gets Interim OK to Tap Broker/Investment Banker ALLIED HEALTHCARE: Gets Interim OK to Tap Spencer Fane as Counsel AMO TX 1: Seeks to Hire Eric Liepins as Bankruptcy Counsel ASHLAND INC: Moody's Assigns 'Ba1' CFR, Outlook Stable ASTRALABS INC: Shutting Down Amid Chapter 11 Case, Takeover Attempt AT HOME GROUP: S&P Downgrades ICR to 'SD' on Distressed Exchange AUDACY INC: S&P Lowers ICR to 'CCC-' on Restructuring Risk AUGUST LILLY: Seeks to Hire Bruner Wright as Bankruptcy Counsel BED BATH & BEYOND: Leases for Auction for Court Approval BLOCKFI INC: Says Liquidation the Ideal Way to Repay Clients BLUE DOLPHIN: Posts $16.75 Million Net Income in First Quarter BLUE LIGHTNING: Seeks to Hire Sabrina Hill as Accountant BLUE LIGHTNING: Seeks to Hire Spector & Cox as Legal Counsel BRAINERD INDUSTRIES: Court OKs Final Cash Collateral Access BROOKWOOD VILLAGE: Case Summary & Two Unsecured Creditors CAREERBUILDER LLC: S&P Downgrades ICR to 'SD' on Loan Extension CHAMPIONX CORP: S&P Upgrades ICR to 'BB+' on Debt Reduction CHRIS PETTIT: Trustee Taps Mastrogiovanni as Special Counsel CHRIS PETTIT: Trustee Taps Wick Phillips Gould as New Counsel CINEMARK HOLDINGS: S&P Upgrades ICR to 'B+' on Box Office Recovery CLIENT FIRST: Seeks to Hire Berkowitz Pollack Brant as Accountant COCOMOES LLC: Court OKs Final Cash Collateral Access CORONET CERAMICS: Taps Ballstaedt Law Firm as Bankruptcy Counsel CROSSROAD REALTY: Taps Lester Korinman Kamran & Masini as Counsel DEYO ENTERPRISES: Taps Law Office of James J. Rufo as Counsel DIAMOND ELITE: Gets OK to Hire Osborn Maledon as Legal Counsel DIOCESE OF ALBANY: Tort Committee Taps Stinson as Legal Counsel DIOCESE OF SAN DIEGO: To File for Chapter 11 Bankruptcy in November E-B DISPLAY COMPANY: Seeks $960,000 DIP Loan from Westfield EAGLE PROPERTIES: Taps SC&H as Financial Advisor and Accountant EASTGATE WHITEHOUSE: Has Deal on Cash Collateral Access ENVISION HEALTHCARE: King Street, SVPGlobal Are Major Creditors ENVISION HEALTHCARE: Seeks Chapter 11 Bankruptcy to Cut Debt EXTREME CLEAN: Seeks to Tap O'Brien Law Firm as Bankruptcy Counsel FIVE64 LLC: $650,000 DIP Loan from Cartwheel Has Final OK FIVE64 LLC: Taps Munsch Hardt Kopf & Harr as Bankruptcy Counsel FTX GROUP: Former Official Gets Approval to Sue Celebrities GHOST TRAIN: Gets OK to Hire C. Taylor Crockett as Legal Counsel GOBO LTD: Taps Associates Realty to Sell Ohio Properties GULFPORT ENERGY: S&P Affirms 'B' ICR, Outlook Stable HCC CATERERS: Kelly's Restaurants File for Chapter 11 for 2nd Time HERTZ CORP: Stockholders File Suit Over Controller's Free Ride HORIZON THERAPEUTICS: FTC Lawsuit No Impact on Moody's Ba1 Rating HYLIFE FOODS: Losing $6 Million Every Month While in Chapter 11 HYRECAR INC: Getaround to Buy Rival for $9.5 Million IMV INC: Canadian Court Sets July 31, 2023 Claims Bar Date INSYS THERAPEUTICS: Trustee Seeks to Stop Insurance Coverage Suit JAJE ONE: Unsecured Creditors to Recover 100% in 36 Months JUSTICE SAND: Seeks to Tap The Lane Law Firm as Bankruptcy Counsel KEYSTONE GAS: Amends Administrative Claims Pay Details LARRY BARBER: Seeks to Hire Bush Ross as Bankruptcy Counsel LEGACY CARES: Gets OK to Hire Papetti as Special Counsel LEGACY CARES: Taps Miller Buckfire & Co. as Investment Banker LEGACY CARES: Taps Warner Angle Hallam Jackson as Legal Counsel LITTLE K'S LANDSCAPING: Taps Joseph J. D'Agostino, Jr. as Counsel LITTLE ROAD: Voluntary Chapter 11 Case Summary LOTTOMATICA SPA: S&P Rates New EUR1,115MM Sr. Secured Bond 'BB-' LTL MANAGEMENT: Talc Victims Want to Sue J&J Over Voided Deal MAYBERRY FUNERAL: Seeks to Hire James Patterson as Legal Counsel MEDICAL CENTER: Lender Seeks to Prohibit Cash Collateral Access MOUNTAIN EXPRESS: Seeks to Hire Lugenbuhl as Litigation Counsel NAKED RIVER: Wins Final Cash Collateral Access NATIONAL CINEMEDIA: June 26 Disclosure Statement & Plan Hearing Set NATIONAL CINEMEDIA: Seeks to Hire Paul Weiss as Bankruptcy Counsel NATIONAL CINEMEDIA: Seeks to Hire Porter Hedges as Local Counsel NATIONAL CINEMEDIA: Taps FTI Consulting as Financial Advisors NATIONAL CINEMEDIA: Taps Latham & Watkins LLP as Special Counsel NATIONAL CINEMEDIA: Taps Lazard Freres & Co. as Investment Banker NEW JERUSALEM: Seeks to Hire Teel & Gay as Bankruptcy Counsel PACIFIC POURHOUSE: Seeks to Hire Ryan C. Wood as Legal Counsel PLOURDE SAND: Gets OK to Tap Greenridge as Financial Consultant PRECAST LLC: Court OKs Cash Collateral Access Thru July 31 RESOLUTE INVESTMENT: S&P Lowers ICR to 'B-' on Refinancing Risk RFS INVESTMENT: Taps Realty One Group Gold as Real Estate Agent ROMAN CATHOLIC BISHOP OF OAKLAND: Taps Kurtzman as Claims Agent ROXBY DEVELOPMENT: Federal Attorneys Expect Case Dismissal SNINFOTECH CORP: Court OKs Interim Cash Collateral Access SNINFOTECH CORP: Seeks to Hire Troutman Law Firm as Counsel SOUTHERN HERITAGE TIMBER: Seeks Cash Collateral Access SPINE GROUP: Seeks to Hire Joyce W. Lindauer as Bankruptcy Counsel SUMMIT RESTAURANT: Gets $11.7M Bid for 73 Hardee's Restaurants SURGEPOWER MATERIALS: Trustee Seeks to Hire Financial Advisor SURGEPOWER MATERIALS: Trustee Taps Husch Blackwell as Counsel SVB FINANCIAL: Says FDIC Has No Right to Hold Tax Refunds TGPC PROPERTIES: Gets OK to Hire Engelman Berger as Legal Counsel TIMBERSTONE 4038T: Taps Hanson Bridgett as Special Counsel TUESDAY MORNING: Files Emergency Bid to Use Cash Collateral UNISYS CORP: S&P Alters Outlook to Negative, Affirms 'B+' ICR US ACUTE CARE: S&P Alters Outlook to Stable, Affirms 'B-' ICR VENATOR MATERIALS: Case Summary & 30 Largest Unsecured Creditors VENATOR MATERIALS: Enters Chapter 11 With Prepackaged Plan VENATOR MATERIALS: Unsecureds be Paid in Full or be Reinstated VENTURE GLOBAL: S&P Assigns 'BB-' Long-Term ICR, Outlook Stable VINTAGE WEST: Taps Collins Law Offices as Bankruptcy Counsel VIRGIN ORBIT: Affiliate Taps Vinson & Elkins as Board's Counsel VIRGIN ORBIT: Postpones Bid Submission Deadline to May 19 VIRGIN ORBIT: Seeks to Hire KPMG as Tax Services Provider VIVO TECHNOLOGIES: Gets Court Approval to Hire Bankruptcy Counsel WHITESTONE BREWERY: Seeks Cash Collateral Access Thru June 16 WWMAJ SYSTEMS: Case Summary & 19 Unsecured Creditors [*] Pittsburgh Sees 100 More Corporate Bankruptcy Filings in Q1 [] 7 Firms File for U.S. Bankruptcy in One Day as Credit Tightens [^] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace ********* 7 CAMPUS NJ: 3-Story Office Set for Virtual Auction on Aug. 8 ------------------------------------------------------------- Hilco Real Estate, on behalf of IRP Fund II Trust 1B ("secured party"), offers for sale at public auction to be held virtually on Aug. 8, 2023, at 11:00 a.m. Easter Time, 100% of the limited liability company membership interests in 7 Campus NJ LLC ("borrower") pledged by 7 Campus NJ Members LLC ("member") to secured party. The borrowers is the owner of a 3-story office located at 7 Campus Drive, Parsippany-Troy Hills, Township, Morris County, New Jersey, as well as related and personal property interests ("property"). The secured party holds a loan to the borrower secured by, among other things, a first priority lien on the interests pledged by the member. The secured party is offering the interests for sale in connection with the foreclosure on the pledge of such interests. The amount of the secured obligations owed to the secured party is in excess of $13.6 million. Further information concerning the interests, the requirements for obtaining information and bidding on the interests and terms of sale are available upon request: Jonathan Cuticelli Hilco Real Estate Tel: (203) 561-8737 Email: jcuticelli@HilcoGlobal.com AAD CAPITAL: Affiliate Taps Larry Schedler as Real Estate Broker ---------------------------------------------------------------- Market Street Shreveport, LLC, an affiliate of AAD Capital Partners, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Larry G. Schedler & Associates, Inc. as its real estate broker. The firm will render these services: (a) prepare marketing sales materials to furnish to prospective purchasers; (b) negotiate the business terms of any purchase and sale agreement on behalf of the Debtor and in its best interest, subject to its review and final approval; (c) research and respond to all inquiries relating to the sale of the Market Street property; (d) show the property to prospective purchasers; (e) solicit offers for the property; (f) assist the Debtor in evaluating any offers received from prospective purchasers; and (g) provide regularly written updates to the Debtor on the marketing effort and the status of any discussions with any prospective purchasers. Market Street agrees to pay the firm a base real estate commission of 3 percent of the total gross accepted selling price, in cash or certified funds at closing. If the property does not sell for any reason, Market Street shall pay to the firm $5,000 for its marketing effort and expenses. Larry Schedler, a principal at Larry G. Schedler & Associates, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Larry G. Schedler Larry G. Schedler & Associates, Inc. 825 Camp Street New Orleans, LA 70130 Telephone: (504) 836-5222 Email: Larry@larryschedler.com About AAD Capital Partners AAD Capital Partners, LLC, doing business as Peachtree Battle Business Services, is a domestic limited liability company. AAD Capital Partners and its affiliate, Market Street Shreveport, LLC, filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 22-58223) on Oct. 12, 2022. At the time of the filing, the Debtors reported between $10 million and $50 million in both assets and liabilities. Judge James R. Sacca oversees the cases. The Debtors are represented by Scroggins & Williamson, P.C. and Faegre Drinker Biddle & Reath, LLP. Arena Limited SPV, LLC, a secured creditor, is represented by Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP and R. Joseph Naus, Esq., at Wiener, Weiss & Madison, a Professional Corporation. ADINA 74 REALTY: Taps The Corcoran Group as Real Estate Broker -------------------------------------------------------------- Adina 74 Realty Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ The Corcoran Group as its real estate broker. The Debtor requires a broker to assist in the sale of its real property located at 6 East 74th Street, New York. The broker will receive a commission in the amount of 5 percent of the gross sale proceeds. Carrie Chiang, a real estate agent at The Corcoran Group, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Carrie C. Chiang The Corcoran Group 590 Madison Avenue New York, NY 10022 Telephone:(212) 355-3550 Email: ccc@corcoran.com About Adina 74 Realty Corp. Adina 74 Realty Corp. is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). Adina 74 Realty Corp. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-11458) on Nov. 2, 2022, with $10 million to $50 million in assets and $1 to $10 million in liabilities. Ezra Chammah, president of Adina 74 Realty, signed the petition. Judge John P. Mastando III oversees the case. The Debtor tapped Dawn Kirby, Esq., at Kirby Aisner & Curley, LLP as legal counsel and Jay H. Goldstein CPA as accountant. AGOGIE INC: Taps Dickinson Wright as Special Counsel ---------------------------------------------------- Agogie, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Dickinson Wright, PLLC as special counsel. The firm's services include: a. prosecuting U.S. and foreign patent applications to protect intellectual property of the Debtor's products; b. prosecuting and maintaining U.S. and foreign trademark applications and registrations to protect the trademarks of the Debtor; and c. providing general corporate work to Debtor as needed in the normal course of business. The firm will be paid at these rates: Partners $495 per hour Associates $375 per hour Paralegals $225 per hour Jeffrey Kass, Esq., a partner at Dickinson Wright, disclosed in a court filing that his firm is a "disinterested person" accoridng to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey H. Kass, Esq. Dickinson Wright, PLLC 1850 North Central Avenue, Suite 1400 Phoenix, AZ 85004 Tel: (602) 285-5000/(303) 723-8403 Fax: (844) 670-6009 Email: JKass@dickinson-wright.com About Agogie Inc. Agogie, Inc. designs and manufactures resistance integrated clothing for the sports performance, fitness, and athleisure industries. The company is based in Saint Louis, Mo. Agogie sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10215) on Feb. 17, 2023, with as much as $1 million in both assets and liabilities. Judge J. Kate Stickles oversees the case. The Debtor tapped Kasen & Kasen, P.C. as bankruptcy counsel and Dickinson Wright, PLLC as special counsel. ALLEGIANCE COAL: $5MM in New Money Loan Has Final OK ---------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Allegiance Coal USA Ltd and its debtor-affiliates to use cash collateral and obtain postpetition financing on a final basis following a hearing on May 16. Pursuant to the DIP Facility, the Debtor was authorized to borrow an aggregate principal amount not to exceed $2.5 million on an interim basis and the maximum principal amount not to exceed $5 million in new money advances, on a final basis. Specifically, the DIP Facility consisted of: (a) $1.3 million in new money to be made available in a single draw in accordance with the Approved Budget on the Interim Closing Date; (b) $700,000 in new money to be made available in a single draw at the end of the week ending April 28, 2023, in the Approved Budget, subject to compliance with the Approved Budget and case milestones; (c) $3 million in new money to be made available on and after the Final Closing Date as follows: (i) $500,000 at the end of the week ending June 2, 2023, (ii) $1.5 million at the end of the week ending June 9, 2023, and (iii) $1 million at the end of the week ending June 16, 2023, in the Approved Budget, subject to compliance with the Approved Budget and the Case Milestones; and (d) Subject to entry of the Final Order, a roll-up of up to $5 million on a dollar-for-dollar basis with any new money actually advanced by the DIP Lender to the Debtors under the DIP Facility. Collins St Convertible Notes Pty Ltd, as trustee for The Collins St Convertible Notes Fund, serves as DIP Agent. Collins, also as Prepetition Noteholder, Cline Mining Corporation and Warrior Met Coal Land, LLC, each hold an interest in the cash collateral. The Debtors are required to comply with these milestones: (a) No later than five business days after entry of the Interim Order, the Debtors will have filed a motion with the Bankruptcy Court seeking approval of the procedures for the Transaction on terms acceptable to the DIP Lender. (b) No later than 21 days after entry of the Interim Order, the Bankruptcy Court will enter the Final Order. (c) No later than 21 days after the Debtors file the motion, the Bankruptcy Court will have entered an order approving the proposed Transaction procedures. (d) No later than 60 days after entry of the Interim Order will be the deadline for initial indications of interest. (e) No later than 65 days after entry of the Interim Order will be the deadline for the submission of Qualified Bids. For the avoidance of doubt, a Qualified Bid may include a proposal for a sale of substantially all of the Debtors' assets or a refinancing or recapitalization transaction sufficient to satisfy the obligations under the DIP Facility and the Prepetition Note Agreement in full and in cash. (f) No later than 70 days after entry of the Interim Order, an auction will be conducted if there is more than one Qualified Bid. (g) No later than 80 days after entry of the Interim Order, the Bankruptcy Court will have entered an order approving the Transaction. (h) No later than 90 days after entry of the Interim Order, the consummation of (i) the Transaction, or (ii) more than one Transaction will have occurred. Debtor Allegiance Coal USA Limited and non-debtor Allegiance Coal Limited are parties to the Deed of Variation, dated August 12, 2022, that amends and restates a Convertible Note Agreement, dated May 24, 2022, by and between Allegiance USA and AHQ, on the one hand, and Collins St Convertible Notes Pty Ltd, as trustee for The Collins St Convertible Notes Fund, on the other hand. The Debtors and AHQ are parties to the Guaranty and Security Agreement dated May 24, 2022, as amended, in favor of the Prepetition Noteholder, on account of the Debtors' use of cash collateral and any diminution in value of the Prepetition Noteholder's interests in the Prepetition Collateral. As of the Petition Date, the Debtors are indebted to the Prepetition Noteholder in the aggregate principal amount of A$42.857 million under the Prepetition Note Agreement, plus accrued and unpaid interest, fees, and expenses. As adequate protection, the Prepetition Noteholder is granted the following adequate protection for, and equal in amount to, the diminution in the value of the prepetition security interests of the Prepetition Noteholder securing the Prepetition Note Obligations: (a) Adequate Protection Liens. Effective and perfected as of the date of entry of the Interim Order, replacement security interests in and liens on the collateral securing the Prepetition Note Obligations. The adequate protection liens will be subordinated only to the Carve-Out, the DIP Liens and Permitted Liens; (b) Super-Priority Claim. To the extent of any diminution in value of the Prepetition Note Security Interests, a superpriority administrative expense claim, which will be immediately junior to the Carve-Out, the DIP Superpriority Claim, and senior to all other administrative expense claims; and (c) The Prepetition Noteholder may pay interest at the default rate using the Interest Funds (to the extent not advanced as DIP Loans hereunder) in accordance with the terms of the Prepetition Note Agreement. Warrior Met Coal Land is granted the following adequate protection for, and equal in amount to, the diminution in the value of its interests in the cash collateral: (a) Adequate Protection Liens. Effective and perfected as of the date of entry of the Interim Order, replacement liens on the WM Prepetition Collateral; and (b) Warrior Land's Super-Priority Claim. To secure the WM Prepetition Collateral, a superpriority administrative expense claim. Cline Mining is granted the following adequate protection for, and equal in amount to, the diminution in the value of its interests in the cash collateral: (a) Adequate Protection Liens. Effective and perfected as of the date of entry of the Interim Order, replacement liens on the Cline Prepetition Collateral; and (b) Cline's Super-Priority Claim. To secure the Cline Replacement Liens, a superpriority administrative expense claim as provided for in section 507(b) of the Bankruptcy Code. About Allegiance Coal USA Limited Allegiance Coal USA Limited is a listed Australian company focused on seaborne met coal mine development and operations, with operating mines in southeast Colorado, central Alabama, as well as a development project in northwest British Columbia. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10234) on February 21, 2023. In the petition signed by Jonathan Romcke, chief executive officer, the Debtor disclosed up to $100 million in assets and up to $50 million in liabilities. Judge Craig T. Goldblatt oversees the case. Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell LLP, represents the Debtor as legal counsel. ALLIED HEALTHCARE: Gets Interim OK to Hire Financial Advisor ------------------------------------------------------------ Allied Healthcare Products, Inc. received interim approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ MorrisAnderson & Associates, Ltd. as restructuring management and financial advisor. The firm will render these services: (a) review and assess the Debtor's business; (b) create a list of recommendations to improve cash liquidity and to improve profitability; (c) assess viability of each line of business; (d) create written financial assessments; (e) develop cash flow projections to assess cash burn rates; (f) review the Debtor's monthly income statement projections and analyze and revise the projections for reasonableness, or if none exists develop projections; (g) prepare the Debtor for bankruptcy filing and reporting throughout the bankruptcy; (h) provide management of financial operations and strategic planning for product shipment; (i) advise and negotiate lending terms with primary secured lender; (j) provide reports to the Debtor's board of directors regarding options for restructuring; (k) provide Akash Amin to serve as President and Chief Restructuring Officer for the Debtor; (l) provide Mark Welch to serve as Vice President and Assistant Chief Restructuring Officer for the Debtor; (m) manage the Debtor operations and have all the traditional duties of a President while reporting to the Board of Directors; (n) manage the Debtor's ongoing asset sale process; (o) manage the Debtor's imminent Chapter 11 process; (p) develop value optimizing tactics for review by the Board; (q) handle all creditor communications; and (r) any other tasks as requested by the Debtor and agreed to by the firm. The firm will be compensated as follows: (a) a fixed weekly consulting fee of $30,000 plus necessary and reasonable travel expenses; and (b) a success fee if ultimate proceeds available equals net proceeds from sale of all assets through Section 363 sales, less expenses. The firm also received a retainer from the Debtor in the amount of $80,000. Akash Amin, a member of MorrisAnderson & Associates, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Akash Amin MorrisAnderson & Associates, Ltd. 55 West Monroe Street, Suite 2350 Chicago, IL 60603 Telephone: (312) 254-0880 Facsimile: (312) 727-0180 About Allied Healthcare Products Allied Healthcare Products Inc. is a manufacturer of AHP300 transport ventilator, carbon dioxide absorbent, suction regulators and aspirators, ventilators, emergency products, and medical gas systems. The company is based in Saint Louis, Mo. Allied Healthcare Products filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 23-41607) on May 8, 2023, with $10 million to $50 million in both assets and liabilities. Akash Amin, president and chief restructuring officer, signed the petition. Judge Brian C. Walsh oversees the case. The Debtor tapped Spencer Fane LLP as bankruptcy counsel; MorrisAnderson & Associates, Ltd. as restructuring management and financial advisor; and Ravinia Capital, LLC as broker and investment banker. ALLIED HEALTHCARE: Gets Interim OK to Tap Broker/Investment Banker ------------------------------------------------------------------ Allied Healthcare Products, Inc. received interim approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ Ravinia Capital, LLC as broker and investment banker. The firm will render these services: (a) identify in writing potential buyers that might have an interest in the sale of the Debtor's business or the assets thereof, or the sale or refinancing of its secured debt; (b) work with the Debtor in the development and distribution to approved prospects of select information, documents, and other materials; (c) provide cost estimates (and recommendations) for employing a third party-provided virtual data room ("VDR"), which the Debtor will pay for prior to a market launch; (d) contact and e-mail the teaser and NDA to each approved prospect and engage in preliminary discussions with those approved prospects about a potential transaction; (e) solicit from approved prospects and assist the Debtor in evaluating any letters of intent from approved prospects regarding any potential transaction ("LOis"); (f) advise the Debtor on the negotiation of any potential transaction, and work with the Debtor's professional advisors on the structuring of a purchase agreement pursuant any accepted LOI; and (g) perform advisory services for other parties and engage in other business activities. Ravinia Capital will receive a 5 percent commission for any sale(s) of assets, plus a monthly advisory fee $25,000 and reasonable out-of-pocket expenses. The firm also received retainers from the Debtor in the amount of $100,000. Thomas Goldblatt, a principal at Ravinia Capital, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas Goldblatt Ravinia Capital, LLC 125 S. Wacker Dr., Ste. 300 Chicago, IL, 60606 Telephone: (312) 316-4641 Email: tgoldblatt@raviniacapitalllc.com About Allied Healthcare Products Allied Healthcare Products Inc. is a manufacturer of AHP300 transport ventilator, carbon dioxide absorbent, suction regulators and aspirators, ventilators, emergency products, and medical gas systems. The company is based in Saint Louis, Mo. Allied Healthcare Products filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 23-41607) on May 8, 2023, with $10 million to $50 million in both assets and liabilities. Akash Amin, president and chief restructuring officer, signed the petition. Judge Brian C. Walsh oversees the case. The Debtor tapped Spencer Fane LLP as bankruptcy counsel; MorrisAnderson & Associates, Ltd. as restructuring management and financial advisor; and Ravinia Capital, LLC as broker and investment banker. ALLIED HEALTHCARE: Gets Interim OK to Tap Spencer Fane as Counsel ----------------------------------------------------------------- Allied Healthcare Products, Inc. received interim approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ Spencer Fane LLP as legal counsel. The firm will render these services: (a) advise the Debtor regarding the administration of this Chapter 11 case, compliance with local rules, procedures, forms, and other matters; (b) advise and represent the Debtor with respect to its retention of professionals and advisors in this case; (c) advise and represent the Debtor in analyzing its assets and liabilities, investigating the extent and validity of liens, and participating in and reviewing any proposed asset sales, asset dispositions, financing arrangements and cash collateral stipulations or proceedings; (d) advise and represent the Debtor in any manner relevant to reviewing and determining its rights and obligations under leases and other contracts; (e) advise and represent the Debtor in investigating its acts, conduct, assets, liabilities and financial condition, operations, and the desirability of the continuance of any portion of those operations, and any other matters relevant to this case; (f) advise and represent the Debtor in connection with any sale of its assets; (g) advise and represent the Debtor in its participation in the negotiation, formulation, or objection to any plan of liquidation or reorganization; (h) advise the Debtor on the issues concerning the appointment of a trustee or examiner under Section 1104 of the Bankruptcy Code; (i) advise and represent the Debtor in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules; (j) advise and represent the Debtor in the evaluation of claims and on any litigation matters, including avoidance actions; and (k) provide such other services to the Debtor as may be necessary in this case. The attorneys and paralegals presently designated in this case and their standard hourly rates are: Eric C. Peterson, Counsel $635 Ryan C. Hardy, Partner $570 Zachary Fairlie, Partner $480 Camber Jones $500 Christina Wilkison, Paralegal $190 The hourly rates of the firm's counsel and staff are as follows: Partners $400 – $875 Of Counsel $340 – $860 Associates $295 – $530 Paralegals $130 – $290 In addition, the firm will seek reimbursement for expenses incurred. The firm received retainers from the Debtor in the amount of $265,000. Zachary Fairlie, Esq., a partner at Spencer Fane, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Zachary R.G. Fairlie, Esq. Spencer Fane, LLP 1000 Walnut Street, Suite 1400 Kansas City, MO 64106 Telephone: (816) 292-8223 Email: zfairlie@spencerfane.com About Allied Healthcare Products Allied Healthcare Products Inc. is a manufacturer of AHP300 transport ventilator, carbon dioxide absorbent, suction regulators and aspirators, ventilators, emergency products, and medical gas systems. The company is based in Saint Louis, Mo. Allied Healthcare Products filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 23-41607) on May 8, 2023, with $10 million to $50 million in both assets and liabilities. Akash Amin, president and chief restructuring officer, signed the petition. Judge Brian C. Walsh oversees the case. The Debtor tapped Spencer Fane LLP as bankruptcy counsel; MorrisAnderson & Associates, Ltd. as restructuring management and financial advisor; and Ravinia Capital, LLC as broker and investment banker. AMO TX 1: Seeks to Hire Eric Liepins as Bankruptcy Counsel ---------------------------------------------------------- AMO TX 1, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Eric A. Liepins, PC as their bankruptcy counsel. The Debtors require the assistance of a counsel for the purpose of orderly liquidating the assets, reorganizing the claims of the estate, and determining the validity of claims asserted in the estate. The hourly rates of the firm's counsel and staff are as follows: Eric A. Liepins $275 Paralegals and Legal Assistants $30 - $50 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $3,500, plus filing fee. Mr. Liepins, the sole shareholder of the firm, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, PC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 Email: eric@ealpc.com About AMO TX AMO TX 1, LLC and its affiliates, AMO TX 2, LLC and AMO TX 3, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Texas Lead Case No. 23-40812) on May 5, 2023, with as much as $50,000 in assets and $500,001 to $1 million in liabilities. Behrooz Vida, Esq., at The Vida Law Firm, PLLC, has been appointed as Subchapter V trustee. Judge Brenda T. Rhoades oversees the cases. Eric A. Liepins, PC serves as the Debtors' counsel. ASHLAND INC: Moody's Assigns 'Ba1' CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service has assigned a Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating and stable outlook to Ashland Inc. ("Ashland") following the simultaneous mergers of Ashland LLC with Ashland Chemco Inc., which then merged with Ashland Global Holdings Inc., and subsequently changed its legal name to Ashland Inc. Moody's has also assigned an SGL-1 Speculative Grade Liquidity (SGL) rating to Ashland Inc. Ashland Inc. is the obligor of the senior unsecured notes due 2031 and 2043, which will remain at the Ba1 rating. Additionally, the Ba1 rating of the senior unsecured Euro notes due 2028 at Ashland Services B.V. and the B1 rating for Hercules Incorporated's junior subordinated debentures due 2029 remain unchanged. The outlook for Ashland Inc. and all of its subsidiaries is stable. The CFR, PDR, SGL and outlook for Ashland LLC have been withdrawn. Assignments: Issuer: Ashland Inc. Corporate Family Rating, Assigned Ba1 Probability of Default Rating, Assigned Ba1-PD Speculative Grade Liquidity Rating, Assigned SGL-1 Withdrawals: Issuer: Ashland LLC Corporate Family Rating, Withdrawn, previously rated Ba1 Probability of Default Rating, Withdrawn, previously rated Ba1-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-2 Outlook Actions: Issuer: Ashland Inc. Outlook, Assigned Stable Issuer: Ashland LLC. Outlook, Changed to Rating Withdrawn From Stable RATINGS RATIONALE Ashland's Ba1 rating is supported by its portfolio of specialty additives businesses serving diverse end markets globally, attractive margins, and strong market shares in life sciences, personal care and household businesses with high barriers to entry. Business divestitures, asset sales and separations over the years leave Ashland a smaller company with reduced diversification and scale. However, the remaining Ashland is a more focused specialty additives and ingredients pure-play with better end market, product category and innovation focus. Ashland's rating is also supported by a strong balance sheet as the company has reduced debt and maintains healthy cash balances. Moody's views Ashland as well-positioned in the Ba1 rating category. The company is targeting gross balance sheet leverage at or below 2.5x (or about 3.0x on a Moody's-adjusted basis), notwithstanding occasional modest deviation to support opportunistic bolt-on M&A activity. The rating is constrained by a the lack of scale following the portfolio transition, which most recently includes the divestiture in 2022 of its Performance Adhesives business to Arkema for $1.65 billion, with modest revenues of roughly $2.4 billion, particularly compared to some of its larger, better captialized competitors, challenges sustaining organic growth and the valuation multiples associated with complementary acquisitions to support inorganic growth. Moody's also incorporates Ashland's legacy contingent liabilities associated with asbestos litigation (exposure was significantly reduced by the 2015 settlement) and environmental remediation as a negative factor in the rating assessment. While they are more significant than most other chemical companies of a similar size; they are very manageable relative to earnings and cash flows. The stable outlook assumes the company adheres to its leverage target, while sustaining or improving EBITDA margins and avoiding large debt-funded M&A or share buybacks that increase leverage. The stable outlook incorporates flexibility for bolt-on acquisitions that temporarily raises leverage above the threshold that is consistent with the stable outlook. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would consider an upgrade if the company commits to policies that support an IG rating over time: sustaining gross leverage below 2.5x (on a Moody's adjusted basis) and retained cash flow-to-debt (RCF/Debt) maintained above 25%. An upgrade would also require a track record of above-GDP organic growth and the avoidance of any large debt-financed acquisitions. Moody's could downgrade the rating if adjusted gross leverage was sustained above 3.5x and retained cash flow-to-debt (RCF/Debt) declines below 15% as a result of a leveraging M&A transaction, a substantial deterioration in earnings or debt-funded share buybacks. ESG CONIDERATIONS Ashland's CIS-3 indicates that ESG considerations have a limited impact on the current credit rating with the potential for greater negative impact over time. Environmental risks are very high, but Ashland has taken actions to mitigate environmental exposure and annual cash expenditures. Exposure to governance risks are partially offset by a good track record of prudently managing leverage and adhering to financial policies that support the current rating. Ashland's highly negative credit exposure to environmental risks (E-5) reflects its exposure to waste and pollution risks associated with legacy active and inactive sites, many of which are subject to ongoing remediation and annual cash expenses. Ashland has established an environmental remediation trust for ongoing and future environmental remediation and related litigation costs; Moody's would likely view this risk more favorably once the trust is fully funded. Social risks (S-3) for Ashland reflect risks associated with responsible production given the supply chain's reliance on a wide range of naturally-sourced raw materials including cellulosics and bio functionals essential to its specialty additives and ingredients portfolio. Governance risks (G-3) are moderately negative from a credit perspective due to the amount of debt on the company's balance sheet relative to its asset base but are mitigated by a favorable track record and focus on risk management and actions to contain legacy asbestos and environmental exposure. LIQUIDITY Ashland's SGL-1 Speculative Grade Liquidity rating reflects its very good liquidity position, which is supported by $399 million in cash balances at March 31, 2023, availability of $582 million, net of $18 million for outstanding letters of credit, on the $600 million senior unsecured revolver, $108 million of availability on its two accounts receivable securitization facilities and expectations for positive free cash flow generation in the next 12 months. STRUCTURAL CONSIDERATIONS Ashland Inc.'s Ba1 rating on the senior unsecured notes is in line with the Ba1 CFR as there is no secured debt in the capital structure with a priority ranking. The B1 rating on the junior subordinated debt reflects a two notch downward override to the Ba2 outcome implied by the loss given default model. The override reflects Moody's view that the recovery would be severely limited given the amount of senior debt in the capital structure and the size of asbestos liabilities in excess of insurance receivables. Ashland Inc, headquartered in Wilmington, Delaware, is a manufacturer and distributor of specialty chemicals used in a wide range of industrial and consumer markets, such as pharmaceuticals, nutraceuticals, food and beverage, personal care, construction, paints and coatings and agriculture. Ashland is organized in four major segments: Life Sciences, Personal Care, Specialty Additives and Intermediates. Revenues are geographically diverse with roughly 35% derived from North America, 34% from Europe, 23% from Asia and 9% from Latin America. Ashland generated revenue of $2.4 billion for the last twelve months ended March 31, 2023. The principal methodology used in these ratings was Chemicals published in June 2022. ASTRALABS INC: Shutting Down Amid Chapter 11 Case, Takeover Attempt ------------------------------------------------------------------- Brent Wistrom of Austin Business Journal reports that Austin-based startup accelerator Newchip announced May 12, 2023, it is shutting down. "It's with a heavy heart that I announce the closure of Newchip today," founder and CEO Andrew Ryan posted to LinkedIn, along with a lengthy explanation. The company, legally known as AstraLabs Inc., has been dealing with a Chapter 11 bankruptcy business reorganization case that started on March 17, 2023. On May 12, 2023, a bankruptcy judge ordered the case to be converted into a Chapter 7 business liquidation. A meeting of creditors has been set for June 16, 2023. The Austin-based company was founded in 2016 by Ryan, Nihar Patel and Travis Brodeen and has operated a virtual incubator and accelerator to help early-stage founders grow their businesses. Newchip raised $7.9 million across several rounds of venture funding, including a $250,000 round in February this year, according to Crunchbase. Despite its history of connecting entrepreneurs with startup capital -- Newchip's website boasts that it works with investors at Elevate Capital, DreamIt and others -- the accelerator's finances have fallen into disarray, according to a May 10, 2023 motion from Shane Tobin on behalf of Eric Terry, the U.S. trustee assigned to the case. The document states the company doesn't have enough money on hand to cover its next payroll on May 15 or its other expenses. For example, a March 2023 operating budget submitted to the court showed Newchip started the month with an opening balance of about $241,700 for all accounts. After disbursements, it showed a net cashflow of negative $122,900, court filings show. Newchip's attorney, Chip Lane, and Trustee Eric Terry couldn't immediately be reached on Friday, May 12, 2023. The trustee's filing also said that Newchip landed financing to pay a prior payroll and repaid it without notifying the court, which could hurt the positions of creditors. Tobin's filing says Newchip "also has significant assets, specifically warrants that were offered as payments for services and stock in at least one company, which management is aware of and deliberately not disclosing on the bankruptcy schedules." Meanwhile, more than 60 of its 100 employees have quit in the past week, a court filing stated. Many of the employees who quit have posted nearly identical messages to LinkedIn announcing their departures. But some provided a bit more insight into individual decisions. "While the mission and people I worked with were absolutely amazing, I no longer felt that the company was being led with ethical and transparent intentions for the start up founders we supported," a revenue operations employee wrote. "As a result, I, along with many other amazing individuals, made the difficult decision to resign on Thursday, May 11, 2023." The portfolio overview on Newchip's website says it has worked with more than 2,500 companies globally, and that those companies have collectively raised more than $2.25 billion in funding. The most recent cohort announced by Newchip was in October last year, although several startups announced they joined the accelerator in February this 2023. Newchip also says it has a fund called Journey Venture Partners, although its website only says "coming soon." About Astralabs Inc. Astralabs Inc. -- https://newchip.com/ -- operates an accelerator program delivered by online curriculum. The Austin-based company conducts business under the name Newchip. Astralabs filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 23-10164) on March 17, 2023, with $1,763,754 in assets and $4,389,867 in liabilities. Jack Cartwright, vice president of finance, signed the petition. Judge Shad Robinson oversees the case. The Debtor tapped Robert Chamless Lane, Esq., at The Lane Law Firm, PLLC as bankruptcy counsel and the Law Office of Robert B. Dellenbach, doing business as Dellenbach Venture Counsel Ltd., as corporate counsel. AT HOME GROUP: S&P Downgrades ICR to 'SD' on Distressed Exchange ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based home decor retailer At Home Group Inc. to 'SD' (selective default) from 'CCC+' and lowered the issue-level rating on the unsecured notes to 'D'. S&P said, "We also placed the issue-level ratings on the existing senior secured debt on CreditWatch negative to reflect the increased amount of secured debt in the capital structure and the corresponding downward pressure on the recovery ratings. "We will evaluate the company's revised capital structure, liquidity, and operating performance prospects in the near term and expect to raise our issuer credit rating to the 'CCC' category. "We view the debt exchange as distressed in light of At Home's high leverage, persistent cash flow deficit, and very weak operating trends. At Home expects to exchange $447 million of its outstanding $500 million senior unsecured notes due 2029 for $412 million in principal of new senior secured notes due 2028. We consider the exchange to be less than the original promise given the below par exchange value, unchanged 7.125% cash interest coupon and potentially slowed timing of coupon payments due to the inclusion of an 8.625% pay-in-kind interest toggle.. In addition to the debt exchange, the company privately placed $200 million of 11.5% senior secured notes due 2028. This further increases the company's debt burden and maturity wall in 2028. "Our assessment of the offer as distressed also considers the company's weak performance trends, including comparable-sales declines, depressed profitability, and pressured cash generation. While the PIK toggle option could reduce the company's immediate cash interest burden, we believe At Home's ability to generate positive free cash this year will be challenged because of muted demand for home goods merchandise amid softening economic conditions. "We will evaluate the company's revised capital structure and its recent strategic initiatives over the near term and expect to raise our issuer credit rating to the 'CCC' category." At Home operates as a specialty retailer of home decor and related accessories in the U.S. As of Jan. 28, 2023, the company operated 258 large-format warehouse stores across 40 U.S. states. It was taken private by financial sponsor Hellman & Friedman LLC in 2021. ESG credit indicators: E-2, S-2, G-3 AUDACY INC: S&P Lowers ICR to 'CCC-' on Restructuring Risk ---------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Audacy Inc. to 'CCC-' from 'CCC+'. At the same time, S&P lowered the ratings on the company's senior secured first-lien debt to 'CCC' from 'B', and on the second-lien debt to 'C' from 'CCC-'. The negative outlook reflects the potential for a debt restructuring over the next six months. Audacy Inc. will likely breach its financial covenant over the next few quarters, has material upcoming debt maturities in 2024, and has an unsustainable debt load given both economic and secular challenges facing broadcast radio. S&P said, "We believe Audacy will likely restructure its debt obligations in the next six months. The company's S&P Global Ratings-adjusted gross leverage is currently elevated at 14.2x for the 12 months ending March 31, 2023, and we expect it will increase further in 2023 as broadcast radio advertising faces increasing headwinds from weakening economic conditions. We expect S&P Global Ratings-adjusted EBITDA will decline about 30% in 2023 because the company cannot offset lower revenues with cost cuts given its largely fixed cost base. This, coupled with higher interest costs and ongoing investments in growth initiatives, will result in estimated negative free operating cash flow (FOCF) of about $120 million in 2023. We expect leverage will remain elevated above 10x and FOCF will remain negative (about $50 million) in 2024 as broadcast radio advertising revenue fails to fully recover to prerecession levels, as has been the case in past recessions. "We believe a covenant breach is likely over the next few quarters. We estimate Audacy's headroom under its 4x maximum net leverage covenant was about 5% as of March 31, 2023. Given the likelihood of a covenant breach over the next 12 months, language in the company's recently filed 10-Q included substantial doubt about the company's ability to continue as a going concern over the next 12 months. Audacy faces material refinancing risk around its 2024 debt maturities. The company's $75 million asset-based lending facility (fully drawn) matures July 15, 2024, its $227.3 million senior secured revolving credit facility ($180 million outstanding) matures Aug. 19, 2024, and its senior secured first-lien term loan matures Nov. 17, 2024 ($632.4 million outstanding). Audacy had about $84 million of cash on the balance sheet as of March 31, 2023 and about $15 million of contracted asset sales expected to close in the second or third quarter of 2023. Management has noted the potential for additional asset sales in the $20 million area. These sources of liquidity are insufficient to repay the company's debt obligations. Audacy's debt is trading at distressed levels. Audacy's senior secured first-lien term lien is currently trading at about 50 cents on the dollar, and its senior secured second-lien notes due in 2027 and 2029 are currently trading at less than 10 cents on the dollar. S&P said, "We believe the significant discount associated with the value of the company's debt increases the potential for a subpar debt exchange or out-of-court restructuring. We view any type of distressed exchange in which the lenders receive less than originally promised as a default." The negative outlook reflects the potential for a debt restructuring over the next six months. S&P could lower the rating if the company pursues a subpar debt exchange, bankruptcy, or any other type of restructuring that it would view as a default. S&P could raise the rating if it no longer believe there is risk of a default over the next six months. ESG credit indicators: E2, S2, G2 AUGUST LILLY: Seeks to Hire Bruner Wright as Bankruptcy Counsel --------------------------------------------------------------- August Lilly, LLC, doing business as Smashburger, seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Bruner Wright, PA to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Robert C. Bruner $450 Byron Wright III $375 Samantha A. Kelley $350 Paralegal $150 The firm received a retainer of $7,500 from the Debtor. The Debtor also agreed to pay the firm $2,000 a month to commence 30 days after the petition date. Byron Wright III, a member of Bruner Wright, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Byron Wright III, Esq. Bruner Wright, PA 2810 Remington Green Circle Tallahassee, FL 32308 Telephone: (850) 385-0342 Facsimile: (850) 270-2441 Email: twright@brunerwright.com About August Lilly August Lilly, LLC, doing business as Smashburger, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-30314) on May 5, 2023, with up to $50,000 in assets and up to $1 million in liabilities. Bruner Wright, PA serves as the Debtor's counsel. BED BATH & BEYOND: Leases for Auction for Court Approval -------------------------------------------------------- James Rogers of MarketWatch reports that Bed Bath and Beyond's hundreds of leases that are set for auction are pending for court approval. Bankrupt Bed Bath and Beyond Inc.'s real estate advisor A&G Real Estate Partners plans to auction hundreds of the home goods retailer and buybuy BABY's leases as part of the company's Chapter 11. A&G Real Estate Partners announced the plan, which is subject to court approval of bid procedures, on Tuesday, May 9, 2023. Bed Bath & Beyond BBBYQ, a sometime meme stock darling, filed for Chapter 11 last April 2023. The leases are at "well-located shopping centers across the country," according to an A&G statement. The real estate advisory firm and JLL Commercial Real Estate also plan to market a Bed Bath & Beyond-owned data center in Claremont, North Carolina, as well as leases for warehouses and distribution centers. The Bed Bath & Beyond stores, which are located in 48 states and the District of Columbia, range in size from 18,000 to 92,000 square feet, according to A&G. The buybuy BABY stores, which are located in 37 states, range from 14,000 to 63,000 square feet. "Landlords are among the likeliest bidders for these leases," said A&G Senior Managing Director Mike Matlat, in the statement. "They're looking forward to getting vacant spaces back, either to backfill them with single large-format tenants or subdivide them and re-lease them to multiple, smaller operators." Warehouse and data center locations range in size from 189,000 to more than 1 million square feet, according to A&G, and are available in six states: California, Georgia, Pennsylvania, Nevada, New Jersey and Texas. "Several of these well-located facilities boast below-market, fixed-rent leases with one or more renewal options," Matlat said. "They represent a strong opportunity for users or investors who are eager to capitalize on the existing rent spreads." Shares of Bed Bath & Beyond began trading over the counter last week after the Nasdaq started the delisting process for the bankrupt retailer. Trading under the ticker BBBYQ, the stock opened at 7.5 cents on its first day of over-the-counter trading. The stock ended Tuesday's, May 9, 2023, session down 12.8% at 21.6 cents. Bed Bath & Beyond's bankruptcy came after a troubled couple of years marked by strategic missteps, cash burn, challenging underlying business trends and the impact of the COVID-19 pandemic. About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operates under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. At its peak, Bed Bath & Beyond operated the largest home furnishing retailer in the United States with over 970 stores across all 50 states, consistently at the forefront of major home and bath trends. Operating stores spanning the United States, Canada, Mexico, and Puerto Rico, Bed Bath & Beyond offers everything from bed linens to cookware to electric appliances, home organization, baby care, and more. Bed Bath & Beyond closed over 430 locations across the United States and Canada before filing chapter 11 cases, implementing full scale winddowns of their Canadian business and the Harmon branded stores. Left with 360 Bed Bath & Beyond and 120 buybuy BABY stores, Bed Bath & Beyond Inc. and 73 affiliated debtors on April 23, 2023, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code to pursue a wind down of operations. The cases are pending before the Honorable Vincent F. Papalia and have requested joint administration of the cases under Bankr. D.N.J. Lead Case No. 23-13359. Kirkland & Ellis LLP and Cole Schotz P.C. are serving as legal counsel, Lazard Frares & Co. LLC is serving as investment banker, and AlixPartners LLP is serving as financial advisor. Bed Bath & Beyond Inc. has retained Hilco Merchant Resources LLC to assist with inventory sales. Kroll LLC is the claims agent. BLOCKFI INC: Says Liquidation the Ideal Way to Repay Clients ------------------------------------------------------------ Jonathan Randles of Bloomberg Law reports that BlockFi Inc. is moving forward with a plan to liquidate its cryptocurrency lending platform in the coming months, dimming prospects it will be able to find a buyer to rescue the business from bankruptcy. BlockFi said late Friday that in light of "recent regulatory developments" and other problems that a liquidation is currently the best option for repaying its customers. The company said it canvassed the market for several months and explored selling the BlockFi platform in whole or in parts, but determined "that there may be a lack of meaningful value to be generated from a sale." About BlockFi Inc. BlockFi is building a bridge between digital assets and traditional financial and wealth management products to advance the overall digital asset ecosystem for individual and institutional investors. BlockFi was founded in 2017 by Zac Prince and Flori Marquez and in its early days had backing from influential Wall Street investors like Mike Novogratz and, later on, Valar Ventures, a Peter Thiel-backed venture fund as well as Winklevoss Capital, among others. BlockFi made waves in 2019 when it began providing interest-bearing accounts with returns paid in Bitcoin and Ether, with its program attracting millions of dollars in deposits right away. BlockFi grew during the pandemic years and had offices in New York, New Jersey, Singapore, Poland and Argentina. BlockFi worked with FTX US after it took an $80 million hit from the bad debt of crypto hedge fund Three Arrows Capital, which imploded after the TerraUSD stablecoin wipeout in May 2022. BlockFi had significant exposure to the companies founded by former FTX Chief Executive Officer Sam Bankman-Fried. BlockFi received a $400 million credit line from FTX US in an agreement that also gave FTX the option to acquire BlockFi through a bailout orchestrated by Bankman-Fried over the summer. BlockFi also had collateralized loans to Alameda Research, the trading firm co-founded by Bankman-Fried. BlockFi is the latest crypto firm to seek bankruptcy amid a prolonged slump in digital asset prices. Lenders Celsius Network LLC and Voyager Digital Holdings Inc. also filed for court protection this year. Kirkland & Ellis is also advising Celsius and Voyager in their separate Chapter 11 cases. BlockFi Inc. and eight affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 22-19361) on Nov. 28, 2022. In the petitions signed by their chief executive officer, Zachary Prince, the Debtors reported $1 billion to $10 billion in both assets and liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors taped Kirkland & Ellis and Haynes and Boone, LLP as general bankruptcy counsels; Walkers (Bermuda) Limited as special Bermuda counsel; Cole Schotz, P.C., as local counsel; Berkeley Research Group, LLC as financial advisor; Moelis & Company as investment banker; and Street Advisory Group, LLC as strategic and communications advisor. Kroll Restructuring Administration, LLC is the notice and claims agent. BLUE DOLPHIN: Posts $16.75 Million Net Income in First Quarter -------------------------------------------------------------- Blue Dolphin Energy Company has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $16.75 million on $116.66 million of total revenue from operations for the three months ended March 31, 2023, compared to net income of $3.48 million on $110.68 million of total revenues from operations for the three months ended March 31, 2022. "During the first quarter of 2023, we continued to build on the momentum generated in 2022 by capturing favorable refining margins. As a result, we delivered very strong financial results," said Jonathan P. Carroll, chief executive officer of Blue Dolphin Energy Company. "While we are proud of our results for the quarter, we remain cautious based on the macroeconomic outlook. We continue optimizing our balance sheet, and we will continue to focus on expense management, operational excellence initiatives, and renewable energy opportunities." As of March 31, 2023, the Company had $97.56 million in total assets, $70.10 million in total liabilities, and $27.34 million in total stockholders' equity. Blue Dolphin said, "While results of operations significantly improved for the three months ended March 31, 2023 versus the three months ended March 31, 2022, management determined that certain factors continue to present substantial doubt about our ability to continue as a going concern. These factors include significant current debt, which impacts our ability to meet debt covenants, and historical net losses and working capital deficits. Our consolidated financial statements assume we will continue as a going concern and do not include any adjustments that might result from this uncertainty. Our ability to continue as a going concern depends on sustained positive operating margins and adequate working capital for, amongst other requirements, purchasing crude oil and condensate and making payments on long-term debt. If we are unable to process crude oil and condensate into sellable refined products or make required debt payments, we may consider other options. These options could include selling assets, raising additional debt or equity capital, cutting costs, reducing cash requirements, restructuring debt obligations, or filing bankruptcy." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/793306/000165495423006592/bdco_10q.htm About Blue Dolphin Headquartered in Houston, Texas, Blue Dolphin Energy Company -- http://www.blue-dolphin-energy.com-- is an independent downstream energy company operating in the Gulf Coast region of the United States. The Company's subsidiaries operate a light sweet-crude, 15,000-bpd crude distillation tower with approximately 1.2 million bbls of petroleum storage tank capacity in Nixon, Texas. Blue Dolphin was formed in 1986 as a Delaware corporation and is traded on the OTCQX under the ticker symbol "BDCO." Sterling Heights, Michigan-based UHY LLP, the Company's auditor since 2002, issued a "going concern" qualification in its report dated April 3, 2023, citing that the Company is in default under secured and related party loan agreements and has a net working capital deficiency. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BLUE LIGHTNING: Seeks to Hire Sabrina Hill as Accountant -------------------------------------------------------- Blue Lightning Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Sabrina Hill, CPA, PLLC. The Debtors require an accountant to prepare monthly operating reports and perform other accounting and financial consulting services during the course of the Debtors' Chapter 11 cases. The firm will receive $8,000 per month for its services and an hourly fee of $200 for additional tasks. Sabrina Hill, CPA, a partner at Sabrina Hill, disclosed in a court filing that her firm is a "disinterested person" according to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Sabrina Hill, CPA Sabrina Hill, CPA, PLLC 8713 Airport Freeway, Ste 240 North Richland Hills, TX 76180 Tel: (817) 577-4202 About Blue Lightning Holdings Blue Lightning Holdings, Inc. and its affiliates filed voluntary petitions for Chapter 11 protection (Bankr. N.D. Texas Lead Case No. 23-41064) on April 15, 2023. At the time of the filing, Blue Lightning Holdings reported as much as $50,000 in assets and $1 million to $10 million in liabilities. Judge Mark X. Mullin oversees the cases. The Debtors tapped Howard Marc Spector, Esq., at Spector & Cox, PLLC as legal counsel and Sabrina Hill, CPA, PLLC as accountant. BLUE LIGHTNING: Seeks to Hire Spector & Cox as Legal Counsel ------------------------------------------------------------ Blue Lightning Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Spector & Cox, PLLC as their legal counsel. The firm's services include: a. providing the Debtors with legal advice with respect to their powers and duties; b. preparing and pursuing confirmation of a Chapter 11 plan; c. preparing legal papers; d. appearing in court and protecting the interests of the Debtors; and e. performing all other legal services for the Debtors which may be necessary and proper in these Chapter 11 proceedings. The hourly rates charged by the firm's attorneys range from $350 to $395. Paralegals charge $115 per hour for their services. In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. Howard Marc Spector, Esq., a partner at Spector & Cox, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Howard Marc Spector, Esq. Spector & Cox, PLLC 12770 Coit Road, Suite 850 Dallas, TX 75251 Tel: (214) 365-5377 Fax: (214) 237-3380 Email: hspector@spectorcox.com About Blue Lightning Holdings Blue Lightning Holdings, Inc. and its affiliates filed voluntary petitions for Chapter 11 protection (Bankr. N.D. Texas Lead Case No. 23-41064) on April 15, 2023. At the time of the filing, Blue Lightning Holdings reported as much as $50,000 in assets and $1 million to $10 million in liabilities. Judge Mark X. Mullin oversees the cases. The Debtors tapped Howard Marc Spector, Esq., at Spector & Cox, PLLC as legal counsel and Sabrina Hill, CPA, PLLC as accountant. BRAINERD INDUSTRIES: Court OKs Final Cash Collateral Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Ohio, Western Division, authorized Brainerd Industries Incorporated to continue using cash collateral in accordance with the budget, with a 10% variance, on a final basis. The Debtor requires the use of cash collateral to pay trade vendors, wages and benefits, suppliers, overhead and other expenses necessary for the continued operation of the Debtor's business and the management and preservation of the Debtor's assets and properties. Prior to the commencement of the case, the Debtor's largest creditor and first priority secured creditor was the Huntington National Bank. The Debtor's obligations to Huntington as Senior Secured Lender are evidenced by: (1) a United States Small Business Administration Promissory Note in the amount of $5 million executed by the Debtor, Brainerd Realty LLC, and Gregor W. Fritz (the owner of the Debtor); (2) Commercial Security Agreement dated August 29, 2014, which provided as collateral an extensive listing of assets, including the debtor's inventory, equipment, accounts, etc. and the proceeds of same, which was perfected by a UCC Financing Statement filed with the Ohio Secretary of State as OH00179394926 and OH00179395049; (3) A mortgage executed and delivered by Brainerd Realty LLC as to the real property located at 680 Precision Court, Miamisburg, Ohio 45342 filed of record with the Montgomery County Ohio Recorder as File No. 2014-00051368 on September 26, 2014; (4) A promissory note dated March 15, 2021 in the original amount of $478,000; and (5) An Equipment Finance Agreement dated April 5, 2021 in the original amount of $40,843; (6) Commercial Guaranty agreements executed and delivered by Brainerd Realty LLC and Gregory W. Fritz. The total indebtedness owed to the Senior Secured Lender under the Senior Secured Loan Documents, as of the Petition Date is $5.526 million. The Debtor will make payments as provided for in the Budget to the Senior Secured Lender, including $17,000 to be paid to the Senior Secured Lender on a monthly basis following the entry of the Final Order. Senior Secured Lender may allocate payments for the Senior Secured Obligations to interest, principal, legal fees and costs due in such manner as the Senior Secured Lender deems appropriate in accordance with its Senior Secured Loan Documents. As adequate protection, the Senior Secured Lender is granted valid, binding, enforceable and perfected first priority liens and security interests, superior to the liens and security interests or other interests or rights of all other creditors of the Debtor's estate on property owned or leased by the Debtor, in and upon all of the Debtor's property and assets acquired by the Debtor on or after the Petition Date. As adequate protection for any post-petition diminution in value of the Senior Secured Lender's interests in the cash collateral, the Senior Secured Lender is granted an administrative expense claim against the Debtor's estate for the full amount of such diminution, in accordance with 11 U.S.C. section 507(b). In order to secure the Adequate Protection Claim, the Senior Secured Lender is hereby a lien and security interest in and upon (a) the PrePetition Collateral and all post-petition proceeds of the Pre-Petition Collateral, and (b) the PostPetition Collateral and all proceeds thereof to the same extent, validity and priority as its prepetition security interest, except to the extent provided for in relation to any Debtor-In-Possession financing approved by separate Court order. These events constitute an "Event of Default": (a) The Case is either dismissed or converted to a case under chapter 7 of the Bankruptcy Code; (b) An examiner with expanded powers is appointed in the Case; (c) The Debtor ceases operation of its business or takes any material action for the purposes of effecting such cessation without the prior written consent of the Senior Secured Lender; (d) The Final Order is reversed, vacated, stayed, amended, supplemented or otherwise modified in a manner which shall materially and adversely affect the rights of the Senior Secured Lender thereunder; (e) The Debtor's failure to comply with or perform the terms and provisions of the Final Order in strict adherence to the time period set forth therein; (f) Any sale or other disposition of collateral or cash collateral is approved without consent of the Senior Secured Lender; (g) The automatic stay of 11 U.S.C. section 362 is lifted so as to allow a party other than the Senior Secured Lender to proceed against any material asset of the Debtor. A copy of the Court's order is available at https://bit.ly/3MuSbkw from PacerMonitor.com. About Brainerd Industries Inc. Brainerd Industries Inc. is a fabricated metal product manufacturer in Miamisburg, Ohio. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-30432) on March 22, 2023. In the petition signed by Gregory W. Fritz, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Guy R. Humphrey oversees the case. Patricia J. Friesinger, Esq., at Coolidge Wall Co., LPA, represents the Debtor as legal counsel. BROOKWOOD VILLAGE: Case Summary & Two Unsecured Creditors --------------------------------------------------------- Debtor: Brookwood Village LLC DBA Bookwood Village Shopping Center 3427 South Broad Street Suite A New Orleans, LA 70125-2943 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 16, 2023 Court: United States Bankruptcy Court Middle District of Louisiana Case No.: 23-10312 Debtor's Counsel: Ryan J. Richmond, Esq. STERNBERG, NACCARI & WHITE, LLC 251 Florida Street Suite 203 Baton Rouge, LA 70801-1703 Tel: (225) 412-3667 Fax: (225) 286-3046 Email: ryan@snw.law Total Assets: $1,433,667 Total Liabilities: $4,515,344 The petition was signed by Tyrone C. Legette as manager. A copy of the Debtor's list of two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7JR6LMA/Brookwood_Village_LLC__lambke-23-10312__0004.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7FPRSOY/Brookwood_Village_LLC__lambke-23-10312__0001.0.pdf?mcid=tGE4TAMA CAREERBUILDER LLC: S&P Downgrades ICR to 'SD' on Loan Extension --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on software and talent acquisition services provider CareerBuilder LLC to 'SD' (selective default) from 'CCC' and its issue-level rating on its secured debt to 'D' from 'CCC+'. S&P plans to raise its issuer credit rating on CareerBuilder as soon as practical, likely in the next several days, to a level that reflects the ongoing risk of a selective or conventional default. CareerBuilder amended its first-lien credit agreement to extend the facility's maturity by three years to July 31, 2026. The downgrade follows CareerBuilder's completion of an amendment to its term loan that extended the facility's maturity by three years to July 31, 2026. S&P views this transaction as distressed and tantamount to a default because of its 'CCC' issuer credit rating on the company, its weak liquidity and ongoing cash burn, and the lack of adequate offsetting compensation for its first-lien term loan lenders. CHAMPIONX CORP: S&P Upgrades ICR to 'BB+' on Debt Reduction ----------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on ChampionX Corp. to 'BB+' from 'BB'. At the same time, S&P raised its issue-level rating on its $625 million senior secured term loan to 'BBB' from 'BBB-'. S&P's recovery rating on the company's term loan remains '1', indicating our expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of a default. S&P said, "The stable outlook reflects our view that healthy oilfield services demand, led by growth in its international chemicals segment, and execution of its margin improvement program will result in steady leverage metrics for the next two years. We expect FFO/debt of 70%-75% and Debt to EBITDA of 0.75x-1.0x. "We raised our issuer credit rating on ChampionX to 'BB+' following the company's repayment of outstanding borrowings on its revolving cash flow facility and because it kept shareholder returns within cash flows. "Supported by an improving demand backdrop, we expect mid-single digit topline growth to be driven by increased international activity in its production chemicals segment, focused in the Middle East and Latin America. Operationally, we expect logistics constraints to ease in 2023 while margin expansion will be driven primarily by broad productivity improvements. We project these factors will result in FFO to Debt of 70-75% and Debt to EBITDA of 0.75-1.0x. "Organic growth remains the company's focus and we anticipate any acquisitions to be smaller, bolt-on opportunities that it will fund in a disciplined manner. "Scale remains limited and, in our view, a negative credit factor compared to higher rated, investment-grade peers like Baker Hughes Co. and Halliburton Co. ChampionX's chemical technologies segment remains the key driver at roughly two-thirds of revenue. It also carries the most international exposure compared to its other domestic-focused segments. We expect improving international activity, as well as a gradual offshore recovery, to support modest growth for the next two years and offset a more volatile North American market." S&P expects the company to maintain a modest financial policy. During 2022, ChampionX simplified its capital structure and repaid approximately $100 million of outstanding borrowings on its credit facility. The company now has no maturities until the revolver in 2027 followed by the term loan in 2029, improving liquidity and freeing future cash flows. S&P expects ChampionX will continue returning at least 60% of free cash flow to shareholders through a combination of dividends and share repurchases, and that it will use any excess cash flow to enhance liquidity, which could support bolt-on acquisitions. S&P said, "We base the stable outlook on our view that healthy oilfield services demand, led by growth in its international segment, and execution of its margin improvement program will result in steady leverage metrics for the next two years. We expect FFO/debt of 70%-75% and debt/EBITDA of 0.75x-1.0x. "We could lower our ratings on the company if FFO to Debt drops below 45% for an extended period or if we no longer view liquidity as adequate. This would most likely occur due to lower U.S. onshore exploration and production (E&P) capital spending following a sustained fall in hydrocarbon prices, a leveraging transaction, or significantly higher-than-expected capital spending. "We could raise our rating on ChampionX if its scale increased to levels more comparable to higher-rated peers, while maintaining FFO to debt comfortably above 60%." ESG credit indicators: E-4;S-2;G-2 S&P said, "Environmental factors are a negative consideration in our credit analysis of ChampionX Corp. due to our expectation that the energy transition will lead to lower demand for services and equipment as the accelerating adoption of renewable energy reduces the demand for fossil fuels. Additionally, the industry faces an increasingly challenging regulatory environment, both domestically and internationally, that could further affect the company's operations. "To help address these concerns, ChampionX has a growing emissions monitoring business focused on methane emissions reduction including aerial, drone, and continuous monitoring capabilities, and we expect a launch of its second generation infrared camera for optical gas imaging in 2023." CHRIS PETTIT: Trustee Taps Mastrogiovanni as Special Counsel ------------------------------------------------------------ Eric Terry, the Chapter 11 trustee for Chris Pettit & Associates, P.C., seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Mastrogiovanni, PLLC as special litigation counsel. The Debtor needs the firm's legal assistance in connection with the adversary proceeding brought by National Liability and Fire Insurance Company (Adversary Proceeding No. 22-05068) filed in the bankruptcy court. The firm will also advise the trustee on matters surrounding the events and circumstances in relation to Dykema Gossett, PLLC's withdrawal as general bankruptcy counsel for the trustee. Mastrogiovanni will be paid at these rates: Joseph J. Mastrogiovanni, Jr. $450 per hour Gary Wallace $450 per hour Paralegal $150 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Joseph Mastrogiovanni, Jr., Esq., a partner at Mastrogiovanni, 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: Joseph J. Mastrogiovanni, Jr. Mastrogiovanni, PLLC 8080 N. Central Expressway, Suite 1300 Dallas, TX 75206 Tel: (214) 922-8800 Email: jmastro@jmastrogiovanni.com About Chris Pettit & Associates Chris Pettit & Associates, PC, a personal injury law firm in Texas, and principal Christopher John Pettit sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Lead Case No. 22-50591) on June 1, 2022. In the petition filed by Mr. Pettit, the Debtors listed up to $50,000 in assets and up to $500,000 in liabilities. Judge Craig A. Gargotta oversees the cases. Michael G. Colvard, Esq., at Martin & Drought, PC is the Debtors' bankruptcy counsel. Eric Terry, the trustee appointed in the Chapter 11 cases, is represented by Wick Phillips Gould & Martin, LLP. Rogers Towers PA, Jackson Walker LLP, Davis & Santos PLLC and Mastrogiovanni PLLC serve as the trustee's special counsels. CHRIS PETTIT: Trustee Taps Wick Phillips Gould as New Counsel ------------------------------------------------------------- Eric Terry, the Chapter 11 trustee for Chris Pettit & Associates, P.C., seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Wick Phillips Gould & Martin, LLP to substitute for Dykema Gossett, PLLC. The firm's services include: a. advising and consulting on the conduct of the Debtors' bankruptcy cases, including all of the legal and administrative requirements of operating in Chapter 11; b. attending meetings and negotiating with representatives of creditors and other parties involved in the cases; c. taking all necessary actions to protect and preserve the estates, including prosecuting actions on the estates' behalf, defending actions commenced against the estates, and representing the trustee in negotiations concerning litigation in which the trustee is involved, including objections to claims filed against the estate; d. preparing legal documents; e. advising and representing the trustee in connection with any sale of assets of the estates; f. analyzing and, as appropriate, challenging the validity of liens against assets of the estates; g. appearing before the bankruptcy court and any other court to represent the interests of the estates; h. formulating, drafting and obtaining confirmation of a Chapter 11 plan and all documents related thereto; and i. all other necessary legal services. The firm will be paid at these rates: Jason M. Rudd, Partner $595 per hour Charles C. Keeble, Jr., Partner $595 per hour Jacob Fain, Partner $545 per hour Scott D. Lawrence, Partner $495 per hour Catherine A. Curtis, Associate $450 per hour Will Holtz, Associates $445 per hour Mallory Davis, Associate $295 per hour Brenda Ramirez, Paralegal $150 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Jason Rudd, Esq., a partner at Wick Phillips Gould & Martin, disclosed 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: Jason M. Rudd, Esq. Wick Phillips Gould & Martin, LLP 3131 McKinney Ave., Suite 500 Dallas, TX 75204 Tel: (214) 692-6200 Email: Jason.rudd@wickphillips.com Scott.lawrence@wickphillips.com About Chris Pettit & Associates Chris Pettit & Associates, PC, a personal injury law firm in Texas, and principal Christopher John Pettit sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Lead Case No. 22-50591) on June 1, 2022. In the petition filed by Mr. Pettit, the Debtors listed up to $50,000 in assets and up to $500,000 in liabilities. Judge Craig A. Gargotta oversees the cases. Michael G. Colvard, Esq., at Martin & Drought, PC is the Debtors' bankruptcy counsel. Eric Terry, the trustee appointed in the Chapter 11 cases, is represented by Wick Phillips Gould & Martin, LLP. Rogers Towers PA, Jackson Walker LLP, Davis & Santos PLLC and Mastrogiovanni PLLC serve as the trustee's special counsels. CINEMARK HOLDINGS: S&P Upgrades ICR to 'B+' on Box Office Recovery ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating to 'B+' from 'B' on Cinemark Holdings Inc. S&P assigned its 'BB' issue-level rating and '1' recovery rating to the proposed revolving credit facility and term loan. S&P upgraded Cinemark's senior secured notes to 'BB' from 'BB-'. The recovery rating is '1'. S&P upgraded its unsecured debt to 'B+' and revised our recovery rating to '3' from '4'. The positive outlook reflects the potential for Cinemark's S&P Global Ratings-adjusted leverage to improve below the 4x upgrade threshold by the end of 2023 due to a strong recovery in attendance, favorable ticket pricing, and strong concession sales. Momentum in the movie theater industry has boosted recovery prospects for Cinemark. S&P said, "We expect domestic box office revenue to increase above 75% of 2019 levels in 2023 ($8.5 billion-$9 billion) supported by a solid 2023 film slate, improving attendance trends, and higher average ticket prices. In our view, the theatrical release model remains the best option for major studios to monetize and market big-budget movies, not only for initial box office proceeds but also the success of long-term licensing agreements. The year-to-date film slate has shown the resiliency of this distribution model with films such as "Avatar: The Way of Water", "Ant-Man and the Wasp: Quantumania", "Creed III", and "The Super Mario Bros Movie". Total domestic box office through April of $2.5 billion is already outpacing 2022's domestic box office over the same period by more than 30%." S&P said, "We forecast Cinemark's total revenue to increase 18%-20% in 2023 (roughly 90% of 2019) and about 10% in 2024 (over 95% of 2019). While total attendance recovery is weaker than revenue growth would imply, we expect attendance will reach over 70% of 2019 levels in 2023 and over 75% in 2024. Favorable average ticket prices, which have remained at all-time highs across the industry due to price increases, fewer discount showtimes (i.e., matinees), and a higher mix of premium large format shows, will bolster admission revenues. In addition, concession prices per patron will remain favorable as the company promotes premium, higher-margin concessions, which combined with higher attendance is likely to bring concession revenues to 2019 levels over the next two years. "We forecast Cinemark's leverage will improve to the high-3x area in 2023 and the mid-3x area in 2024. Cinemark's S&P Global Ratings-adjusted leverage has quickly improved over the past few quarters, declining to 4.3x for the last 12 months ended March 31, 2023, due to increasing EBITDA generation amid the recovery in the box office. In addition to our revenue expectations, we believe EBITDA margin will remain healthy at about 27% over the next two years. This expanding EBITDA base will contribute to favorable reported cash flow from operations, which we estimate could exceed $325 million in 2023 and $400 million in 2024. Even with our expectations for increasing capital expenditure (capex), we expect cash flow will lower net debt and improve leverage to the mid-3x area in 2024. "Longer term, Cinemark has stated a desire to lower leverage to the 2x-3x range (company defined). We believe Cinemark's EBITDA and cash generation will support this. However, our expectations are limited by yet undefined capital allocation priorities such as a reinstated dividend, which we have penciled in starting in 2024 in our forecast." Cinemark is managing its debt structure through the proposed senior secured refinancing and voluntary debt reduction. The company proposes to borrow a $125 million senior secured revolving credit facility due in 2028 (undrawn) and $650 million senior secured term loan due in 2030. Cinemark will use the proceeds from the term loan to refinance the term loan due in 2025. We don't expect the transaction will reduce interest expense, but it will meaningfully extend its weighted-average maturity. We assigned our 'BB' issue-level rating and '1' recovery rating (90% recovery estimate) to these proposed facilities. In addition, the company recently voluntarily paid down about $100 million of its 8.75% senior secured notes due in 2025 ($150 million outstanding). This won't reduce net leverage but will incrementally reduce annual interest on relatively high-cost fixed-rate debt issued during the COVID-19 pandemic. S&P said, "We raised our issue-level rating on this debt in line with our upgrade of the company. The '1' recovery is unchanged. Our rounded recovery estimate is 95%, reflecting the recent voluntary debt reduction in this tranche." Structural changes to the film distribution model and production delays may limit recovery to pre-pandemic admission. Over the past two years, many film studios experimented with day-and-date releases (e.g., releasing certain films in theaters and on streaming services simultaneously). While this practice has abated, it introduced some permanent changes to the film distribution model such as a shorter 45-day exclusivity window and preferring large tent-pole films for exclusive wide releases in theaters. S&P said, "Specifically, we believe some studios are reluctant to place lower-budget films in theaters because they may be more easily monetizable through various in-home streaming services (i.e., Disney+, Netflix). In addition, the availability of films due to historical production delays during the pandemic limited the recovery of the slate over the past 12 months. Nevertheless, more films are slated for release in theaters in 2023 and 2024 because the pace of movie production has recovered, and we believe that studios have regained some confidence in the theatrical release model given improving, albeit sluggish, attendance recovery trends in the industry." Macroeconomic concerns could increase volatility in revenue growth over the next 12 months. The weakening economic outlook poses a potential risk to theatrical revenues. Historically, cinema attendance has been relatively resilient during economic downturns due to the relative affordability of this out-of-home entertainment option. S&P said, "While we expect this trend to hold in general, the state of the industry represents a unique set of challenges. Average ticket prices are at an all-time high, and consumers have never had more options for consuming video content in the home. In the event of an economic recession, consumers are likely to be increasingly sensitive to spending discretionary income and may choose lower-cost in-home viewing options. Consequently, it may prompt exhibitors to adjust pricing tactics for tickets and concessions, such that total revenues are less than planned. We believe that Cinemark's revenues will improve substantially over the next two years but may be subject to increased volatility given the economic backdrop." The positive outlook reflects the potential for Cinemark's S&P Global Ratings-adjusted leverage to improve below the 4x upgrade threshold by the end of 2023 due to a strong recovery in box office attendance, favorable ticket pricing, and strong concession sales. S&P said, "We could revise our outlook on Cinemark to stable if the recovery in theatrical exhibition is slower than we expect such that Cinemark cannot generate sufficient EBITDA or cash flow to lower leverage below the 4x area. This could be caused by macroeconomic pressures that slow attendance growth in cinemas, unexpected disruptions to the theatrical release model, and lower-than-expected profitability for Cinemark's theatrical tickets or concessions. "We could raise our rating on Cinemark if leverage declines and remains below 4x and free operating cash flow (FOCF) to debt improves comfortably above 10%, supported by an improving recovery trend in theatrical exhibition." ESG credit indicators: E-2, S-3, G-2 CLIENT FIRST: Seeks to Hire Berkowitz Pollack Brant as Accountant ----------------------------------------------------------------- Client First Settlement Funding, LLC and Client First Lotteries, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Berkowitz Pollack Brant. The Debtors require an accountant to assist in preparing and filing their 2022 tax returns. Berkowitz Pollack Brant will be paid at these rates: Staff Accountant $195 per hour Tax Manager $315 per hour Tax Director 575 per hour Lewis Kevelson, CPA, a partner at Berkowitz Pollack Brant, disclosed 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: Lewis Kevelson, CPA Berkowitz Pollack Brant Advisors 200 S. Biscayne Boulevard, Seventh and Eight Floors, Miami, FL 33131-5351 Tel: (305) 379-7000 Email: lkevelson@bpbcpa.com About Client First Settlement Funding Client First Settlement Funding, LLC specializes in purchasing and selling structured settlements and annuities nationwide. Client First Settlement Funding and Client First Lotteries filed petitions for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-18262) on Oct. 26, 2022. Aleida Martinez-Molina has been appointed as Subchapter V trustee. At the time of the filing, Client First Settlement Funding listed between $1 million and $10 million in both assets and liabilities while Client First Lotteries listed up to $50,000 in assets and up to $1 million in liabilities. Judge Mindy A. Mora oversees the cases. The Debtors tapped Aaron A. Wernick, Esq., at Wernick Law, PLLC as legal counsel and Berkowitz Pollack Brant as accountant. COCOMOES LLC: Court OKs Final Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized Cocomoes, LLC to use cash collateral on a final basis in accordance with the budget, with a 15% variance. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to pay ordinary expenses necessary for operation of its business. Pre-petition, the Debtor obtained an Economic Injury Disaster Loan from the Small Business Administration, which is secured by essentially all of the Debtor's personal property, including deposit accounts. The Debtor owes the Secured Lender $500,000. In addition to the SBA, 10 other creditors have filed UCC-1 Financing Statements with the Nevada Secretary of State prior to the case being filed that may assert a security interest against the Debtor's cash, which are Ifundco LLC, East Shore Equities, Mr. Advance, CT Corporation, Corporation Service Co., Ocean Funding, and First Corporate Solutions. At the time the case was filed, the Debtor's personal property was valued at $44,662, which includes cash and cash equivalents of $35,862, equipment valued at $6,250, inventory valued at $1,450 and other miscellaneous assets valued at $1,100. The Debtor submitted that the secured creditors are adequately protected by virtue of: (1) secured creditor's cash collateral will be used to maintain and operate the Debtor's business; (2) the value the secured creditor's collateral is not decreasing; and (3) the secured creditor will have a replacement lien against any post-petition cash received by the Debtor. A copy of the Court's order and the Debtor's budget is available at https://bit.ly/3IdQJjW from PacerMonitor.com. The Debtor projects $65,000 in total expenses for one month. About Cocomoes, LLC Cocomoes, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 23-50160) on March 15, 2023. In the petition signed by Maurice Larimer, managing member, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Natalie M. Cox oversees the case. Kevin A. Darby, Esq., at Darby Law Practice, represents the Debtor as legal counsel. CORONET CERAMICS: Taps Ballstaedt Law Firm as Bankruptcy Counsel ---------------------------------------------------------------- Coronet Ceramics, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Ballstaedt Law Firm as counsel. The Debtor requires legal counsel to: a. institute, prosecute or defend a any contested matters arising out of this bankruptcy proceeding in which the Debtor may be a party; b. assist in the recovery and liquidation of estate assets and assist in protecting and preserving the same when necessary; c. assist in determining the priorities and statuses of claims and in fling objections thereto when necessary; d. assist in the preparation of a disclosure statement and Chapter 11 plan of reorganization; and e. perform all other necessary legal services. The firm will be paid at these rates: Attorneys $350 per hour Paralegals $150 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received $10,000 as a retainer. Seth Ballstaedt, Esq., a partner at Ballstaedt Law Firm, disclosed in a court filing that the firm is a "disinterested person" according to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Seth D. Ballstaedt, Esq. Ballstaedt Law Firm 8751 W Charleston Blvd #230 Las Vegas, NV 89117 Tel: (702) 715-0000 Email: help@bkvegas.com About Coronet Ceramics Coronet Ceramics Inc., a Las Vegas-based ceramic manufacturing company, filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 23-11425) on April 12, 2023, with up to $50,000 in assets and $1 million to $10 million in liabilities. Jeanette E. McPherson has been appointed as Subchapter V trustee. Judge Mike K. Nakagawa oversees the case. The Debtor is represented by Seth D. Balstaedt, Esq., at Ballstaedt Law Firm. CROSSROAD REALTY: Taps Lester Korinman Kamran & Masini as Counsel ----------------------------------------------------------------- Crossroad Realty NY, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Lester Korinman Kamran & Masini, PC to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Senior Partners $475 Partners $425 Associates $375 Law Clerks $200 Legal Assistants $150 The firm received a retainer of $25,000 and the filing fee of $1,738. Roy Lester, Esq., a principal at Lester Korinman Kamran & Masini, disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Roy J. Lester, Esq. Lester Korinman Kamran & Masini, PC 600 Old Country Road, Suite 330 Garden City, NY 11530 Telephone: (516) 357-9191 Email: rlester@lesterfirm.com About Crossroad Realty NY Crossroad Realty NY LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The company is based in Northport, N.Y. Crossroad Realty NY filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-71047) on March 28, 2023. In the petition filed by Russell Furia, sole member, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Alan S. Trust oversees the case. Roy J. Lester, Esq., at Lester Korinman Kamran & Masini, PC serves as the Debtor's counsel. DEYO ENTERPRISES: Taps Law Office of James J. Rufo as Counsel ------------------------------------------------------------- Deyo Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ the Law Office of James J. Rufo as its bankruptcy counsel. The firm's services include: (a) advising the Debtor concerning the conduct of the administration of its Chapter 11 bankruptcy case; (b) preparing all necessary applications and motions as required under the Bankruptcy Code, Federal Rules of Bankruptcy Procedure, and Local Bankruptcy Rules; (c) preparing a disclosure statement and plan of reorganization; and (d) performing other legal services that are necessary for the administration of the Debtor's Chapter 11 case. The firm will be paid at these rates: James J. Rufo, Esq. $400 per hour Paralegals $200 per hour The Debtor paid the firm a retainer of $8,238. James Rufo, Esq., a partner at The Law Office of James J. Rufo, 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: James J. Rufo, Esq. The Law Office of James J. Rufo 1133 Westchester Avenues, Suite N-202 White Plains, NY 10604 Tel: (914) 600-7161 Email: jrufo@jamesrufolaw.com About Deyo Enterprises Deyo Enterprises, Inc., doing business as Supercuts, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22323) on May 2, 2023, with as much as $50,000 in assets and $500,001 to $1 million in liabilities. Jolene Wee has been appointed as Subchapter V trustee. Judge Sean H. Lane oversees the case. The Debtor is represented by James J. Rufo, Esq., at The Law Office of James J. Rufo. DIAMOND ELITE: Gets OK to Hire Osborn Maledon as Legal Counsel -------------------------------------------------------------- Diamond Elite Community, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Osborn Maledon, P.A. as its legal counsel. The Debtor requires legal counsel to: a. give advice regarding the rights, powers and duties of the Debtor in this Chapter 11 case; b. assist the Debtor in the preparation of its statements, schedules and any amendments thereto; c. assist and advise the Debtor in its discussions with creditors relating to the administration of the case; d. assist the Debtor in reviewing claims asserted against it and in negotiating with creditors asserting such claims; f. assist the Debtor in examining and investigating potential preferences, fraudulent conveyances, and other causes of action; g. represent the Debtor at all hearings and other proceedings, including Section 341 meeting of creditors; h. review and analyze legal papers filed with the court and advise the Debtor with respect thereto; i. prepare legal papers on behalf of the Debtor; and j. perform other necessary legal services. The firm will be paid at these rates: Attorneys $250 to $870 per hour Paralegals $155 to $250 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The retainer fee is $20,000. Christopher Simpson, Esq., a partner at Osborn Maledon, disclosed 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: Christopher C. Simpson, Esq. Warren J. Stapleton, Esq. Andrew B. Haynes, Esq. Osborn Maledon, P.A. 2929 North Central Avenue, Suite 2000 Phoenix, AZ 85012-2793 Tel: (602) 640-9000 Fax: (602) 640-9050 Email: csimpson@omlaw.com wstapleton@omlaw.com ahaynes@omlaw.com About Diamond Elite Community Diamond Elite Community, LLC, a company in Casa Grande, Ariz., filed its voluntary petition for Chapter 11 protection (Bankr. Ariz. Case No. 23-02643) on April 25, 2023, with as much as $50,000 in assets and $1 million to $10 million in liabilities. Yehoshia Rubin, sole member of Diamond Elite Community, signed the petition. Osborn Maledon, P.A. serves as the Debtor's legal counsel. DIOCESE OF ALBANY: Tort Committee Taps Stinson as Legal Counsel --------------------------------------------------------------- The official committee of tort claimants of the Roman Catholic Diocese of Albany, New York seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to employ Stinson, LLP as legal counsel. The firm's services include: a. consulting with the Debtor and the Office of the U.S. Trustee regarding administration of the Debtor's Chapter 11 case; b. advising the tort committee with respect to its rights, powers, and duties as they relate to the case; c. investigating the acts, conduct, assets, liabilities, and financial condition of the Debtor; d. assisting the tort committee in analyzing the Debtor's relationships with its creditors, equity interest holders, employees, and other parties involved in the case; e. assisting and negotiating on the tort committee's behalf in matters relating to the claims of the Debtor's other creditors; f. assisting the tort committee in preparing pleadings and applications as may be necessary to further its interests and objectives; g. researching, analyzing, investigating, filing and prosecuting litigation on behalf of the tort committee in connection with issues including, but not limited to, avoidance actions or fraudulent conveyances; h. representing the tort committee at hearings and other proceedings; i. reviewing and analyzing applications, orders, statements of operations, and schedules filed with the court and advising the tort committee regarding all such materials; j. aiding and enhancing the tort committee's participation in formulating a plan of reorganization; k. assisting the tort committee in advising its constituents of its decisions, including the collection and filing of acceptances and rejections to any proposed Chapter 11 plan; l. negotiating and mediating issues relating to the value and payment of claims held by the tort committee's constituency; and m. performing other necessary legal services. The firm will be paid at these rates: Paralegals $250 to $300 per hour Associates $295 to $440 per hour Partners $390 to $780 per hour Robert Kugler, Esq., a partner at Stinson, disclosed 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: Robert T. Kugler, Esq. Stinson LLP 50 South Sixth Street, Suite 2600 Minneapolis, MN 55402 Tel: (612) 335-1500 Fax: (612) 335-1657 Email: robert.kugler@stinson.com About The Roman Catholic Diocese of Albany The Roman Catholic Diocese of Albany is a religious organization in Albany, N.Y. It covers 13 counties in Eastern New York, including a portion of a 14th county. Its Mother Church is the Cathedral of the Immaculate Conception in the city of Albany. New York's Child Victims Act, which took effect in August 2019, temporarily sets aside the usual statute of limitations for lawsuits to give victims of childhood sexual abuse a year to pursue even decades-old claims. Hundreds of new lawsuits have been filed against churches and other institutions since the law took effect on Aug. 14, 2019. Facing the financial weight of new sexual misconduct lawsuits, at least four of the eight Roman Catholic dioceses in the state, has already sought Chapter 11 protection. The dioceses that have declared bankruptcy include the Diocese of Rochester and the Diocese of Rockville Centre on Long Island. The Catholic Diocese of Albany sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-10244) on March 15, 2023. In the petition filed by Fr. Robert P. Longobucco, the Debtor estimated assets between $10 million and $50 million and liabilities between $50 million and $100 million. Judge Robert E. Littlefield, Jr. oversees the case. The Debtor tapped Nolan Heller Kauffman, LLP as bankruptcy counsel; Tobin and Dempf, LLP as special litigation counsel; and Keegan Linscott & Associates, PC as financial advisor. Donlin, Recano & Company, Inc. is the claims and noticing agent. On April 17, 2023, the U.S. Trustee for Region 2 appointed two separate committees to represent unsecured creditors and tort claimants in the Debtor's Chapter 11 case. Lemery Greisler, LLC represents the unsecured creditors' committee while Stinson, LLP represents the tort committee. DIOCESE OF SAN DIEGO: To File for Chapter 11 Bankruptcy in November ------------------------------------------------------------------- Greg Moran of the San Diego Union Tribune reports that the Roman Catholic Diocese of San Diego, under a siege of lawsuits from 438 people who say they were sexually abused by its clergy in past decades, said it plans to file for bankruptcy protection in November. Such a move, spelled out in court papers filed last week and in a hearing in San Diego Superior Court Thursday, May 11, 2023, would halt all lawsuits against the diocese until the bankruptcy is complete and a universal settlement of all the claims is reached through the bankruptcy process. The diocese, which includes 96 parishes and serves some 1.3 million Roman Catholics in San Diego and Imperial counties, had said in February it was pondering filing for bankruptcy and would likely make a decision by late spring. It would mark the diocese's second time filing for bankruptcy. It did so in 2007, eventually settling 148 claims of sexual abuse for $198 million. The recent statements left no doubt that the diocese will seek protection under Chapter 11 of the bankruptcy code, which gives debtors time to reorganize their businesses, resolve debts and then restart their operation. It would join two other dioceses in California that have also recently filed for bankruptcy -- Santa Rosa, which filed in March, and Oakland, which filed on May 8, 2023. The church organizations are seeking court protection in the wake of AB 218. That state law, signed by Gov. Gavin Newsom in October 2019, reopened for three years a window for filing claims over sexual abuse that happened years ago, which would otherwise be barred by legal deadlines for filing a suit. That window closed at the end of 2022. The law also contains a provision allowing a tripling of any monetary damages awarded if the organization was proved to have engaged in a cover-up. The dioceses say the potential payouts for the hundreds of claims they are facing would overwhelm them financially, and they need the sanctuary of the courts to work out resolutions. When the San Diego diocese will file, though, is unknown, and will largely depend on the ruling of San Diego Superior Court Judge Eddie Sturgeon. He is presiding over 361 individual cases filed against the diocese by 438 total plaintiffs that have been consolidated into one massive combined action. Currently there are two cases of alleged sexual abuse by clergy members set for trial, one in July and the second in September. In court papers filed for a hearing Thursday, May 11, 2023, Marcia Roberts, the lawyer for the diocese, said the organization "has made the final decision to file a petition for Chapter 11" in San Diego federal bankruptcy court and expected to do so the first week of November 2023. She cited several factors for the extended time frame, including the availability of Cardinal Robert McElroy, leader of the diocese, and the possibility that a settlement of the sex abuse claims could be worked out under a court-ordered mediation process in the next few months. Going to trial before then, when the diocese has already decided to go the bankruptcy route and seek a settlement there, would be unnecessary, she said. Lawyers for the plaintiffs, however, objected to that timetable. Irwin Zalkin, whose firm represents hundreds of the plaintiffs, told Sturgeon that allowing a November filing would mean both of those cases would be postponed and said the diocese was trying to delay the two impending trials. Those cases, he argued, could serve as bellwether cases for the rest, setting a financial valuation that could be used to determine an overall settlement. Zalkin also said the mediation talks have not been fruitful and there is little reason to believe progress could be made in the next few months. He said the diocese should begin the bankruptcy process before November 2023, or go to trial on the cases. Sturgeon did not make an immediate decision after nearly 90 minutes of sometime heated exchanges among the lawyers. In addition to the pending trials and the bankruptcy proceedings, the diocese is facing legal woes on two other fronts. A lawsuit filed in March contends the diocese fraudulently transferred nearly 300 properties from its control to individual parish corporations in 2019, when Newsom signed the new law. The transfers were done, the suit contends, so the diocese could divest itself of assets and thereby lower its potential payout in a final settlement. The plaintiffs' lawyers want those transfers reversed. The diocese said that there was no fraud involved but had long planned to transfer the properties -- which for years were held in trust for the parishes by the diocese. The timing was coincidental, the diocese has said. The diocese is also facing a lawsuit from its own insurer, Catholic Mutual Relief Society of America. The insurance company, which would be on the hook for part of any settlement, said it should not have to pay out anything. The company is arguing that insurance policies in place years ago effectively capped how much could be paid out, and that the diocese knew some clergy "had proclivities toward sexual abuse of children such that coverage is precluded" under the policies in effect then. Catholic Mutual provides insurance coverage for Roman Catholic church entities, including dioceses and religious institutions, throughout North America. McElroy is one of 25 cardinals, archbishops and bishops who are the company's trustees. About the San Diego Diocese The Roman Catholic Diocese of San Diego in California -- http://www.diocese-sdiego.org/-- is a Latin Church ecclesiastical territory or diocese of the Catholic Church in Southern California, United States. Its ecclesiastical territory includes all of San Diego and Imperial Counties in Southern California, with a Catholic population of approximately 1.4 million. In 2007, the Diocese filed for Chapter 11 protection just before commencement of the first of court proceedings for 140 sexual abuse lawsuits filed against the Diocese. The San Diego Diocese filed for chapter 11 protection on Feb. 27, 2007 (Bankr. S.D. Cal. Case No. 07-00939). In its schedules of assets and liabilities, the Diocese listed total assets of $152,510,888 and total liabilities of $72,754,092. Gerald P. Kennedy, Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represented the Diocese. Attorneys at Pachulski Stang Ziehl & Jones LLP represented the Official Committee of Unsecured Creditors. On April 24, 2007, the Diocese won confirmation of its Chapter 11 Plan. In September 2007, the Diocese announced a $198.1 million deal to settle 144 claims of sexual abuse by clergy, then the second-largest payment since the abuse scandal erupted in 2002. E-B DISPLAY COMPANY: Seeks $960,000 DIP Loan from Westfield ----------------------------------------------------------- E-B Display Co. Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Northern District of Ohio, Eastern Division, for authority to use cash collateral an obtain secured superpriority post-petition financing. The Debtor seeks to obtain a revolving facility of up to the principal amount of $960,000 from Westfield Bank, FSB. The DIP Financing matures through the earliest to occur of (a) the date of entry of the interim DIP Order through August 11, 2023, or such later date as the Lender agrees in writing, (b) the effective date of a sale of any of the Debtors' assets not in the ordinary course of its business, (c) the Debtor's failure to timely meet any benchmarks, (d) the conversion of the Bankruptcy Cases to a proceeding under Chapter 7 of the Bankruptcy Code, or the appointment of a trustee or examiner having enlarged powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code, (e) the dismissal of the Bankruptcy Cases or (f) acceleration of maturity of the DIP Facility by the Lender due to the occurrence of an event of default under the DIP Financing Documents. As a condition to the Lender agreeing to provide the DIP Facility, the Debtors and the Lender have agreed that the following actions must occur by these dates: 1. The Debtors must file their Chapter 11 Bankruptcy Petitions on or before May 12, 2023; 2. The Debtors must have obtained approval to borrow the DIP Loan on or before May 17, 2023; 3. The Debtors must file their Motion to sell substantially all their assets on or before May 19, 2023; 4. The Debtors must have a hearing setting Bidding Procedures for the sale of substantially all their assets on or before June 13, 2023; 5. The Debtors must obtain a final order approving the DIP Facility on or before June 13, 2023; 6. The Debtors must hold an auction for the sale of substantially all their assets on or before July 14, 2023; 7. The Debtors must have hearing on the sale of substantially all their assets on or before July 21, 2023; 8. The Debtors must close the sale of substantially all the assets on or before August 4, 2023; 9. The Debtors must file a Plan of Reorganization or Liquidation or seek dismissal of the Chapter 11 Cases on or before August 11, 2023. The Debtors have faced several challenges over the past year. E-B Display saw a significant reduction in orders from its largest customer in 2022, which caused its revenue to drop from approximately $21 million in 2022 to approximately $12 million projected in 2023. E-B Display was also forced to spend considerable amounts in defense of multiple lawsuits. In addition to the defense of the action filed by Matheson Tri-Gas, Inc., E-B Display had to defend against a significant preference action filed by the Chapter 7 Trustee representing the bankruptcy estate of Art Van Furniture, LLC in the United States Bankruptcy Court for the District of Delaware Bankruptcy Case No. 20-10553. E-B Display was required to pay $225,000 over the course of the last quarter of 2022 and first quarter of 2023 in order to settle the Art Van Preference Claim. In addition, the Debtors have also struggled to remain in compliance with their loan obligations with Westfield, and E-B Display has been unable to pay its vendors and suppliers on time. This has resulted in certain key vendors and suppliers refusing to provide additional product to E-B Display, making it difficult for E-B Display to fulfill customer orders. This has in turn led to a delay in collecting accounts receivable, further straining the liquidity of the business. The COVID-19 pandemic also disrupted E-B Display's business by affecting its supply chain and demand for its product, which impacted the Company's revenue. The lingering impact of the COVID-19 pandemic continues to strain E-B Display's liquidity. Despite these challenges, the Debtors initially expended significant time and effort to continue successfully operating the business and during the first quarter of 2023, the Debtors were in the process of negotiating with a potential third-party buyer in order to sell the business of E-B Display as a going concern. As of the Petition Date, the Debtors have approximately $6.5 million of principal indebtedness that is due and owing to the Lender, for which the Lender has a properly perfected first-position security interest or mortgage in substantially all of the Debtors' assets. More specifically, the indebtedness consists of and is evidenced by: (i) a Promissory Note from the Debtors as co-borrowers dated November 20, 2015 in the face amount of $3.5 million; (ii) a Promissory Note from the Debtors as co-borrowers dated November 20, 2015 in the face amount of $4 million; and (iii) a Promissory Note from the Debtors as co-borrowers dated October 13, 2022 in the face amount of $500,000. The total principal indebtedness claimed to be owing to the Lender, under the Senior Secured Loan Documents, as of the Petition Date is approximately $6.5 million. To perfect its interest under the Collateral Documents, the Lender filed with the Ohio Secretary of State UCC financing statements collectively naming each Debtor as a secured party, identified as File Nos. OH00191111823, OH00267640168, OH00267640724 (and amended pursuant to File No. SR981458), OH00191115861 (and continued pursuant to File No. SR599215), all of which remain unlapsed. The Debtor requires the use of cash collateral and a post-petition credit facility to meet its ongoing working capital and general business needs. The Lender will be granted the Adequate Protection Claims and the Adequate Protection Liens to compensate it for the use of its cash collateral and the use, sale or lease of other collateral. The Adequate Protection Claims and the Adequate Protection Liens ensure retainage of the full benefit of a subordinated lien on all available collateral. The Lender will also receive adequate protection payments in the form of its typical monthly expected payment, as an administrative expense, as set forth in the Budget. A copy of the motion is available at https://bit.ly/3IdQu8s from PacerMonitor.com. About E-B Display Company, Inc. E-B Display Company, Inc. develops and manufactures custom displays and fixtures for retail customers, including by carrying out all graphic design, engineering, prototyping, manufacturing, and printing necessary to create such custom displays and fixtures. These displays and fixtures include floor stands, end-cap displays, display walls, wire displays, counter display fixtures, and point of purchase displays. E-B Display operates in two locations situated in Massillon, Ohio. The real property upon where E-B Display operates its business is owned by Rotolo Industries, Inc. and the locations are operated and managed by E-B Display. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-60565) on May 12, 2023. In the petition signed by Michael S. Rotolo, its president, the Debtor disclosed up to $10 million in both assets and liabilities. Christopher Peer, Esq., at Wickens Herzer Panza, represents the Debtor as legal counsel. EAGLE PROPERTIES: Taps SC&H as Financial Advisor and Accountant --------------------------------------------------------------- Eagle Properties and Investments, LLC seeks approval from U.S. Bankruptcy Court for the Eastern District of Virginia to employ SC&H Group, Inc. as financial advisor and accountant. The firm's services include: a. assisting the Debtor with administrative, data gathering, and compliance tasks associated with the Chapter 11 process; b. preparing and maintaining the accounting books of the Debtor from the date of formation in the Commonwealth of Virginia and bringing them current; c. preparing and maintaining reconciliation of cash accounts of the Debtor from the date of formation in the Commonwealth of Virginia and bringing them current; d. preparing and maintaining 13-week cash flow models and budget-to actual variance reports, as necessary; e. review bankruptcy schedules of assets and liabilities and statements of financial affairs; f. preparing monthly operating reports and other reporting requirements associated with the Chapter 11 process; g. providing general administrative support, as needed; h. providing potential testimony regarding areas such as use of cash collateral or any debtor-in-possession financing, sales and plan processes, plan feasibility, and other bankruptcy concerns; and i. providing other financial advisory services or assistance as requested by the Debtor or its counsel. The firm will be paid at these rates: Managing Director /Principal $350 to $525 per hour Senior Manager/Manger $275 to $450 per hour Senior/Staff $125 to $275 per hour The retainer fee is $50,000. As disclosed in court filings, SC&H Group is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert Patrick SC&H Group 910 Ridgebrook Rd Sparks Glencoe, MD 21152 Phone: +1 410-403-1500 Email: rpatrick@schgroup.com About Eagle Properties and Investments Eagle Properties and Investments, LLC, is a Vienna Va.-based company engaged in leasing real estate properties. It owns 26 properties valued at $9.37 million. Eagle Properties and Investments filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 23-10566) on April 6, 2023, with $9,429,800 in total assets and $14,716,136 in liabilities. Amit Jain, manager, signed the petition. The Debtor tapped the Law Offices of Sris, P.C. and N D Greene, PC. as legal counsels and SC&H Group, Inc. as financial advisor and accountant. EASTGATE WHITEHOUSE: Has Deal on Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Eastgate Whitehouse, LLC to use cash collateral on an interim basis in accordance with its agreement with secured lender, Barclays Bank PLC, as successor-in-interest to Wilmington Trust, National Association. Wilmington Trust, as Trustee for the Benefit of the Registered Holders of Wells Fargo Commercial Mortgage Trust 2018-C46, Commercial Mortgage Pass-Through Certificates, Series 2018-C46, was the Prior Secured Noteholder. Wilmington Trust later assigned its interest in a loan to Barclays Bank, PLC. The Debtor is the tenant under a ground lease and owner of the improvements located at 939 First Avenue (a/k/a 350 East 52nd Street), New York, New York 10022. The Property is a mixed-use commercial/multi-family residential building consisting of 5 commercial units and 133 residential units, Laundry Room, Parking Garage and Cell Tower Site, which the Debtor leases to tenants. The Property is currently being managed on behalf of the Debtor by Livingston Management and Koeppel & Koeppel Realty Management, the latter of which is an affiliate of the Debtor and Koeppel. Pursuant to the Loan Agreement dated as of July 23, 2018 executed by and between the Debtor and the Secured Lender, a loan was made to the Borrower in the original principal amount of $32.1 million. To evidence its indebtedness under the Loan Agreement, the Debtor executed and delivered to the Secured Lender that certain Consolidated Promissory Note, dated July 23, 2018 in the original principal amount of $32.1 million. The Secured Lender contends that as of the Petition Date, the total indebtedness due to the Secured Lender under the Loan was at least $45.2 million. The Debtor's right to use cash collateral will terminate on the earlier to occur of the following: (i) an Event of Default under the Order; (ii) entry of a Court order terminating the use of the cash collateral; (iii) the closing of a sale of the Property; or (iv) August 31, 2023 at 5 p.m. The Debtor's right to use cash collateral may be extended beyond the Termination Date and the Budget may be modified with the written consent of the Secured Lender and without a Bankruptcy Court hearing or further order of the Bankruptcy Court. As adequate protection, the Secured Lender is granted replacement security interests and liens on all the Debtor's assets and property. The Replacement Liens are deemed valid, binding, enforceable and perfected upon entry of the Order and no further notice, filing, recording or order will be required to validate or perfect the Replacement Liens. No later than the third business day of each month, the Debtor will make an adequate protection payment to the Secured Lender in an amount equal to the amount of cash held by the Debtor on the last day of the previous month minus $10,000. The Secured Lender will apply the Adequate Protection Payment to the Loan in a manner permitted under the terms of the Loan Documents. As additional adequate protection if and to the extent that the Replacement Liens prove insufficient to adequately protect the interests of the Secured Lender in the Collateral then Secured Lender will have a super-priority administrative claim against the Debtor. These events constitute an "Event of Default": (a) any violation or breach of any of the terms of the Order by the Debtor; (b) conversion of the Bankruptcy Case to one under Chapter 7 of the Bankruptcy Code; (c) the appointment under section 1104 of Bankruptcy Code of a trustee or an examiner in the Bankruptcy Case; (d) the dismissal of the Bankruptcy Case under section 1112 of the Bankruptcy Code; (e) entry of an order under 11 U.S.C. section 305 dismissing, staying, suspending or abstaining from hearing the Bankruptcy Case; (f) the lifting of the automatic stay under section 362 of the Bankruptcy Code with respect to the Debtor's interest in any of the Collateral; (g) the termination of the Ground Lease; (h) the failure of Koeppel to remit, on or before May 31, 2023, the sum of $154,347 to the Debtor in satisfaction of his obligation to return the Koeppel Payments to the Debtor's estate; or (i) the entry of any order modifying, reversing, revoking, staying, rescinding, vacating, or amending the Order without the prior express written consent of the Secured Lender. A copy of the order is available at https://bit.ly/3IcAQKm from PacerMonitor.com. About Eastgate Whitehouse Rye, N.Y.-based Eastgate Whitehouse, LLC, owns an apartment building in Manhattan. Eastgate Whitehouse sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-22635) on Aug. 19, 2022. In the petition filed by its managing member, William W. Koeppel, the Debtor reported between $10 million and $50 million in both assets and liabilities. Judge Sean H. Lane oversees the case. The Debtor tapped Joel Shafferman, Esq., at Shafferman & Feldman, LLP as bankruptcy counsel; the Law Office of Christopher J. Alvarado, P.C. as special counsel; and Krell & Associates, CPA, PC as accountant. ENVISION HEALTHCARE: King Street, SVPGlobal Are Major Creditors --------------------------------------------------------------- Jonathan Randles of Bloomberg Law reports that SVPGlobal and King Street Capital Management are among the biggest debt investors backing Envision Healthcare Corp.'s plan to swap $5.6 billion in bonds and loans for equity in the medical staffing company upon exit from Chapter 11 bankruptcy. SVP owns roughly $255.9 million of Envision's second-out term loan debt and King Street owns roughly $189.7 million in second-out term loan debt, according to a financial disclosure filed Monday in Texas bankruptcy court. About Envision Healthcare Corporation Envision Healthcare Corporation is a leading national medical group that delivers physician and advanced practice provider services, primarily in the areas of emergency and hospitalist medicine, anesthesiology, radiology/ teleradiology and neonatology. As a leader in ambulatory surgical care, AMSURG holds ownership in more than 250 surgery centers in 41 states and the District of Columbia, with medical specialties ranging from gastroenterology to ophthalmology and orthopedics. In total, the medical group offers a differentiated suite of clinical solutions on a national scale with a local understanding of our communities, creating value for health systems, payers, providers and patients. On the Web: http://www.EnvisionHealth.com/ On May 15, 2023, Envision Healthcare Corporation and 216 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. The cases are pending before the Honorable Christopher M. Lopez, and are jointly administered under Case No. 23-90342. Envision has estimated assets and liabilities in the range of $1 billion to $10 billion each. The Debtors' investment banker is PJT Partners LP, its financial advisor is Alvarez & Marsal LLC, and its legal advisor is Kirkland & Ellis LLP. Jackson Walker LLP is the local bankruptcy counsel. KPMG LLC is the tax advisor. Kroll is the claims agent, maintaining the pages EnvisionHealthFuture.com or https://restructuring.ra.kroll.com/Envision ENVISION HEALTHCARE: Seeks Chapter 11 Bankruptcy to Cut Debt ------------------------------------------------------------ KKR & Co Inc-backed (KKR.N) Envision Healthcare Corp and its wholly owned subsidiaries filed for Chapter 11 bankruptcy protection on Monday, May 15, 2023, in the Southern District of Texas. Envision said in a statement that it has entered into a Restructuring Support Agreement (RSA) with its key stakeholders supported by more than 60 percent of the company's approximately $7.7 billion in debt obligations and expects that support will continue to grow in the coming days. The terms of the RSA establish the framework for a consensual and comprehensive restructuring that will position Envision and AMSURG for future growth as two separate businesses. Envision will continue to operate as usual throughout the restructuring process, maintaining its commitment to providing high-quality patient care. Envision is one of the nation's leading medical groups, delivering physician and advanced practice provider care in settings where patients have the most acute and life-changing needs – emergency departments, surgical suites, intensive care units and birthing suites – through Envision Physician Services. Additionally, its AMSURG unit partners with physicians to operate more than 250 ambulatory surgery centers nationwide specializing in gastroenterology, ophthalmology and orthopedic care. Together, the two teams of more than 21,000 clinicians are helping improve the health of communities across the U.S. through nearly 30 million patient encounters a year. "Envision's teams play a critical role in the functioning of the U.S. healthcare system," said Jim Rechtin, Chief Executive Officer of Envision Healthcare, who joined Envision in February 2020. "We are grateful to the Envision clinicians, physician partners and clinical support teammates for their continued commitment to caring for patients when they need it most." Restructuring Support Agreement Envision currently has more than ample cash to continue providing quality care and services and funding ongoing clinical operations without interruption. The Chapter 11 filing will enable Envision to effect the transactions encompassed in the RSA and facilitate opportunities for long-term growth by reducing its debt and strengthening its capital structure. Under the terms of the RSA, the AMSURG and Envision Physician Services businesses will be separately owned by certain of their respective lenders. AMSURG will purchase the surgery centers held by Envision for $300 million plus a waiver of intercompany loans held by AMSURG LLC. All of Envision's debt, with the exception of a revolving credit facility for working capital, will be equitized or cancelled, deleveraging approximately $5.6 billion. Pending court approval, Envision will use cash collateral generated by ongoing operations to fund operating expenses, including supplier obligations and employee wages, salaries and benefits during the restructuring process. This will enable the company to continue operating its business as usual throughout the process and provide support to critical partners, including clinicians, hospitals, vendors and suppliers. Envision remains dedicated to delivering outstanding patient care and advancing operational excellence. History of Financial Pressures Since the 2018 acquisition by KKR & Co., Inc., a series of events has put significant pressure on the company’s finances. These include: * Patient volumes sharply declined at the outset of the COVID-19 pandemic. As the country navigated the uncertainties of the COVID-19 pandemic, Envision clinicians risked their health to care for America. Emergency medicine and anesthesiology clinicians experienced sharp and localized surges of COVID-19 patients while in other areas of care, Envision lost 65 to 70 percent of patient visits for several months during the shelter-in-place policies, leading to financial instability. As part of its COVID-19 response, Envision focused resources on investing in its teams and communities by enhancing its clinician wellness program and rapidly deploying teams to care for hard-hit communities. * Health insurers excluding Envision clinicians from their networks and not providing appropriate reimbursement for care provided. For more than five years, Envision has been proactive and negotiated in good faith on in-network agreements with health insurers. Envision clinicians provide high-quality, lifesaving care to all patients but do not always get paid for their services when insurers exclude them from their networks. Increased claims denials for emergency care from Envision’s largest health insurance payer have resulted in denied or delayed payments. Envision and another health insurer recently completed a national multiyear agreement that provides patients with in-network healthcare. * Health insurer activism and the flawed implementation of the No Surprises Act (NSA). Envision fully supports the patient protections under the NSA and had a policy prohibiting the practice of balance billing before the legislation was passed. The implementation of the NSA deviates from the legislation’s intent and enables health insurers to significantly delay and unilaterally reduce or deny payments. Of the eligible claims Envision has submitted through the independent dispute resolution process, only a small fraction has been resolved, and of those that were resolved, many remain unpaid by health insurers. For Envision, the flawed implementation has resulted in hundreds of millions of dollars in underpayments and delayed payments from all health insurance plans. * The national clinician shortage and rising inflation. Like all healthcare providers, Envision is navigating a nationwide physician shortage. Envision has continued to work with its hospital partners to ensure patients receive high-quality care and has increased clinician wages to a competitive level in line with the post-COVID-19 "new normal." With the simultaneous shortage and spike in inflation, Envision's labor and other costs have increased by hundreds of millions of dollars since 2019. While overall inflationary pressures have eased somewhat, the market for clinician services continues to be extremely competitive. During the last five years, Envision has recruited a new senior management team, with nine of the 10 executive leaders hired between March 2020 and July 2021. The management team has undertaken wide-ranging and proactive efforts to help Envision weather financial pressures while investing in its clinical teams and quality programs. Envision clinicians continue to exceed national quality benchmarks. "We are grateful to have had the support of the board and KKR who have always maintained a clear focus on our mission of providing quality care," Rechtin added. About Envision Healthcare Corporation Envision Healthcare Corporation is a leading national medical group that delivers physician and advanced practice provider services, primarily in the areas of emergency and hospitalist medicine, anesthesiology, radiology/ teleradiology and neonatology. As a leader in ambulatory surgical care, AMSURG holds ownership in more than 250 surgery centers in 41 states and the District of Columbia, with medical specialties ranging from gastroenterology to ophthalmology and orthopedics. In total, the medical group offers a differentiated suite of clinical solutions on a national scale with a local understanding of our communities, creating value for health systems, payers, providers and patients. On the Web: http://www.EnvisionHealth.com/ On May 15, 2023, Envision Healthcare Corporation and 216 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. The cases are pending before the Honorable Christopher M. Lopez, and are jointly administered under Case No. 23-90342. Envision has estimated assets and liabilities in the range of $1 billion to $10 billion each. The Debtors' investment banker is PJT Partners LP, its financial advisor is Alvarez & Marsal LLC, and its legal advisor is Kirkland & Ellis LLP. Jackson Walker LLP is the local bankruptcy counsel. KPMG LLC is the tax advisor. Kroll is the claims agent, maintaining the pages EnvisionHealthFuture.com or https://restructuring.ra.kroll.com/Envision EXTREME CLEAN: Seeks to Tap O'Brien Law Firm as Bankruptcy Counsel ------------------------------------------------------------------ Extreme Clean Janitorial, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to employ O'Brien Law Firm, LLC as its bankruptcy counsel. The firm will render these services: (a) prepare the petition, schedules, and related documents filed in this case; (b) prepare reports; review and, if necessary, object to claims; (c) negotiate with creditors; (d) draft a plan; (e) attend the meeting of creditors; (f) prepare motions and responses; (g) represent the Debtor in court hearings; and (h) represent the Debtor in all other legal matters in this case. The hourly rates of the firm's counsel and staff are as follows: Attorney $395 Paralegals $95 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $17,000, including the filing fee, from the Debtor. Kevin O'Brien, Esq., an attorney at O'Brien Law Firm, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kevin F. O'Brien, Esq. O'Brien Law Firm, LLC 1890 Goodman Road East, Suite 201 Southaven, MS 38671 Telephone: (662) 349-3339 About Extreme Clean Extreme Clean Janitorial, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-11385) on May 5, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Craig Geno, Esq., atthe Law Offices of Craig M. Geno, PLLC has been appointed as Subchapter V trustee. Judge Jason D. Woodard oversees the case. The Debtor is represented by Kevin F. O'Brien, Esq., at O'Brien Law Firm, LLC. FIVE64 LLC: $650,000 DIP Loan from Cartwheel Has Final OK --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, authorized Five64, LLC and 64 IP Holdings, LLC to use cash collateral and obtain postpetition financing, on a final basis. The Debtors obtained post-petition financing in the principal sum of $650,000, consisting of up to $450,000 of new-money postpetition financing, and a "roll up" of $200,000 of prepetition secured debt by and through a Senior Secured Superpriority Debtor-in-Possession Loan and Security Agreement and all ancillary documents with Cartwheel Acquisition Sub, Inc., the Debtors' proposed DIP financier, and assignee of the prepetition Secured Loan. The Debtors are authorized to borrow under the DIP Facility up to an aggregate principal amount of $450,000 subject to the terms and conditions set forth in the Final Order and the DIP Documents. As previously reported by the Troubled Company Reporter, the maturity date, unless extended by the DIP Lender, will be the earlier of: (i) 90 calendar days after the Closing Date; (ii) the consummation of a sale of all or substantially all of the assets of the Borrowers; (iii) the occurrence of an Event of Default after the expiration of all applicable grace or cure periods; (iv) upon acceptance by the Borrowers of any offer or bid for the purchase of all or substantially all of the assets of the Borrowers or all of the equity of reorganized Borrowers to a buyer that does not provide for the actual payment in full of all Indebtedness owed under the Facility by no later than the Outside Date; or (v) unless waived by the Lender in its sole discretion, the date that the Borrowers file a motion with the Bankruptcy Court for authority to proceed with the sale or liquidation of the Borrowers -- or any material portion of the assets or all of the equity of the Borrowers -- without the consent of the Lender except pursuant to a proposed sale of all or substantially all of the Borrowers' assets or all of the equity of reorganized Borrowers to a buyer that provides for the actual payment in full of the Facility by no later than the Outside Date. The Debtors are required to comply with these milestones: (a) Entry of the Final Order within 30 days following entry of the Interim Order; (b) Filing, within three days of the Petition Date, a motion, in form and substance acceptable to the Lender, to sell substantially all of the Debtors' assets pursuant to section 363 of the Bankruptcy Code and a motion approving a process for the Debtors to sell substantially all of their assets with the Lender as the "stalking horse" with bid protections acceptable to the Lender; (c) Entry of a Court order within 10 days of the Petition Date approving the Bid Procedures Motion; and (d) Entry of a Court order within 30 days of the Closing Date in a form and substance acceptable to the Lender authorizing the Debtors to sell substantially all of their assets, including the Collateral, to the Lender in accordance with section 363 of the Bankruptcy Code. The "Carve Out" means the sum of (i) all fees and expenses required to be paid to the Clerk of the Court and the United States Trustee pursuant to 28 U.S.C. section 1930(a) plus interest at the statutory rate; (ii) all reasonable fees and expenses up to $10,000 incurred by any Subchapter 5 trustee appointed in these Bankruptcy Cases; and (iii) to the extent allowed by Court order, all unpaid fees and expenses accrued or incurred by persons or firms retained by the Debtors and any statutorily appointed committee in these cases, in an aggregate amount not to exceed $150,000. A copy of the order is available at https://bit.ly/42TjwlJ from PacerMonitor.com. About Five64, LLC Five64, LLC is a developer and provider of interstate and state vehicle registration solutions headquartered in Texas, United States. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-30767) on April 19, 2023. In the petition signed by Hoke Smith and Pamela Smith as chief executive officer and member, respectively, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Sandra R. Klein oversees the case. Thomas D. Berghman, Esq., at Munsch Hardt Kopf and Harr, P.C. represents the Debtor as legal counsel. FIVE64 LLC: Taps Munsch Hardt Kopf & Harr as Bankruptcy Counsel --------------------------------------------------------------- Five64, LLC and 64 IP Holdings, LLC seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Munsch Hardt Kopf & Harr, P.C. as bankruptcy counsel. The firm will render these services: a. serve as attorneys of record for the Debtors in all aspects, including any adversary proceedings commenced in connection with their Chapter 11 cases, and provide representation and legal advice to the Debtors throughout these cases; b. assist the Debtors in carrying out their duties under the Bankruptcy Code; c. consult with the United States Trustee, any statutory committee that may be formed, and all other creditors and parties-in-interest concerning administration of the Bankruptcy Cases; d. assist in potential sales of the Debtors' assets; e. prepare legal papers; f. assist the Debtors in connection with formulating and confirming a Chapter 11 plan; g. assist the Debtors in analyzing and appropriately treating the claims of creditors, including objecting to claims and trying claim objections; h. appear before the bankruptcy court and any appellate courts or other courts having jurisdiction over any matter associated with the bankruptcy cases; i. defend the Debtors against any and all actions and claims made against the Debtors and their property. i. perform all other legal services. The firm will be paid at these rates: Thomas Berghman, Shareholder $550 per hour Phil Whitcomb, Shareholder $650 per hour An Nguyen, Associate $400 per hour On April 18, 2023, the Debtors paid the firm $68,239.49 for pre-bankruptcy services. As disclosed in court filings, Munsch is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas D. Berghman, Esq. Munsch Hardt Kopf & Harr, P.C. 500 N. Akard St., Ste. 3800 Dallas, TX 75201 Email: tberghman@munsch.com About Five64 LLC Five64, LLC is a developer and provider of interstate and state vehicle registration solutions headquartered in Texas. Five64 and affiliate 64 IP Holdings, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 23-30767) on April 19, 2023. At the time of the filing, Five64 reported $1 million to $10 million in both assets and liabilities while 64 IP Holdings reported $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Judge Scott W. Everett oversees the cases. Thomas D. Berghman, Esq., at Munsch Hardt Kopf and Harr, P.C. represents the Debtors as legal counsel. FTX GROUP: Former Official Gets Approval to Sue Celebrities ----------------------------------------------------------- Aislinn Keely of Law360 reports that a Florida federal judge gave FTX investors the green light Friday, May 12, 2023, to file an amended proposed class action complaint that includes new information from the bankrupt crypto exchange's ex-compliance chief, material the investors said rebuts claims by celebrity brand ambassadors that they are out of court's jurisdiction. 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. GHOST TRAIN: Gets OK to Hire C. Taylor Crockett as Legal Counsel ---------------------------------------------------------------- Ghost Train Brewing Company, Inc. received approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ C. Taylor Crockett, Esq., an attorney practicing in Birmingham, Ala., as its counsel. Mr. Crockett will render these services: (a) advise the Debtor of its powers, and duties in the continued management of its financial affairs and property; (b) prepare legal papers; (c) review all leases and other corporate papers and prepare necessary motions to assume unexpired leases or executory contracts and assist in preparation of corporate authorizations and resolutions regarding the Chapter 11 case; and (d) perform all other legal services for the Debtor. Mr. Crockett will be paid at his hourly rate of $425. He also received a retainer of $35,000 plus filing fee of $1,738. The attorney disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: C. Taylor Crockett, Esq. C. Taylor Crockett, PC 2067 Columbiana Road Birmingham, AL 35216 Telephone: (205) 978-3550 Email: taylor@taylorcrockett.com About Ghost Train Ghost Train Brewing Company, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-01225) on May 8, 2023, with $1,982,061 in assets and $8,398,094 in liabilities. Rita Hullett, Esq., at Rita L. Hullett, LLC has been appointed as Subchapter V trustee. C. Taylor Crockett, Esq., at C. Taylor Crockett, P.C. is the Debtor's legal counsel. GOBO LTD: Taps Associates Realty to Sell Ohio Properties -------------------------------------------------------- Gobo, Ltd. seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to employ Associates Realty to market and sell its real properties located along Horizons Drive, in Columbus, Ohio. Associates Realty will be paid a commission of 6 percent of the gross selling price. Nathaniel Marks, a member of Associates Realty, disclosed 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: Nathaniel Marks Associates Realty 615 Copeland Mill Rd., Ste. 1D Westerville, OH 43081 About Gobo Ltd. Gobo, Ltd. is an Ohio limited liability company, which owns and operates real estate located at 4000 Horizons Drive, Columbus, Ohio. It is owned by Donald A. Lee and his wife Cheryl B. Lee. Gobo, Ltd. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-50619) on March 1, 2023, with up to $10 million in both assets and liabilities. Mr. Lee, president of Gobo, Ltd., signed the petition. Judge Mina Nami Khorrami oversees the case. Strip Hoppers Leithart McGrath and Terlecky Co., LPA represent the Debtor as legal counsel. GULFPORT ENERGY: S&P Affirms 'B' ICR, Outlook Stable ---------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Oklahoma-based exploration and production (E&P) company Gulfport Energy Corp. and its 'B+' issue-level rating on its senior unsecured debt. S&P said, "The stable outlook reflects our expectation that the company will sustain strong financial measures during the next 12 months, including FFO to debt of over 100%. We expect Gulfport will also maintain a disciplined financial policy that focuses on generating free cash flow and keeping its shareholder distributions within its cash flows. "We expect Gulfport's financial measures will remain strong for the rating despite weaker natural gas prices. "We expect the company's financial measures to remain strong due to its low debt levels--including its repayment of $145 million of borrowings on its reserve-based lending (RBL) facility during the first quarter--restrained capital spending, and modest financial policies. Therefore, we assume FFO to debt of more than 100% and debt to EBITDA of comfortably below 1x over the next 12 months in our base-case forecast. We also expect Gulfport will remain cash flow positive and anticipate it will use its excess cash flow for shareholder returns and to help fund potential acquisitions." The hedges on the company's expected production provide it with some cash flow stability over the next 12 months. S&P said, "As of March 31, 2023, we estimate Gulfport had hedges on about 50% of its 2023 production and 40% of its 2024 production, which provide it with a buffer against the much weaker natural gas prices expected in 2023 relative to 2022's elevated levels. We expect the company will continue to hedge a material proportion of its production to provide it with a base level of cash flows to fund its capital expenditures (capex) and shareholder returns. We view this favorably because it ensures a relatively stable level of cash flows, which is especially beneficial given the recent volatility in natural gas prices." Gulfport's expected production levels and proved developed reserves remain in line with those of its 'B' category peers. The company's 2022 proved developed reserves (about 2.3 trillion cubic feet equivalent) and production (about 1 billion cubic feet equivalent per day [bcfe/day]) compare favorably with those of its 'B' rated peers, such as Aethon United BR L.P., and Rockcliff Energy II LLC. Its higher percentage of proved developed reserves, about 57%, greater exposure to liquids production relative to peers, and focus on maintaining relatively flat production levels will likely also limit the need for elevated capital spending and support its free cash flow generation. S&P said, "The stable outlook reflects our expectation the Gulfport will sustain strong financial measures during the next 12 months, including FFO to debt of over 100%, while maintaining adequate liquidity. We also expect management will follow a disciplined financial policy that focuses on generating free cash flow and keeping its shareholder distributions within its cash flows." S&P could lower its rating if: -- Gulfport pursues a more aggressive financial policy than anticipated, incorporating large debt-financed acquisitions or debt-funded shareholder returns; -- Its FFO to debt falls below 30% with no near-term remedy; or -- Its liquidity materially weakens. S&P could raise its rating on Gulfport if: -- It further expands its production and developed reserves to levels comparable with those of its higher-rated peers; and -- It maintains at least adequate liquidity and FFO to debt of comfortably above 30%. ESG credit indicators: E-4, S-2, G-3 S&P said, "Environmental factors are a negative consideration in our credit rating analysis of Gulfport Energy Corp. because the E&P industry is contending with an accelerating energy transition and the 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. Although it has set no goals for emissions reductions, Gulfport has been a member of The Environmental Partnership since 2018, which is focused on the oil and gas industry's care of the environment and the reduction of methane and volatile organic compound emissions. Governance is a moderately negative consideration, as is the case for most rated entities with significant ownership by private-equity sponsors." HCC CATERERS: Kelly's Restaurants File for Chapter 11 for 2nd Time ------------------------------------------------------------------ Bill Heltzel of Westchester and Fairfield County Business Journal reports that restaurateur Peter X. Kelly has petitioned for bankruptcy protection for the second time in less than four years to reorganize two restaurants that owe millions of dollars in state and federal taxes. HCC Caterers Inc., the owner of X20 Xaviars on the Hudson in downtown Yonkers, and Ripe Inc., owner of Restaurant X & Bully Boy Bar in Congers, Rockland County, filed Chapter 11 reorganization petitions May 5, 2023 in U.S. Bankruptcy Court, White Plains. The bankruptcies mirror similar circumstances in 2019 when HCC and Ripe sought bankruptcy protection. The new petitions were reportedly filed after the state Department of Taxation and Finance temporarily seized X20 to enforce tax debts, but both restaurants appear to be open for business now. Kelly, a Yonkers native who describes himself as a self-taught chef, has won acclaim for menus that incorporate classic French techniques, Italian and Spanish influences and Asian embellishments. His restaurants owe more than $3.5 million, according to their schedules of unsecured claims, to the IRS, the U.S. Department of Labor Wage and Hour Division, and New York State. HCC, for instance, shows $1,038,886 owed to the IRS, $960,716 to the state, and $263,077 to the Department of Labor. Ripe shows $633,200 owed to the state, $433,780 to the IRS, and $241,618 to the Department of Labor. The state has submitted formal claims that put the debts for both businesses at more than $3 million, or nearly double the $1.6 million that the petitions list. The state's claims include both secured and unsecured debts, whereas Kelly has not yet disclosed his secured debts. Both businesses estimated assets of less than $50,000 and liabilities of $1 million to $10 million. HCC, Ripe, and Kelly personally filed for Chapter 11 protection in 2019. Combined, they declared $1.3 million in assets and $6.7 million in liabilities. Two years ago, bankruptcy court dismissed all three cases at the request of U.S. William K. Harrington. The restaurants had struggled to reorganize during the Covid-19 pandemic, according to the trustee's trial attorney, Greg M. Zipes. They had been losing money every month, assets were declining steadily and their cash reserves were decreasing. By February 2021, two out of every five employees were no longer working for the restaurants, according to their monthly operating reports, leaving 37 at XO and 21 at Restaurant X and Bully Boy Bar. "It is unlikely," Zipes told the court a year after the restaurants declared bankruptcy, "that the debtors have the ability to rehabilitate themselves if economic conditions do not change." In the new cases, the restaurants must file more detailed financial information later this month and submit reorganization plans in September. HCC and Ripe are represented by New City attorney Scott B. Ugell. About HCC Caterers and Ripe Inc. HCC Caterers Inc. owns the X20 Xaviars on the Hudson in downtown Yonkers, and Ripe Inc., owns the Restaurant X & Bully Boy Bar in Congers, Rockland County, New York. The restaurants are owned by restaurateur Peter X. Kelly. HCC and Ripe first sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23634) on Sept. 12, 2019. Both estimated assets of less than $50,000 and debts of less than $10 million at the time of the filing. HCC Caterers Inc. and Ripe Inc. again sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22341 and 23-22342) on May 5, 2023. In the petition filed by Peter X. Kelly, as authorized representative, HCC Caterers reported assets up to $50,000 and liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Sean H. Lane oversees the cases. The Debtors are represented by: Scott B. Ugell, Esq. UGELL LAW FIRM, P.C. 151 North Main Street Suite 202 New City, NY 10956 Tel: 845-639-7011 Fax: 845-639-7004 Email: scott@ugelllaw.com HERTZ CORP: Stockholders File Suit Over Controller's Free Ride -------------------------------------------------------------- Jeff Montgomery of Law360 reports that a Hertz Global Holdings stockholder has launched a proposed class and derivative suit in the Delaware Chancery Court seeking damages for company stock buybacks that vaulted "for free" a large shareholder, CK Amarillo LP, into a 57% controller position. About Hertz Corp. Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. They also operate a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 20-11218). Judge Mary F. Walrath oversees the cases. The Debtors have tapped White & Case LLP as their bankruptcy counsel, Richards, Layton & Finger, P.A., as local counsel, Moelis & Co. as investment banker, and FTI Consulting as financial advisor. The Debtors also retained the services of Boston Consulting Group to assist the Debtors in the development of their business plan. Prime Clerk LLC is the claims agent. The U.S. Trustee for Regions 3 and 9 appointed a Committee to represent unsecured creditors in Debtors' Chapter 11 cases. The Committee has tapped Kramer Levin Naftalis & Frankel LLP as its bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as Delaware counsel, UBS Securities LLC as investment banker, and Berkeley Research Group, LLC, as financial advisor. Ernst & Young LLP provides audit and tax services to the Committee. * * * Hertz Global and its subsidiaries emerged from Chapter 11 bankruptcy at the end of June 2021. Hertz won approval of a Plan of Reorganization that unimpaired all classes of creditors (who are legally deemed to have accepted it) and was approved by more than 97% of voting shareholders. The Plan provided for the existing shareholders to receive more than $1 billion of value. Recovery by shareholders of close to $8 a share was made possible after a fierce competition among bidders for control in the company. Initial offers from potential bidders for Hertz in its bankruptcy offered nothing for equity. Hertz in May 2021 selected investment firms Knighthead Capital Management LLC and Certares Management LLC, joined by other investors including Apollo Global Management Inc. and a group of existing shareholders, as the winning bidders for control of the bankrupt company. A rival group that included Centerbridge Partners LP, Warburg Pincus LLC and Dundon Capital Partners LLC was outbid at auction. Hertz's Plan eliminated over $5 billion of debt, including all of Hertz Europe's corporate debt, and will provide more than $2.2 billion of global liquidity to the reorganized Company. Hertz also emerged with (i) a new $2.8 billion exit credit facility consisting of at least $1.3 billion of term loans and a revolving loan facility, and (ii) an $7 billion of asset-backed vehicle financing facility, each on favorable terms. HORIZON THERAPEUTICS: FTC Lawsuit No Impact on Moody's Ba1 Rating ----------------------------------------------------------------- Moody's Investors Service commented that the ratings and outlooks of Amgen Inc. and Horizon Therapeutics USA Ltd, a subsidiary of Horizon Therapeutics plc (collectively "Horizon") are unaffected by the announcement that the US Federal Trade Commission (FTCR) is seeking to block Amgen's pending acquisition of Horizon. Amgen is rated Baa1 with a negative outlook, and Horizon is rated Ba1 (corporate family rating) with ratings on review for upgrade. The FTC has filed a lawsuit in federal court to block the transaction, citing anti-competitive concerns. Amgen has stated that it remains committed to the acquisition and intends to work with the court on a schedule that would allow the transaction to close by mid-December. Amgen's Baa1 ratings and negative outlook already incorporate the anticipated credit benefits of the transaction including improved scale, diversity and growth, tempered by the credit risks including higher financial leverage and integration risks. Moody's rating of Amgen prior to the acquisition announcement was Baa1 with a stable outlook. If the Horizon deal does not close, Amgen's financial leverage will remain moderate absent other debt-financed acquisitions. If the deal does not close by a specified date (generally January 1, 2024 unless otherwise extended) Amgen will be required to redeem $21.25 billion out of the $24 billion of senior unsecured bonds recently issued in anticipation of the acquisition. For Horizon, if the transaction does not close Moody's will continue to assess the company's credit profile on a stand-alone basis incorporating any changes in financial policies. The Ba1 corporate family rating reflects Horizon's strong growth outlook driven by rising sales of Tepezza and Krystexxa, and its solid credit metrics. These include gross debt/EBITDA of 2.7x as of March 31, 2023 based on Moody's calculations and annual free cash flow of over $1 billion. Horizon has no material debt maturities until 2026, and reported cash on hand of over $2 billion as of March 31, 2023. HYLIFE FOODS: Losing $6 Million Every Month While in Chapter 11 --------------------------------------------------------------- Christopher Vondracek of Star Tribune reports that just weeks before a pork slaughterhouse's announced closure date, bankruptcy court documents filed by HyLife Foods Windom paint a dire picture of its financial freefall since the early days of the COVID-19 pandemic. An affidavit from a HyLife executive filed in federal bankruptcy court in Delaware last month revealed HyLife Windom was, on average, losing $6 million to $7 million a month since the Canadian company took over the plant in May 2020. Now, more than 1,000 employees stand ready to lose their jobs and other residents in the town of 5,000 brace for financial disruption to the city and school. The company's executives in Canada, Japan and Thailand are running HyLife Windom through a complicated bankruptcy sale and is attempting to sell the debt-ridden operation. HyLife is seeking a stalking horse bidder — which is an outside firm that agrees to place the first bid on distressed assets, setting the bidding floor. Until very recently, the plant and its large workforce had been an economic driver for the town. "I would say they've brought a lot of people into the area and a lot of people into town," Larry Anderson, a Cottonwood County Commissioner, said. "I would call them a good neighbor." With just two weeks to go until the planned closure, anxiety is heightened in Windom and its school district, where administrators are eying a substantial hole in the student body come next fall. At its height, the 226,737-square foot factory — a midsized pork plant — slaughtered 5,600 pigs a day and employed hundreds of workers, many immigrants from Central America, southeast Asian and Africa. According to the company's own court filings, HyLife Windom sold 325 million pounds of pork in 2022, generating $370 million in sales. In an affidavit, HyLife CEO Grant Lazaruk called the purchase of the Windom plant in May of 2020 — when American slaughterhouses battled outbreaks of COVID-19 cases among workers, and as meat shortages fueled consumer demand across the country — "unfortunate timing." The pandemic "greatly impacted the processing and production of pork across the United States, with effects resonating throughout the pork supply chain," Lazaruk said, in an affidavit dated April 27. As of late April 2023, according to bankruptcy documents, HyLife Windom owed money to a longlist of domestic and international creditors, including $108 million to American ag financiers. The documents also reveal a complicated ownership chain touching North American and Asia. Manitoba-based HyLife, a leading Canadian pork producer, owns the plant in Windom, as well as two subsidiaries involved in the bankruptcy proceedings: Tritek and Canwin Farms, a South Dakota hog company. Two other companies — a Canadian affiliate of Thailand-based food giant Charoen Pokphand Foods and the Japanese trading company Itochu Corporation — each split ownership of HyLife. Until March, Minnesota businessman Glen Taylor had a 25% stake in the Windom plant. Taylor had previously reopened the plant, transitioning it from a former beef plant to a pork one, in 2016. Taylor also owns the Star Tribune in a separate business venture. A representative for Taylor said he was traveling Friday and unable to respond to a request for comment. Pork is a commodity and, like other raw agricultural goods, is prone to volatile market forces that produce dramatic financial swings. Successful pork processors ride the market waves. It's unclear from the documents what ultimately doomed HyLife Windom — a company whose pork products traveled from the southwest Minnesota plant to consumers' plates around the globe in three weeks — while other processors flourished. Last December, for example, Austin, Minn.-based Hormel Foods posted a 9% yearly increase on earnings, reporting $12.5 billion. A year earlier, Chinese WH Group, which owns hog giant Smithfield, grew the company nearly 7% to $27 billion. But by last summer, HyLife wanted out of Windom. The company hired London-based PricewaterhouseCoopers in August to find a buyer for the Windom plant, according to bankruptcy documents. After failing to produce suitors, the company hired Intrepid Investment Bankers, of Los Angeles, in late February to prepare for bankruptcy. According to Lazaruk's affidavit, the company has heard from 115 interested parties, made one management presentation and hosted two site visits. Still, the company has no bidder yet. Tensions at the plant In Windom, the slaughterhouse continues to churn as the early June closure date approaches. According to workers, their hours have been cut on both shifts, frustrating employees and falling short of expectations for many visa-holders who'd come to the U.S. based on the promise of a contract and high wages. A video shared with the Star Tribune, and confirmed by the company, highlights growing frustration among the plant workers over the company's closure plans. In the video, workers appear visibly anxious and angry when a coworker threatens to terminate them early and send visa-holders back to their home countries. "They're going to fire us," one worker is heard to say. In a response to the video, Stacey Ashley, a HyLife spokeswoman, said after a recent informational meeting, employees refused to start their shift. "Understanding the heaviness of the current reality, we gave the group a moment in the cafeteria to reflect and then asked employees on three separate occasions if they would please begin work," Ashley said. During the exchange, Ashley said, the company communicated to the workers they would be out of a job if they refused to work. "Currently, our entire team in Windom remains employed, including our H-2B employees," she said. City officials in Windom are hoping for a new buyer but planning for the absence of the massive factory, which helps fund the sewer and ongoing housing projects, and brings in students of the workers to the schools. Windom faces funding gaps On Tuesday, the Windom City Council voted to approve a resolution requesting $18 million from the Minnesota legislature. Funds would shore up $10.5 million to finish a housing project created in partnership with HyLife that would provide local housing for workers, many of whom are currently housed in a former hotel in Mankato and bused in for daily shifts. Additionally, part of the $18 million would reduce debt at a renovated wastewater treatment plant. "We just totally re-did the whole wastewater treatment plant, which was millions of dollars," Jenny Quade, a Windom city councilmember, said. Quade said HyLife had agreed to pay for a percentage of that upgrade. "What do we do? Pass all that debt onto the citizens of Windom?" Local officials also asked the state to send $1 million to the local school system. Dustin Stevens, school board chair for Windom Area Schools said officials estimate about 100 of the district's 1,000 students are children of HyLife workers. "Approximately half of those students could be leaving," Stevens said. The departure would deliver a blow to a rural district that, in recent years, had welcomed more students to Windom, hiring English-language specialists to help the immigrant population succeed in school. Now, Stevens said school officials eye as much as a $860,000 hole in a $15 million budget. Stevens anticipated "absorbing" more than $200,000 in staff positions, including an English language learning specialist, by — or leaving roles unfilled as teachers resign or retire. As the school year winds down, he said, uncertainty continues to gnaw at children whose parents may not have work. School officials are working to provide support for these children, he said, but it's been "difficult" to get much information from HyLife. "From what we're understanding," Stevens said, "[visa-holders] have 10 days from their termination of employment to return to their home country." About Hylife Foods Windom Hylife Foods Windom is a pork processing plant in Windom, Minnesota. Hylife Foods Windowm sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10521) on April 27, 2023. In the petition filed by Grant Lazaruk, as chief executive officer, the Debtor reports assets and liabilities between $100 million and $500 million. The Debtor is represented by: Jeremy William Ryan, Esq. Potter Anderson & Corroon LLP 2850 Highway 60 E. Windom, MN 56101 HYRECAR INC: Getaround to Buy Rival for $9.5 Million ---------------------------------------------------- Alex Wolf of Bloomberg Law reports that Getaround Inc., a publicly traded company that allows car owners to rent their vehicles to ride-share and delivery drivers, is buying competitor HyreCar Inc. out of bankruptcy for $9.45 million. Through the acquisition, Getaround aims to boost its position in the digital car-sharing market and connect "tens of thousands of gig drivers" with thousands of additional cars, it said. The purchase, announced late Thursday, comes just six months after Getaround went public through a de-SPAC transaction and instantly saw its stock price plummet by about 70% on its first day of trading. About Hyrecar Inc. HyreCar Inc. is a nationwide leader operating a carsharing marketplace for ridesharing and food and package delivery nationwide via its proprietary technology platform. HyreCar filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10259) on Feb. 25, 2023, with $10 million to $50 million in both assets and liabilities. Mark Allen, manager, signed the petition. The Debtor tapped Greenberg Glusker Fields Claman & Machtinger LLP and Cole Schotz, PC as legal counsel; and Zukin Partners, LLC as investment banker. Donlin, Recano & Company, Inc. is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Blank Rome, LLP and Dundon Advisers, LLC serve as the committee's legal counsel and financial advisor, respectively. IMV INC: Canadian Court Sets July 31, 2023 Claims Bar Date ---------------------------------------------------------- Pursuant to the initial order dated May 1, 2023 by a Canadian court, FTI Consulting Canada Inc was appointed as monitor of IMV Inc, Immunovaccine Technologies Inc., and IMV USA Inc., and pursuant to the claims procedures order, will conduct a claims procedure with respect to claims against the Companies and their present and form directors and officers. Additionally, the Monitor is required to send claims packages to, among others, the Companies' known creditors. The claims procedure order, the claims package, a proof of claim and related materials may be accessed from the monitor's website at http://cfcanada.fticonsulting.com/imv All persons wishing to assert a claim against the Companies or their directors or officers must file a proof of claim with the monitor. The claims bar date for claims other than claims against directors and officers and restructuring claims is 5:00 p.m. (Halifax Time) on July 31, 2023. The claims bar date for claims against directors and officers is 5:00 p.m. (Halifax Time) on Aug. 29, 2023. The claims bar date for restructuring claims is the later of (i) the pre-filing claims bar date and (ii) 5:00 p.m. (Halifax Time) on the date that is 30 days after the date of receipt of a notice from the Companies giving rise to the restructuring claim. Any notice or communication required to be provided or delivered, including for greater certainty any proof of claim, will be in writing in substantially the form, if any, provided for the claims procedure order and will be sufficiently given only if delivered by email, or if a creditor is unable to do so, and after notifying the monitor of the method of delivery via the telephone hotline (416-649-8121 or 1-833-860-8353), by prepaid registered mail, courier, or personal delivery, addressed to: if to the Companies: McCarth Tetrault LLP 1000 De La Gauchetiere Street West, MZ400 Montreal, QC H3B 0A2 Attn: Alain N. Tardif Francois Alexandre Toupin Email: atardif@mccarthy.ca fatoupin@mccarthy.ca if to the Monitor: FTI Consulting Canada Inc. TD Waterhouse Tower 79 Wellington Street West Suite 2010, PO Box 104 Toronto, ON M5K 1G8 with copy to: Stikeman Elliott LLP 5300 Commerce Court West 199 Bay Street Toronto, Ontario M5L 1B9 Attn: Maria Konyukhova Email: mkonyukhova@stikeman.com About IMV Inc. IMV Inc. -- https://www.imv-inc.com/ -- is a clinical-stage immuno-oncology company advancing a portfolio of therapies based on the Company's immune-educating platform: the DPX technology. On May 1, 2023 IMV Inc., Immunovaccine Technologies Inc. and IMV USA Inc. ought and obtained an order from the Supreme Court of Nova Scotia (the "Court") under the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA"). The Initial Order provides, among other things, a stay of proceedings until May 5, 2023 which may be extended by the Court from time to time. Pursuant to the Initial Order, FTI Consulting Canada Inc. has been appointed as monitor. On May 5, 2023 the Applicants obtained an order from the Court extending the period of the Court-ordered stay of proceedings against the Applicants under the Companies' Creditors Arrangement Act until July 17, 2023. Proceedings under Chapter 15 of the U.S. Bankruptcy Code were initiated by the foreign representative of the Applicants on May 8, 2023, and a provisional order was entered in the Chapter 15 proceedings on May 9, 2023. INSYS THERAPEUTICS: Trustee Seeks to Stop Insurance Coverage Suit ----------------------------------------------------------------- Insys Therapeutics' liquidation trust is asking a Delaware bankruptcy judge to block an Arizona lawsuit over insurance coverage for claims against the opioid drugmaker's ex-officers and directors, saying the suit is barred by both bankruptcy precedent and Insys' Chapter 11 plan. William H. Henrich, as liquidating trustee of the Insys Liquidation Trust brings this action seeking declaratory, injunctive, and other relief against XL Specialty Insurance Company related to its prosecution of an unauthorized Arizona lawsuit against the Trustee in violation of (1) the Barton doctrine as recognized by the United States Supreme Court and the Third Circuit; and (2) the Bankruptcy Court’s order confirming the Chapter 11 plan in these bankruptcy cases. As part of his investigation, the Trustee analyzed the allegations in an existing pre-petition action filed by certain shareholders asserting derivative claims against the D&Os in the Delaware Court of Chancery (the "D&O Action"). See In re Insys Therapeutics Inc. Derivative Litigation, C.A. No. 12696-JTL (Del. Ch.). Based upon his investigation, the Trustee ultimately determined that the Liquidation Trust had viable claims against the D&Os. In the amended complaint, the Trustee claims that two of the D&Os -- John Kapoor and Michael Babich -- implemented an unlawful three-part scheme for selling and marketing the Debtors' pharmaceutical product, SUBSYS, a fentanyl-based spray approved by the U.S. Federal Drug Administration (the "FDA") for treatment of cancer patients: (i) bribing doctors to write more Subsys prescriptions, even where not medically appropriate or necessary; (ii) directing the Debtors' salesforce to pressure doctors into writing prescriptions for stronger doses of Subsys than medically indicated or FDA-approved; and (iii) defrauding third-party insurers and government payors into covering the costs of medically unnecessary or otherwise unlawful Subsys prescriptions. The four remaining D&Os—the outside directors—failed (i) to implement sufficient board-level monitoring of compliance risks involving the sale and marketing of Subsys; and (ii) to respond to "red flags" regarding the apparent non-compliant activity surrounding Subsys. On March 31, 2023, XL commenced a lawsuit against the Trustee and the D&Os in Arizona state court (the "Arizona Lawsuit"), seeking: (1) a declaratory judgment that XL's excess policy in the 2013-14 Tower does not provide coverage for the D&O Action; and (2) an award of XL's attorney's fees incurred in that lawsuit. XL did not obtain leave or other authorization from the Bankruptcy Court before commencing the Arizona Lawsuit against the Trustee. "The Trustee will suffer immediate and irreparable harm if XL is allowed to proceed with, and is not enjoined from prosecuting, the Arizona Lawsuit. The Trustee not only will be forced to incur fees and expenses defending the lawsuit, but also will be facing the risk of adverse and inconsistent rulings in this unauthorized lawsuit," the Trustee said in court filings. "The threatened harm to the Trustee from the Arizona Lawsuit outweighs any injury to XL caused by enjoining its prosecution of that lawsuit. In fact, XL will suffer little or no injury, as it has already denied coverage and is not advancing any defense costs to the D&Os. XL will merely have to wait for the Trustee to pursue an action regarding the coverage issue in an appropriate forum pursuant to the Settlement Agreement with the D&Os." About Insys Therapeutics Headquartered in Chandler, Ariz., Insys Therapeutics Inc. -- http://www.insysrx.com/-- is a specialty pharmaceutical company that develops and commercializes innovative drugs and novel drug delivery systems of therapeutic molecules that improve patients' quality of life. Using proprietary spray technology and capabilities to develop pharmaceutical cannabinoids, Insys is developing a pipeline of products intended to address unmet medical needs and the clinical shortcomings of existing commercial products. Insys is committed to developing medications for potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome, opioid addiction and overdose, and other disease areas with a significant unmet need. As of March 31, 2019, Insys had $172.6 million in total assets, $336.3 million in total liabilities, and a total stockholders' deficit of $163.7 million. Insys Therapeutics and six affiliated companies filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11292) on June 10, 2019. The Debtors' cases are assigned to Judge Kevin Gross. The Debtors tapped Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., as legal counsel; Lazard Freres & Co. LLC as investment banker; FTI Consulting, Inc. as financial advisor; and Epiq Corporate Restructuring, LLC as claims agent. Andrew Vara, acting U.S. trustee for Region 3, on June 20, 2019, appointed nine creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. Akin Gump Strauss Hauer & Feld LLP, and Bayard, P.A., serve as the Committee's attorneys; and Province, Inc., is the financial advisor. * * * Insys sold its epinephrine 7mg and 8.5mg unit-dose nasal spray products and naloxone 8mg unit-dose nasal spray products and certain equipment and liabilities to Hikma Pharmaceuticals USA Inc. for $17 million. It sold for $12.2 million to Chilion Group Holdings US, Inc., its (i) CBD formulations across current pre-clinical, clinical, third-party grants and investigator initiated study activities (including any future activities or indications), (ii) THC programs of Syndros oral dronabinol solution, and (iii) Buprenorphine products. Insys sold to BTcP Pharma, LLC for $52 million in royalty payments plus other amounts all strengths, doses and formulations in the world (except for the Republic of Korea, et al.). Insys sold to Pharmbio Korea, Inc., for $1.2 million in cash specific intellectual property, records and certain other assets related to strengths, doses and formulations of the Subsys Product in the Republic of Korea, Japan, China, Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, Philippines, Singapore, Thailand, Timor-Leste, and Vietnam. After selling substantially all of their assets, the Debtors filed a Chapter 11 Plan and Disclosure Statement. Judge Kevin Gross on Jan. 16, 2020, confirmed the Debtors' Plan of Liquidation. JAJE ONE: Unsecured Creditors to Recover 100% in 36 Months ---------------------------------------------------------- Jaje One LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement describing Chapter 11 Plan dated May 14, 2023. The Debtor is a Limited Liability Corporation. Debtor owns a condo at valued at $500,000 20191 E Country Club Dr, apt 403. Miami, FL 33180. During the two years prior to the date on which the bankruptcy petition was filed, the officers, directors, managers or other persons in control of the Debtor (collectively the "Managers") were Managing Member Laurent Benzaquen. This chapter 11 was filed August 28, 2022 to reorganize the first mortgage and the condo association, as well as an unsecured claim. Debtor through affiliates has contributed new value including attorneys' fees, plus more for plan payments. Debtor is and will also be paying bank and condo payments along with US Trustee fees, and payments to unsecured and administrative creditors, adding up to a significant sum. New value is counted as a credit against the absolute priority rule. Class 4 consists of General Unsecured Claims. General Unsecured Creditors include the IRS claim 1 of $2,000; and the Bravo Law Firm claim 3 of $12,900. Allowed unsecured claims will be paid 100% over 36 months with $413.88 per month. Class 5 consists of Equity Security Holders of the Debtor. Equity Holders will retain their interests or be issued new memberships for new value paid in this case. Payments and distributions under the Plan will be funded by Agostinho Calcada and affiliates and rent income. Debtor will be able to make the payments required under the plan from continuing contributions outside of the plan Cromwell and Forbes, the real estate company where he has his real estate license. The net result is Mr. Benzaquen can demonstrate his ability to make monthly payments. A full-text copy of the Disclosure Statement dated May 14, 2023 is available at https://bit.ly/3Wg1rMw from PacerMonitor.com at no charge. The Debtor is represented by: Joel M. Aresty, Esq. Joel M. Aresty, P.A. 309 1st Ave S Tierra Verde FL 33715 Tel: (305) 904-1903 Fax: (800) 899-1870 Email: Aresty@Mac.com About Jaje One JAJE One, LLC, a company in Miami Beach, Fla., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-16629) on Aug. 28, 2022, with up to $10 million in assets and up to $1 million in liabilities. Judge Robert A. Mark oversees the case. The Debtor is represented by Joel M. Aresty, Esq., at Joel M. Aresty, P.A. JUSTICE SAND: Seeks to Tap The Lane Law Firm as Bankruptcy Counsel ------------------------------------------------------------------ Justice Sand Co. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ The Lane Law Firm, PLLC as its counsel. The firm will render these legal services: (a) assist, advise, and represent the Debtor relative to the administration of the Chapter 11 case; (b) assist, advise, and represent the Debtor in analyzing its assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; (c) attend meetings and negotiate with the representatives of the secured creditors; (d) assist the Debtor in the preparation, analysis, and negotiation of any plan of reorganization and disclosure statement accompanying any plan of reorganization; (e) take all necessary action to protect and preserve the interests of the Debtor; (f) appear, as appropriate, before this court, the appellate courts, and other courts in which matters may be heard and to protect the interests of the Debtor before said courts and the United States Trustee; and (g) perform all other necessary legal services in this case. The hourly rates of the firm's counsel and staff are as follows: Robert C. Lane, Partner $550 Joshua D. Gordon, Partner $500 Associate Attorneys $375 - $425 Bankruptcy Paralegals/Legal Assistants $150 - $190 In addition, the firm will seek reimbursement for expenses incurred. The firm received payments for its retainer in the amount of $50,000 on multiple dates from April 18, 2023 through May 5, 2023 and in the amount of $30,000 for financial advice and representation of the Debtor. Mr. Lane disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert C. Lane, Esq. Joshua D. Gordon, Esq. A. Zachary Casas, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Telephone: (713) 595-8200 Facsimile: (713) 595-8201 Email: notifications@lanelaw.com joshua.gordon@lanelaw.com zach.casas@lanelaw.com About Justice Sand Co. Justice Sand Co., Inc. is a family-owned and operated company that manufactures and provides construction materials and site work to commercial and residential customers. The company is based in Sweeny, Texas. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-80085) on May 8, 2023, with $1,800,713 in assets and $2,975,864 in liabilities. Brendon Singh, Esq., at Tran Singh, LLP has been appointed as Subchapter V trustee. Judge Jeffrey P. Norman oversees the case. The Lane Law Firm serves as the Debtor's bankruptcy counsel. KEYSTONE GAS: Amends Administrative Claims Pay Details ------------------------------------------------------ Keystone Gas Corporation submitted a Third Amended Disclosure Statement in support of Plan of Reorganization dated May 14, 2023. The primary purpose of the Plan is to facilitate the resolution and treatment of the Debtor's outstanding Claims, Liens and Equity Interests. The Plan contemplates a number of Restructuring Transactions, which will provide the basis and consideration for Claims against the Debtor. Under the Plan, claims against and Equity Interests in the Debtor are placed in Classes. Certain Claims, including Priority Claims and Administrative Claim are not classified and, if not paid prior to Confirmation, will receive payment in full in Cash on the distribution date set forth in the Plan. Administrative Claims (including Professional and Non-Professional Claims) total $500,000.00. In full and final satisfaction of Allowed Administrative Claims, each Allowed Administrative Claim shall, unless otherwise agreed, be paid in full in Cash by the Debtor by the later of (a) 15 days after the Effective Date, or (b) 15 days after becoming an Allowed Administrative Claim. Like in the prior iteration of the Plan, Class 9 consists of all other Allowed Unsecured Claim not placed in any other Class under the Plan. Each holder of an Allowed General Unsecured Claim shall receive in full and final satisfaction of such claim, on or before the one-year anniversary of the Effective Date, its Pro Rata share (taking into account the total amount of Allowed Claims in Classes 8 and 9) of the GUC Cash. This Class will receive a distribution of 13% of their allowed claims. Holders of Equity Interests in the Debtor will receive no Distributions under the Plan. On the Effective Date, all such Equity Interests shall be deemed cancelled, extinguished, and otherwise rendered null, void, and of no further force or effect. On or before the Effective Date, the Debtor shall effect the following Restructuring Transactions and execute all agreements, instruments, and other documents necessary to complete such transactions in the order: * On or prior to the Effective Date, Navitas and Southern Kentucky shall form and capitalize Pipeline ParentCo. The capital structure of Pipeline ParentCo shall include and require the following: -- Navitas shall contribute (i) the Navitas Prepetition Loan, and (ii) $50,000.00 cash to Pipeline ParentCo in exchange for 51% of the equity interests in Pipeline ParentCo; and -- Southern Kentucky shall contribute $150,000.00 cash to the Pipeline ParentCo in exchange for 49% of the equity interests in Pipeline ParentCo. * On or prior to the Effective Date, Navitas and Southern Kentucky shall form and capitalize ProcessingCo The capital structure of ProcessingCo shall include and require the following: -- Navitas shall contribute $300,000.00 cash to ProcessingCo in exchange for 49% of the equity interests in ProcessingCo; and -- Southern Kentucky shall contribute (i) the Post-Petition DIP Loan and (ii) $200,000.00 cash to ProcessingCo in exchange 51% of the equity interests in ProcessingCo. * On the Effective Date, Pipeline ParentCo shall purchase the New Common Shares and the Octagon System in exchange for forgiveness of the Navitas Prepetition Loan and the Recapitalization Cash. The Debtor or Reorganized Debtor, as applicable, is authorized to issue all Plan-related securities and documents, including, without limitation, the New Common Shares, without the need for any further corporate, partnership, or limited liability action. * ProcessingCo shall purchase the Processing Assets from the Debtor (the "Sale Transaction") in exchange for forgiveness of the Post-Petition DIP Loan and the Sale Transaction Cash. A full-text copy of Third Amended the Disclosure Statement dated May 14, 2023 is available at https://bit.ly/3MkbprK from PacerMonitor.com at no charge. Counsel for the Debtor: Courtney D. Powell, Esq. SPENCER FANE LLP 9400 N. Broadway Extension, Suite 600 Oklahoma City, OK 73114 Telephone: (405) 844-9900 Facsimile: (405) 844-9958 Email: cpowell@spencerfane.com - and - Jason P. Kathman, Esq. Megan F. Clontz, Esq. SPENCER FANE LLP 5700 Granite Parkway, Suite 650 Plano, TX 75024 Telephone: (972) 324-0300 Facsimile: (972) 324-0301 Email: jkathman@spencerfane.com mclontz@spencerfane.com About Keystone Gas Corporation Keystone Gas Corporation, a utility service provider in Drumright, Okla., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 22-12088) on Sept. 14, 2022. At the time of the filing, the Debtor reported $1 million to $10 million in both assets and liabilities. Judge Sarah A. Hall oversees the case. The Debtor tapped Spencer Fane, LLP as legal counsel and HBC CPAs & Advisors as accountant. LARRY BARBER: Seeks to Hire Bush Ross as Bankruptcy Counsel ----------------------------------------------------------- Larry Barber Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Bush Ross, PA as additional general counsel. Bush Ross will render these services: (a) advise the Debtor of its powers and duties; (b) prepare on behalf of the Debtor necessary legal papers; (c) appear before the court and the United States Trustee to represent and protect the interests of the Debtor; (d) assist with and participate in negotiations with creditors and other parties in interest; (e) represent the Debtor in all adversary proceedings, contested matters, and matters involving the administration of this case; and (f) perform all other legal services that may be necessary for the proper preservation and administration of this Chapter 11 case. Bush Ross has further agreed not to accept any compensation for fees in connection with this case and to accept this representation in exchange for only reimbursement of expenses. Kathleen DiSanto, Esq., an attorney at Bush Ross, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kathleen L. DiSanto, Esq. Bush Ross PA Post Office Box 3913 Tampa, FL 33601 Telephone: (813) 224-9255 Facsimile: (813) 223-9620 Email: kdisanto@bushross.com About Larry Barber Enterprises Established by Larry Barber, Larry Barber Enterprises Inc. is a full-service provider of tower civil design, construction and maintenance services across the United States, Puerto Rico, and the U.S. Virgin Islands. On the Web: http://www.larrybarberenterprises.com/ Larry Barber Enterprises sought bankruptcy protection under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02083) on May 24, 2022, listing up to $50,000 in assets and up to $10 million in liabilities. Amy Denton Mayer has been appointed as Subchapter V trustee. Judge Caryl E. Delano oversees the case. Jake C. Blanchard, Esq., at Blanchard Law, P.A. is the Debtor's counsel. LEGACY CARES: Gets OK to Hire Papetti as Special Counsel -------------------------------------------------------- Legacy Cares, Inc. received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Papetti Samuels Weiss McKirgan, LLP as special litigation counsel. The firm's services include: (a) representing the Debtor in an action filed by contractors in the Maricopa County Superior Court seeking liquidation of their claims and foreclosure of their liens; (b) representating the Debtor in adversary proceedings; (c) assisting the Debtor's bankruptcy counsel in contested matters and plan confirmation; and (d) any other related actions. Papetti will be paid at these rates: Robert McKirgan $560 per hour Randy Papetti $560 per hour Other Partners $435 to $560 per hour Associates $325 to $350 per hour Paralegals $225 per hour As disclosed in court filings, Papetti is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert McKirgan, Esq. Papetti Samuels Weiss McKirgan, LLP 16430 N. Scottsdale Road, Suite 290 Scottsdale, AZ 85254 Tel: (480) 800-3533 Email: rmckirgan@pswmlaw.com 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. The organization is based in Mesa, Ariz. Legacy Cares sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02832) on May 1, 2023, with $242,329,104 in assets and $366,719,676 in liabilities. Douglas Moss, president of Legacy Cares, signed the petition. Judge Daniel P. Collins oversees the case. The Debtor tapped Henk Taylor, Esq., at Warner Angle Hallam Jackson Formanek, PLC as bankruptcy counsel; Papetti Samuels Weiss McKirgan, LLP as special litigation counsel; and Miller Buckfire & Co., LLC and its affiliate, Stifel, Nicolaus & Co., Inc., as investment banker. Epiq Corporate Restructuring, LLC is the noticing, claims and balloting agent. LEGACY CARES: Taps Miller Buckfire & Co. as Investment Banker ------------------------------------------------------------- Legacy Cares, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Miller Buckfire & Co., LLC and its affiliate, Stifel, Nicolaus & Co., Inc., as investment banker. The firm's services include: a. familiarizing itself with the business, operations, properties, financial condition and prospects of the Bell Bank Park facility and assist Debtor in structuring and effecting the financial aspects of any potential transaction; b. identifying and contacting potential acquirers of the facility; c. participating or otherwise assisting in negotiations with acquirers; d. preparing and developing a facility sale memorandum for use in soliciting potential acquirers; and e. assisting the Debtor in the sale of the facility under Section 363 of the Bankruptcy Code or through a plan of reorganization. The firm will be paid as follows: a. A monthly fee of $75,000. b. Upon first receipt of aggregate consideration for each sale, equal to the greater of (i) $1.5 million, and (ii) the sum of 1.50 per cent of the first $185 million of aggregate consideration, plus 3 percent of aggregate consideration in excess of $185 million. c. Expense reimbursement. d. Fifty percent of the fifth and subsequent monthly fee actually paid by the Debtor will be credited once against any sale fee payable by the Debtor. James Doak, managing director at Miller Buckfire & Co., disclosed 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: James Doak Miller Buckfire & Co., LLC 787 Seventh Avenue New York, NY 10019 Telephone: (212) 895-1829/(212) 895-1800 Facsimile: (212) 895-1853 Email: james.doak@millerbuckfire.com info@millerbuckfire.com 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. The organization is based in Mesa, Ariz. Legacy Cares sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02832) on May 1, 2023, with $242,329,104 in assets and $366,719,676 in liabilities. Douglas Moss, president of Legacy Cares, signed the petition. Judge Daniel P. Collins oversees the case. The Debtor tapped Henk Taylor, Esq., at Warner Angle Hallam Jackson Formanek, PLC as bankruptcy counsel; Papetti Samuels Weiss McKirgan, LLP as special litigation counsel; and Miller Buckfire & Co., LLC and its affiliate, Stifel, Nicolaus & Co., Inc., as investment banker. Epiq Corporate Restructuring, LLC is the noticing, claims and balloting agent. LEGACY CARES: Taps Warner Angle Hallam Jackson as Legal Counsel --------------------------------------------------------------- Legacy Cares, Inc. received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Warner Angle Hallam Jackson & Formanek, PLC as bankruptcy counsel. The firm's services include: (a) advising and assisting Legacy Cares with respect to the obligations and limitations imposed upon it as a debtor in bankruptcy; (b) advising the Debtor with respect to the continued operation of its business while in bankruptcy; (c) advising the Debtor with respect to the treatment of claims against its bankruptcy estate and the assumption or rejection of executory contracts; (d) preparing pleadings and applications and attending all hearings and examinations necessary to the proper administration of the Debtor's bankruptcy case and related proceedings; (e) advising and assisting the Debtor in the formulation and presentation of a plan of reorganization; and (f) other necessary legal services. The firm will be paid at hourly rates ranging from $150 to $585 and will be reimbursed for out-of-pocket expenses incurred. As disclosed in court filings, Warner is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Henk Taylor, Esq. Warner Angle Hallam Jackson & Formanek, PLC 2555 E Camelback Rd #800 Phoenix, AZ 85016 Tel: (602) 264-7101 Fax: (602) 234-0419 Email: htaylor@warnerangle.com 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. The organization is based in Mesa, Ariz. Legacy Cares sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02832) on May 1, 2023, with $242,329,104 in assets and $366,719,676 in liabilities. Douglas Moss, president of Legacy Cares, signed the petition. Judge Daniel P. Collins oversees the case. The Debtor tapped Henk Taylor, Esq., at Warner Angle Hallam Jackson Formanek, PLC as bankruptcy counsel; Papetti Samuels Weiss McKirgan, LLP as special litigation counsel; and Miller Buckfire & Co., LLC and its affiliate, Stifel, Nicolaus & Co., Inc., as investment banker. Epiq Corporate Restructuring, LLC is the noticing, claims and balloting agent. LITTLE K'S LANDSCAPING: Taps Joseph J. D'Agostino, Jr. as Counsel ----------------------------------------------------------------- Little K's Landscaping, LLC seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to employ Joseph J. D'Agostino, Jr., LLC as counsel. The firm's services include: a. advising the Debtor regarding its rights, powers and duties in the operation and management of its affairs; b. advising and assisting the Debtor with respect to financial agreements, debt restructuring, cash collateral orders and other financial transactions; c. advising the Debtor regarding the validity of liens asserted against its property; d. advising the Debtor as to actions to collect and recover property for the benefit of the Debtor's estate; e. preparing legal documents and reviewing all financial reports; f. counseling the Debtor in connection with all aspects of a plan of reorganization and related documents; and g. performing other necessary legal services. The firm will be paid at these rates: Joseph J. D'Agostino, Jr. $350 per hour Support Staff $150 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received from the Debtor a retainer of $2,500. Joseph D'Agostino, Jr., Esq., disclosed 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 through: Joseph J. D'Agostino, Jr., Esq. Joseph J. D'Agostino, Jr., LLC 1062 Barnes Road Wallingford, CT 06492 Telephone: (203) 265-5222 Facsimile: (203) 774-1269 Email: joseph@lawjjd.com About Little K's Landscaping Little K's Landscaping, LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 23-30267) on April 20, 2023, with as much as $1 million in both assets and liabilities. Judge Ann M. Nevins oversees the case. The Debtor is represented by Joseph J. D'Agostino, Jr., LLC. LITTLE ROAD: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Little Road Co., LLC 831 E. Pioneer Rd. #103 Draper UT 84020 Business Description: Little Road Co. is an online apparel store that offers a range of clothing for kids. Chapter 11 Petition Date: May 18, 2023 Court: United States Bankruptcy Court District of Utah Case No.: 23-22020 Debtor's Counsel: T. Edward Cundick, Esq. WORKMAN NYDEGGER 60 E. SOuth Temple, Ste. 1000 Salt Lake City, UT 84111 Tel: 801-321-8873 Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Sydni Sorensen as managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/72ZCLRQ/Little_Road_Co_LLC__utbke-23-22020__0001.0.pdf?mcid=tGE4TAMA LOTTOMATICA SPA: S&P Rates New EUR1,115MM Sr. Secured Bond 'BB-' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue rating and '3' recovery rating to the EUR1,115 million senior secured notes Lottomatica SpA (BB-/Stable/--) plans to issue. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate:55%) recovery in the event of a default. The EUR1,115 million cumulative issue will comprise a fixed-rate senior secured tranche and a floating-rate senior secured tranche, both due 2028. The proceeds will be held in escrow and will be used to reimburse the cumulative EUR1,115 million senior secured notes due 2025. The proposed transaction is leverage neutral and will extend the group's debt maturities by about three years. If Lottomatica is unwilling or unable to issue this bond at the current market conditions, we note that it could refinance the aforementioned senior secured notes due 2025 by drawing on the EUR1.1 billion senior secured bridge it received commitments for when it completed its IPO earlier this month. The bridge facility is currently undrawn. Issue Ratings – Recovery Analysis Key analytical factors -- The issue rating on Lottomatica's EUR350 million senior secured notes due 2027 and the proposed EUR1,115 million senior secured notes due 2028 is 'BB-'. The '3' recovery rating reflects S&P's expectation of meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. -- The recovery rating on the senior secured notes is constrained by the prior-ranking status of the EUR350 million super senior revolving credit facility (RCF). -- S&P considers Gamma Topco's margin loan to be structurally subordinated to all debt at Lottomatica SpA and at Lottomatica Group SpA. -- In S&P's hypothetical default scenario, it assumes unfavorable changes in regulations in Italy, strong competition from other gaming operators in the country, and challenging economic conditions. -- S&P values the business as a going concern, given its leading brand and market share. Simulated default assumptions -- Year of default: 2026 -- Jurisdiction: Italy Simplified waterfall -- EBITDA at emergence: EUR232 million -- Implied enterprise value (EV) multiple: 5.5x (this is lower than the industry multiple of 6.5x, to reflect its single-country exposure) -- Gross EV at default: EUR1.27 billion -- Net EV after admin. costs (5%): EUR1.2 billion -- Estimated first-lien claims: EUR308 million --Recovery rating: Not applicable -- Estimated senior secured claims: EUR1.515 billion --Recovery rating: 3 (50%-70%; rounded estimate 55%) Note: The RCF is assumed 85% drawn at the time of default. All debt amounts include six months of prepetition interest. LTL MANAGEMENT: Talc Victims Want to Sue J&J Over Voided Deal ------------------------------------------------------------- The official committee of talc claimants in the Chapter 11 case of LTL Management LLC is asking a New Jersey bankruptcy judge to grant it standing to sue parent company Johnson & Johnson for terminating a $61.5 billion funding agreement after the debtor's first try at bankruptcy was dismissed. The Official Committee of Talc Claimants filed a motion seeking the TCC exclusive leave, standing, and authority to commence, prosecute and, if appropriate, settle any causes of action that could be asserted against the Debtor’s parent and affiliates, and the Debtor’s directors and officers, including but not limited to those arising out of the 2023 Transaction, the Divisive Merger, the Consumer Health Spinoff (as defined below), and/or any claims arising out of the corporate actions taken by or on behalf of LTL or any of the talc liability assigned to LTL. The TCC has submitted a proposed draft adversary complaint that it will launch in Court as soon as the Motion is approved. "The result of J&J's maneuvers is that LTL replaced the 2021 Funding Agreement-- guaranteed by JJCI as well as J&J -- with the 2023 Funding Agreement guaranteed only by the remains of JJCI, minus the $42.5 billion consumer health business (HoldCo). LTL is adamant that it did sufficient harm to itself and its ability to pay its creditors that it is now in financial distress -- albeit financial distress that was self-inflicted and caused by intentional conduct. Given all that has transpired, it is now apparent that, if LTL is in financial distress (a fact which is obviously disputed), J&J orchestrated one of the most massive fraudulent conveyances in United States history. It is just a question of when," the TCC said in court filings. "If LTL is in financial distress, and if the 2021 Funding Agreement was the "ATM" that LTL represented it to be to this Court and the Third Circuit -- and that this Court and the Third Circuit interpreted it to be -- then the termination of the 2021 Funding Agreement for the purpose of creating financial distress (and making LTL reliant upon HoldCo to pay talc claims) is avoidable as a fraudulent transfer and the 2021 Funding Agreement must be restored such that LTL is no longer in financial distress. In this scenario, the TCC must be afforded standing to pursue the very fraudulent transfer claims the Third Circuit predicted would be brought if LTL tried to manufacture financial distress by parting with its rights under the 2021 Funding Agreement." "Alternatively, if LTL is in financial distress, and if the 2021 Funding Agreement was essentially illusory -- i.e., there was a material risk that the 2021 Funding Agreement was voidable by J&J and J&J could never have been compelled to pay anything thereunder unless J&J obtains the benefit of payor protections under section 524(g) -- then the Divisive Merger was a fraud and the parties who orchestrated it must be held accountable for devising a scheme to strip dying cancer victims of their right to a jury trial and to receive fair and equitable compensation for their injuries. The TCC must be granted standing." 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 Jan. 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. MAYBERRY FUNERAL: Seeks to Hire James Patterson as Legal Counsel ---------------------------------------------------------------- Mayberry Funeral Home LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Alabama to employ James Patterson, Esq., an attorney practicing in Mobile, Ala., as its counsel. Mr. Patterson will render these services: (a) take appropriate action with respect to secured and priority creditors; (b) take appropriate action with respect to possible voidable preferences and transfers; (c) prepare legal papers; (d) investigate the Debtor's accounts and financial transactions related thereto; and (e) perform all other necessary legal services for the Debtor. The attorney will be paid at an hourly rate of $250 plus expenses. Mr. Patterson disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: James D. Patterson, Esq. James Patterson LLC 2153 Airport Blvd. Mobile, AL 36606 Telephone: (251) 432-9212 Email: jdp@jamespattersonlaw.com About Mayberry Funeral Mayberry Funeral Home, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 23-11052) on May 8, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Terrie Owens has been appointed as Subchapter V trustee. Judge Jerry C. Oldshue oversees the case. The Debtor is represented by James D. Patterson, Esq., at James Patterson, LLC. MEDICAL CENTER: Lender Seeks to Prohibit Cash Collateral Access --------------------------------------------------------------- First Financial Bank, a secured creditor of Medical Center Pharmacy, LLC, asks the U.S. Bankruptcy Court for the Northern District of Alabama, Northern Division, to deny Medical Center Pharmacy, LLC's use of cash collateral. The Debtor lists seven different creditors with potential interests in the Debtor's cash. Of these, only two appear to be related to inventory purchases from those creditors. The Debtor's principal secured debt originated with First Financial Bank in 2016. So, it appears the Debtor has utilized new working lines to fund operational revenue shortcomings (or excessive expenses) over the past few years. Per the Debtor's Statement filed on April 25, 2023, the Debtor has not provided a current balance sheet, statement of operations, nor cash flow statement. The information provided, however, is not encouraging. It reflects net cash flow of less than $3,000 per month. The Debtor's proposed budget does not reflect any proposed payments to secured creditors. Rather, the Debtor indicates it will use best efforts to negotiate adequate protection payments with its secured lenders. Clearly, $3,000 per month in net cash doesn't provide the ability to do so. Further, the Debtor's proposed budget reflects a monthly management expense of $7,222 with no detailed explanation. Additionally, the Debtor lists $6,034 in monthly legal and professional fees, with $4,000 per month going to the Debtor's counsel. There is no explanation for the additional fees. Given the information reflected to date in the Debtor's filings, First Financial Bank is not adequately protected and does not consent to the use of its cash collateral on a final basis. However, First Financial Bank does consent to the use of its cash collateral on an interim basis until the Debtor is able to provide further information as to its financial situation. First Financial Bank requests that the Court extend the interim cash collateral order for a period of 30 days so that the secured creditors can obtain further financial information from the Debtor and analyze their positions. About Medical Center Pharmacy, LLC Medical Center Pharmacy, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-80762) on April 24, 2023. In the petition signed by Michael Keith Sigmon, managing member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Clifton R. Jessup, Jr. oversees the case. C. Taylor Crockett, Esq., at C. Taylor Crockett, P.C., represents the Debtor as legal counsel. MOUNTAIN EXPRESS: Seeks to Hire Lugenbuhl as Litigation Counsel --------------------------------------------------------------- Mountain Express Oil Company and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as special litigation counsel. The firm will render these services: (a) advise the Debtors with respect to matters related to, or arising from disputes between them and specified dealers and/or operators; (b) advise the Debtors with respect to matters related to, or arising from disputes regarding specified leases of Fueling Centers and Travel Centers and/or Fuel Supply Agreements; (c) take necessary and appropriate actions to protect and preserve the Debtors' estates; (d) prepare pleadings in connection with the foregoing services; and (e) appear before the court and any appellate courts to represent the interests of the Debtors' estates in connection with the foregoing services. The hourly rates of the firm's counsel and staff are as follows: Shareholders $500 - $700 Special Counsel/Associates $400 - $500 Paraprofessionals $150 In addition, the firm will seek reimbursement for expenses incurred. The firm also provided the following in response to the request for additional information set forth in Section D of the Revised U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No. Question: If you represented the client in the twelve months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the twelve months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and reasons for the difference. Answer: Lugenbuhl has not previously represented the client. Question: Has your client approved your respective budget and staffing plan, and if so, for what budget period? Answer: The firm's anticipated budget is reflected in any budget with respect to the Debtors' debtor in possession financing. The Debtors and the firm reserve all rights to seek approval of the Debtors' professional fees. Benjamin Kadden, a managing shareholder at Lugenbuhl, 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: Benjamin W. Kadden, Esq. Lugenbuhl, Wheaton, Peck, Rankin & Hubbard 601 Poydras St., Suite 2775 New Orleans, LA 70130 Telephone: (504) 568-1990 Email: bkadden@lawla.com About Mountain Express Oil Company Mountain Express Oil Company and its affiliates operate in the fuel distribution and retail convenience industry. As one of the largest fuel distributors in the American South, MEX and its affiliates serve 828 fueling centers and 27 travel centers across 27 states. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90147) on March 18, 2023. In the petitions signed by Michael Healy, chief restructuring officer, the Debtor disclosed up to $500 million in assets and liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel; Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as special litigation counsel; FTI Consulting, Inc. as financial advisor; and Raymond James Financial, Inc. as investment banker. Kurtzman Carson Consultants LLC is the claims, noticing, and solicitation agent and administrative advisor. NAKED RIVER: Wins Final Cash Collateral Access ---------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Tennessee at Chattanooga authorized Naked River Brewing Company, LLC to use cash collateral on a final basis in accordance with the budget. The Debtor requires the use of cash collateral to continue its operations. The Debtor is indebted to the U.S. Small Business Administration pursuant to an SBA Note executed by Debtor in favor of the SBA on June 20, 2018, in the original principal amount of $850,000. The terms of the Note are governed by a Loan Agreement executed by the Debtor in the SBA's favor on June 20, 2018. The Note is secured by a Security Agreement dated June 20, 2018, which granted the SBA a security interest in (i) all goods, equipment, machinery, furniture, and fixtures of the Debtor then owned or subsequently acquired; (ii) all inventory, raw materials, work in progress and supplies of the Debtor then owned or subsequently acquired; (iii) all accounts receivable of the Debtor, then outstanding or subsequently arising; and (iv) all instruments, chattel paper, documents, contract rights, investment property, and general intangibles in force or subsequently acquired of the Debtor. The Lender filed UCC Financing Statement Numbers 428727521, filed May 11, 2018, and 429011438, filed July 2, 2018, with the Tennessee Secretary of State to perfect its security interest in the collateral. The Note is further secured by certain real estate at 701 Franklin Street owned by R. Jake and Elizabeth Raulston pursuant to a Deed of Trust, Assignment of Leases and Rents, and Security Agreement recorded as GI 11644 510, on May 17, 2019, with the Hamilton County Register of Deeds. The Lender has filed a secured claim in the Debtor's case in the amount of $645,570. As adequate protection, the Lender is granted a post-petition replacement lien on property of the Debtor to the extent of cash collateral actually expended, on the same assets and in the same order of priority to the extent validly held as of the Petition Date. The replacement liens and security interests granted are automatically deemed perfected upon entry of this Order without other filings or recordings. As additional adequate protection for the Lender, the Debtor has agreed to make monthly adequate protection payments to the Lender in the amount of $5,000 per month. The Lender also reserves its right to assert a priority administrative claim pursuant to 11 U.S.C. section 507(b) to the extent the terms of the Final Cash Collateral Order prove insufficient to adequately protect the Lender's interest for use of cash collateral. These events constitute a "Termination Event": (a) The entry of an order converting the case to a case under Chapter 7 of the Bankruptcy Code or appointing a Chapter 7 trustee or examiner; (b) The entry of an order dismissing or suspending the case; or (c) Written notice of default from Lender filed with the Court of a failure by the Debtor to perform or comply with any terms or covenants under the Order and the Debtor's failure to cure the event of default within 15 calendar days after the filing of the Notice of Default. The Debtor is granted a carveout and is authorized to continue to use cash collateral for the purpose of (1) payments of the administrative expense claims of the Subchapter V Trustee appointed in the case, with those payments to be held in trust by the Subchapter V Trustee, subject to and disbursable only upon a Court order allowing fees and expenses of the Subchapter V Trustee, and (2) allowed professional fees and disbursements to professionals whose employment in these cases has been approved by the Court. A copy of the order is available at https://bit.ly/3o42EtJ from PacerMonitor.com. About Naked River Brewing Company, LLC Naked River Brewing Company, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 1:23-bk-10417) on February 22, 2023. In the petition signed by Robert Jake Raulston, managing member, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Shelley D. Rucker oversees the case. Jeffrey W. Maddux, Esq, at Chambliss, Bahner & Stophel, P. C, represents the Debtor as legal counsel. NATIONAL CINEMEDIA: June 26 Disclosure Statement & Plan Hearing Set ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas will hold a hearing on June 26, 2023, at 4:00 p.m. (Prevailing Central Time) to consider approval of the adequacy of the disclosure statement explaining the first amended Chapter 11 plan of reorganization filed by National Cinemedia LLC, and confirm the Debtor's Chapter 11 Plan. Objections to the approval of the disclosure statement and confirmation of the plan, if any, must be filed no later than 4:00 p.m. (Prevailing Central Time) on June 14, 2023. The deadline for submission of votes to accept or reject the Debtor's Chapter 11 plan is at 4:00 p.m. (Prevailing Central Time) on June 20, 2023. According to the Troubled Company Reporter on May 16, 2023, National CineMedia, LLC, submitted an Amended Disclosure Statement for First Amended Plan of Reorganization dated May 9, 2023. Pursuant to the Restructuring Support Agreement, the Plan is currently supported by the Debtor, Holders of approximately 79% in principal amount of the Secured Debt Claims, Holders of not less than 64% in principal amount of the Unsecured Funded Debt Claims, and National CineMedia, Inc. The Plan implements a pre-negotiated restructuring agreed by and among the Debtor and certain of the Debtor's major stakeholders, including Holders of approximately 79% in principal amount of the Secured Debt Claims and Holders of not less than 64% of the Unsecured Funded Debt Claims, which will result in a significant deleveraging of the Debtor's capital structure. Class 3 Secured Debt Claims consist of the Secured portion of the Term Loan Claims, the Revolving Loan Claims, and the Secured Note Claims. The Secured Debt Claims shall be deemed Allowed Secured Claims in the aggregate amount of no less than $471.3 million, representing the Secured portion of the aggregate principal amount outstanding under the applicable Prepetition Documents any accrued and unpaid interest, and make whole premiums, plus all other accrued and unpaid fees and other expenses payable under the applicable Prepetition Documents. On the Effective Date or as soon as reasonably practicable thereafter, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, such Allowed Secured Debt Claims, each Holder of a Secured Debt Claim shall receive its Pro Rata share of 100% New NCM Common Units subject to (a) dilution by the equity issued pursuant to (i) the Post-Emergence Management Incentive Plan and (ii) New NCM Common Units issued after the Effective Date to the counterparties to the ESAs pursuant to the CUAA, if any; and (b) (i) reallocation pursuant to NCMI 9019 Settlement and (ii) the Structuring Considerations. The amount of claim in this Class total $957.6 million. This Class will receive a distribution of 42.7% of their allowed claims. Class 4 consists of General Unsecured Claims. For the avoidance of doubt, General Unsecured Claims include Unsecured Funded Debt Claims, which shall be Allowed in the aggregate amount of the Unsecured Funded Debt Claim Allowed Amount. On the Effective Date or as soon as reasonably practicable thereafter, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, such Allowed General Unsecured Claims, each Holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of the GUC Cash Pool. The allowed unsecured claims total $729.8 million. This Class will receive a distribution of 0.03% of their allowed claims. Class 5 consists of General Unsecured Convenience Claims. Each Holder of an Allowed General Unsecured Convenience Claim shall receive, in full and final satisfaction of such Claim payment in full in Cash on (A) the Effective Date or (B) the date due in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Unsecured Convenience Claim. The amount of claim in this Class total $48,000. This Class will receive a distribution of 100% of their allowed claims. The Debtor shall fund distributions under the Plan, with: (a) Cash on hand, including Cash from operations; (b) the proceeds of the Exit Facility and the loans thereunder, if any; and (c) the NCMI 9019 Capital Contribution to be issued. Cash payments to be made pursuant to the Plan will be made by the Reorganized Debtor. A full-text copy of the Amended Disclosure Statement dated May 9, 2023 is available at https://bit.ly/3W6bO5l from Omni Agent Solutions, notice, claims and balloting agent. About National CineMedia National CineMedia, LLC, based in Centennial, Colo., owns the largest cinema-advertising network in North America. NCM derives its revenue principally from the sale of advertising to national, regional, and local businesses, which is displayed on a national and regional digital network of movie theaters. National CineMedia, LLC, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 23-90291) on April 11, 2023, listing $500 million to $1 billion in estimated assets; and $1 billion to $10 billion in estimated liabilities. The petition was signed by Ronnie Ng, chief financial officer of National CineMedia, Inc. The Hon. David R. Jones presides over the case. Paul, Weiss, Rifkind, Wharton & Garrison LLP, led by Paul M. Basta, Esq., Kyle J. Kimpler, Esq., Sarah Harnett, Esq., and Shafaq Hasan, Esq., serves as counsel to the Debtor. John F. Higgins, Esq., at Porter Hedges LLP, serves as the Debtor's local counsel. The Debtor tapped Latham & Watkins LLP as special corporate & litigation counsel; Lazard Freres & Co., as investment banker; FTI Consulting, Inc., as restructuring advisor; and Omni Agent Solutions as notice, claims and balloting agent. NATIONAL CINEMEDIA: Seeks to Hire Paul Weiss as Bankruptcy Counsel ------------------------------------------------------------------ National CineMedia, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Paul, Weiss, Rifkind, Wharton & Garrison LLP as bankruptcy counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties in the continued operation of its business and management of its properties; (b) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of this Chapter 11 case; (c) take necessary action to protect and preserve the Debtor's estate; (d) prepare legal papers; (e) advise and assist the Debtor with financing and transactional matters as such may arise during the Chapter 11 case; (f) appear in court and protect the interests of the Debtor before the court; and (g) perform all other legal services for the Debtor that may be necessary and proper in this Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Partners $1,695 - $2,175 Counsel $1,650 Associates $825 - $1,380 Paraprofessionals $125 - $470 As of the petition date, the firm holds an aggregate retainer of $1,150,000. The firm also provided the following information in response to the request for additional information set forth in Paragraph D.1 of the Fee Guidelines. Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Paul, Weiss provided the Debtors an initial $250,000 credit to account for time spent by Paul, Weiss attorneys familiarizing themselves with the Debtor's agreements and history. Otherwise, the firm has not agreed to any variations from, or alternatives to, its standard billing arrangements for this engagement. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments or discounts offered during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Paul, Weiss adjusts its billing rates on an annual basis effective October 1st of each year. Since Paul, Weiss's engagement in this matter began in February 2023, Paul Weiss's rates for timekeepers for its prepetition engagement on this matter for the period of February 21, 2023 to the Petition Date were $1,695 to $2,175 for partners, $1,650 for counsel, $825 to $1,380 for associates, and $145 to $470 for paraprofessionals. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: Yes, from the petition date to August 31, 2023. Paul Basta, Esq., a partner at Paul, Weiss, Rifkind, Wharton & Garrison, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul M. Basta, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 Email: pbasta@paulweiss.com About National CineMedia National CineMedia, LLC, based in Centennial, Colo., owns the largest cinema-advertising network in North America. NCM derives its revenue principally from the sale of advertising to national, regional, and local businesses, which is displayed on a national and regional digital network of movie theaters. National CineMedia, LLC filed a Chapter 11 petition (Bankr. S.D. Texas Case No. 23-90291) on April 11, 2023, listing $500 million to $1 billion in estimated assets and $1 billion to $10 billion in estimated liabilities. The petition was signed by Ronnie Ng, chief financial officer of National CineMedia, Inc. The Hon. David R. Jones presides over the case. Paul, Weiss, Rifkind, Wharton & Garrison LLP, led by Paul M. Basta, Esq., Kyle J. Kimpler, Esq., Sarah Harnett, Esq., and Shafaq Hasan, Esq., serves as counsel to the Debtor. John F. Higgins, Esq., at Porter Hedges LLP is the Debtor's local counsel. The Debtor tapped Latham & Watkins LLP as special corporate and litigation counsel; Lazard Freres & Co., as investment banker; FTI Consulting, Inc., as restructuring advisor; and Omni Agent Solutions as notice, claims and balloting agent. NATIONAL CINEMEDIA: Seeks to Hire Porter Hedges as Local Counsel ---------------------------------------------------------------- National CineMedia, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Porter Hedges LLP as local counsel. The firm will render these services: (a) provide legal advice and services regarding local rules, practices, and procedures; (b) provide certain services in connection with administration of the Chapter 11 cases; (c) review and comment on proposed drafts of pleadings to be filed with the court as bankruptcy co-counsel to the Debtor; (d) advise the Debtor with respect to its rights and duties in continued business operations; (e) assist, advise, and represent the Debtor in analyzing its capital structure, investigate the extent and validity of liens, cash collateral stipulations or contested matters; (f) assist, advise, and represent the Debtor in any cash collateral and/or post-petition financing transactions; (g) assist, advise, and represent the Debtor in the preparation of sale and bid procedures to auction its assets; (h) assist, advise, and represent the Debtor in any manner relevant to preserving and protecting its estates; (i) prepare legal papers; (j) appear in court and to protect its interests before the court; (k) at the request of the Debtor, appear in court and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Debtor as its bankruptcy co-counsel; and (l) provide other legal advice and services, as requested by the Debtor, from time to time. The hourly rates of the firm's counsel and staff are as follows: Partners $500 - $1,000 Counsel $475 - $900 Associates/Staff Attorneys $395 - $775 Paraprofessionals $300 - $445 As of the petition date, the firm holds a retainer balance of $190,000. The firm also provided the following information in response to the request for additional information set forth in Paragraph D.1 of the Fee Guidelines. Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Except as otherwise set forth in the Engagement Letter, the firm has not agreed to any variations from, or alternatives to, its standard billing arrangements for this engagement. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments or discounts offered during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: The firm was retained in September 2022 and there have been no post-petition changes in rates. The firm's rates for timekeepers for its prepetition engagement on this matter were, for the period of September 8, 2022 to December 31, 2022, from $475 to $970 for partners, $550 to $870 for counsel, $350 to $700 for associates and staff attorneys, and $250 to $400 for paraprofessionals. As of January 1, 2023, the firm's rates were adjusted to the current rates listed above. John Higgins, Esq., a partner at Porter Hedges, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: John F. Higgins, Esq. Porter Hedges LLP 1000 Main St., 36th Floor Houston, TX 77002 Telephone: (713) 226-6648 Facsimile: (713) 226-6248 Email: jhiggins@porterhedges.com About National CineMedia National CineMedia, LLC, based in Centennial, Colo., owns the largest cinema-advertising network in North America. NCM derives its revenue principally from the sale of advertising to national, regional, and local businesses, which is displayed on a national and regional digital network of movie theaters. National CineMedia, LLC filed a Chapter 11 petition (Bankr. S.D. Texas Case No. 23-90291) on April 11, 2023, listing $500 million to $1 billion in estimated assets and $1 billion to $10 billion in estimated liabilities. The petition was signed by Ronnie Ng, chief financial officer of National CineMedia, Inc. The Hon. David R. Jones presides over the case. Paul, Weiss, Rifkind, Wharton & Garrison LLP, led by Paul M. Basta, Esq., Kyle J. Kimpler, Esq., Sarah Harnett, Esq., and Shafaq Hasan, Esq., serves as counsel to the Debtor. John F. Higgins, Esq., at Porter Hedges LLP is the Debtor's local counsel. The Debtor tapped Latham & Watkins LLP as special corporate and litigation counsel; Lazard Freres & Co., as investment banker; FTI Consulting, Inc., as restructuring advisor; and Omni Agent Solutions as notice, claims and balloting agent. NATIONAL CINEMEDIA: Taps FTI Consulting as Financial Advisors ------------------------------------------------------------- National CineMedia, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ FTI Consulting, Inc. as financial advisor. The firm will render these services: (a) assistance with the development of management incentive and employee retention plans that may be required to maintain key individuals and continuity through a transaction; (b) assistance with contingency planning; (c) assistance with the development of creditor, customer and employee communications plans; (d) assistance with business plan projections and scenarios as needed to support management and the Debtor's investment banker with developing strategic and operational alternatives, and negotiations with lenders or new investors; (e) assistance with preparation of cash and liquidity forecasts; and (f) assistance with sizing/budgeting for contingency reserves and developing strategies to conserve cash, preserve optionality and extend liquidity runway. The hourly rates of the firm's professionals are as follows: Senior Managing Directors $1,045 - $1,495 Directors/Senior Directors/Managing Directors $785 - $1,055 Consultants/Senior Consultants $435 - $750 Administrative/Paraprofessionals $175 - $325 In addition, the firm will seek reimbursement for expenses incurred. Michael Katzenstein, a senior managing director at FTI Consulting, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Katzenstein FTI Consulting, Inc. 1166 Avenue of the Americas, 15th Floor New York, NY 10036 Telephone: (212) 651-7169 Email: mike.katzenstein@fticonsulting.com About National CineMedia National CineMedia, LLC, based in Centennial, Colo., owns the largest cinema-advertising network in North America. NCM derives its revenue principally from the sale of advertising to national, regional, and local businesses, which is displayed on a national and regional digital network of movie theaters. National CineMedia, LLC filed a Chapter 11 petition (Bankr. S.D. Texas Case No. 23-90291) on April 11, 2023, listing $500 million to $1 billion in estimated assets and $1 billion to $10 billion in estimated liabilities. The petition was signed by Ronnie Ng, chief financial officer of National CineMedia, Inc. The Hon. David R. Jones presides over the case. Paul, Weiss, Rifkind, Wharton & Garrison LLP, led by Paul M. Basta, Esq., Kyle J. Kimpler, Esq., Sarah Harnett, Esq., and Shafaq Hasan, Esq., serves as counsel to the Debtor. John F. Higgins, Esq., at Porter Hedges LLP is the Debtor's local counsel. The Debtor tapped Latham & Watkins LLP as special corporate and litigation counsel; Lazard Freres & Co., as investment banker; FTI Consulting, Inc., as restructuring advisor; and Omni Agent Solutions as notice, claims and balloting agent. NATIONAL CINEMEDIA: Taps Latham & Watkins LLP as Special Counsel ---------------------------------------------------------------- National CineMedia, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Latham & Watkins LLP as special litigation, tax, and corporate counsel. The firm will render these services: (a) represent the Debtor in connection with Regal's proposed rejection of certain February 2007 exhibitor services agreement (the "Regal ESA") that the Debtor entered into with one of the debtors in the Cineworld Cases, Regal Cinemas, Inc. ("Regal"); (b) negotiate with Regal and its lenders regarding a new advertising services agreement that would replace the Regal ESA; and (c) negotiate with selected corporate matters, including tax matters. The hourly rates of the firm's counsel and staff are as follows: Partners $1,360 - $2,230 Counsel $1,300 - $1,690 Associates $705 - $1,400 Professional Staff $210 - $1,050 Paralegals $300 - $660 The current hourly rates for the firm's attorneys are as follows: Suzzanne Uhland $2,035 Steven Stokdyk $1,850 Christopher Harris $1,655 Adam Ravin $1,575 Elizabeth Marks $1,300 Lukas Kutilek $1,205 Daniel Sack $1,140 Gary Mo $1,065 Laura Hellwig $830 Meghana Vunnamadala $830 In addition, the firm will seek reimbursement for expenses incurred. Latham & Watkins also provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: Question: Did Latham & Watkins agree to any variations from, or alternatives to, its standard billing arrangements for this engagement? Answer: No. The rate structure provided by Latham & Watkins is appropriate and comparable to (a) the rates that it charges for non-bankruptcy representations and (b) the rates of other comparably skilled professionals. Question: Do any of Latham & Watkins' professionals in this engagement vary their rate based on the geographic location of the Debtors' Chapter 11 cases? Answer: No. Question: If Latham & Watkins has represented the Debtors in the 12 months prepetition, disclose its billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If its billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Latham & Watkins' current hourly rates for services rendered on behalf of the Debtor are set forth above. Beginning January 1, 2023 until the petition date, the following rates were used: $1,565 to $2,565 for partners, less a 15 percent discount; $1,500 to $1,985 for counsel, less a 10 percent discount; $870 to $1,670 for associates, less a 10 percent discount; $220 to $1,320 for professional staff; and $310 to $795 for paralegals. During the prior calendar year, the firm used the following rates for services rendered on behalf of the Debtor: $1,455 to $2,385 for partners, less a 15 percent discount; $1,395 to $2,385 for counsel, less a 10 percent discount; $810 to $1,555 for associates, less a 10 percent discount; $205 to $1,200 for professional staff; and $290 to $740 for paralegals. All material financial terms have remained unchanged since the prepetition period. Question: Have the Debtors approved Latham & Watkins' budget and staffing plan and, if so, for what budget period? Answer: Latham & Watkins has provided the Debtor with a budget and staffing plan for the period from the petition date through August 15, 2023. Suzzanne Uhland, Esq., a partner at Latham & Watkins, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Suzzanne Uhland, Esq. Latham & Watkins LLP 1271 Avenue of the Americas New York, NY 10020 Telephone: (212) 906-1200 Facsimile: (212) 751-4864 Email: suzzanne.uhland@lw.com About National CineMedia National CineMedia, LLC, based in Centennial, Colo., owns the largest cinema-advertising network in North America. NCM derives its revenue principally from the sale of advertising to national, regional, and local businesses, which is displayed on a national and regional digital network of movie theaters. National CineMedia, LLC filed a Chapter 11 petition (Bankr. S.D. Texas Case No. 23-90291) on April 11, 2023, listing $500 million to $1 billion in estimated assets and $1 billion to $10 billion in estimated liabilities. The petition was signed by Ronnie Ng, chief financial officer of National CineMedia, Inc. The Hon. David R. Jones presides over the case. Paul, Weiss, Rifkind, Wharton & Garrison LLP, led by Paul M. Basta, Esq., Kyle J. Kimpler, Esq., Sarah Harnett, Esq., and Shafaq Hasan, Esq., serves as counsel to the Debtor. John F. Higgins, Esq., at Porter Hedges LLP is the Debtor's local counsel. The Debtor tapped Latham & Watkins LLP as special corporate and litigation counsel; Lazard Freres & Co., as investment banker; FTI Consulting, Inc., as restructuring advisor; and Omni Agent Solutions as notice, claims and balloting agent. NATIONAL CINEMEDIA: Taps Lazard Freres & Co. as Investment Banker ----------------------------------------------------------------- National CineMedia, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Lazard Freres & Co. LLC as their investment banker. The firm will render these services: (a) review and analyze Cineworld Group plc and certain of its subsidiaries' business, operations, and financial projections; (b) review and analyze any restructuring alternatives proposed by Cineworld or any other party in the Cineworld Chapter 11 proceedings and the potential impact of these alternatives on the Debtor; (c) advise the Debtor on tactics and strategies for negotiating with Cineworld and any relevant party regarding the Cineworld Chapter 11 proceedings; (d) provide financial advice regarding the exhibitor services agreement between Cineworld and the Debtor (the "ESA"); (e) participate in meetings or negotiations with Cineworld or other parties in connection with the Cineworld Chapter 11 proceedings and coordinate with advisors for other creditors of Cineworld or informal or formal committees formed in the Cineworld Chapter 11 proceedings; (f) review and analyze the Debtor's business, operations, and financial projections; (g) evaluate the Debtor's potential debt capacity in light of its projected cash flows; (h) assist in the determination of a capital structure for the Debtor; (i) assist in the determination of a range of values for the Debtor on a going concern basis; (j) advise the Debtor on tactics and strategies for negotiating with the stakeholders; (k) render financial advice to the Debtor and participate in meetings or negotiations with the stakeholders or other appropriate parties in connection with any transaction; (l) evaluate the financial terms of any proposed transaction; (m) advise the Debtor on the timing, nature, and terms of new securities, other consideration or other inducements to be offered pursuant to any transaction; assist the Debtor in preparing documentation within Lazard's area of expertise that is required in connection with any transaction; (n) advise and assist the Debtor in evaluating any potential financing, and, subject to Lazard's agreement so to act and, if requested by Lazard, to execution of appropriate agreements, on behalf of the Debtor, contact potential sources of capital and assist the Debtor in implementing such financing; (o) assist the Debtor in identifying and evaluating candidates for any potential sale transaction, advise the Debtor in connection with negotiations and aid in the consummation of any sale transaction; (p) attend meetings with the Independent Manager of the Debtor or the board of directors of National CineMedia, Inc., in its capacity as manager of the Debtor, with respect to matters on which we have been engaged to advise hereunder; and (q) provide the Debtor with other financial restructuring advice. The firm will be compensated as follows: (a) a monthly fee of $150,000; (b) a restructuring fee equal to 0.80 percent of the existing obligations that are subject to restructuring transaction payable upon the consummation of a restructuring; (c) an amendment fee equal to 0.50 percent of the face amount of any obligations under the Existing Revolving Credit Agreement pursuant to such amendment; (d) a fee equal to the total gross proceeds provided for in any financing; (e) a sale transaction fee in an amount within the range of fees customarily paid to investment bankers of similar standing for similar transactions; and (f) reimbursement for all reasonable expenses incurred. Brandon Aebersold, a managing director at Lazard Freres & Co., disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brandon Aebersold Lazard Freres & Co. LLC 30 Rockefeller Plaza New York, NY 10112 Telephone: (212) 632-6000 About National CineMedia National CineMedia, LLC, based in Centennial, Colo., owns the largest cinema-advertising network in North America. NCM derives its revenue principally from the sale of advertising to national, regional, and local businesses, which is displayed on a national and regional digital network of movie theaters. National CineMedia, LLC filed a Chapter 11 petition (Bankr. S.D. Texas Case No. 23-90291) on April 11, 2023, listing $500 million to $1 billion in estimated assets and $1 billion to $10 billion in estimated liabilities. The petition was signed by Ronnie Ng, chief financial officer of National CineMedia, Inc. The Hon. David R. Jones presides over the case. Paul, Weiss, Rifkind, Wharton & Garrison LLP, led by Paul M. Basta, Esq., Kyle J. Kimpler, Esq., Sarah Harnett, Esq., and Shafaq Hasan, Esq., serves as counsel to the Debtor. John F. Higgins, Esq., at Porter Hedges LLP is the Debtor's local counsel. The Debtor tapped Latham & Watkins LLP as special corporate and litigation counsel; Lazard Freres & Co., as investment banker; FTI Consulting, Inc., as restructuring advisor; and Omni Agent Solutions as notice, claims and balloting agent. NEW JERUSALEM: Seeks to Hire Teel & Gay as Bankruptcy Counsel ------------------------------------------------------------- New Jerusalem Faith Apostolic Church, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to employ the law firm of Teel & Gay, PLC as its counsel. The firm will render these services: (a) consult with the Debtor relative to its duties and prepare and file the statement of affairs, schedules, and executory contracts; (b) assist in the formulation of the Debtor's plan; and (c) perform all other legal services for the Debtor which may be necessary or appropriate in the case. The hourly rates of the firm's counsel and staff are as follows: C. Jerome Teel, Jr., Esq. $350 Associate Attorneys $200 Administrative Assistant $55 C. Jerome Teel, Jr., Esq., an attorney at Teel & Gay, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: C. Jerome Teel, Jr., Esq. Teel & Gay, PLC 425 E. Baltimore Jackson, TN 38301 Telephone: (731) 424-3315 Facsimile: (731) 424-3501 About New Jerusalem Faith Apostolic Church New Jerusalem Faith Apostolic Church, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-10574) on May 8, 2023, with up to $1 million in assets and up to $500,000 in liabilities. Ferdinand Gant, president of New Jerusalem Faith Apostolic Church, signed the petition. C. Jerome Teel, Jr., Esq., at Teel & Gay, PLC is the Debtor's legal counsel. PACIFIC POURHOUSE: Seeks to Hire Ryan C. Wood as Legal Counsel -------------------------------------------------------------- Pacific Pourhouse, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ the Law Offices of Ryan C. Wood, Inc. to handle its Chapter 11 case. Mr. Wood will be paid at an hourly rate of $450 plus reimbursement of fees and expenses. Mr. Wood 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: Ryan C. Wood, Esq. Law Offices of Ryan C. Wood, Inc. 611 Veterans Blvd. Ste. 218 Redwood City, CA 94063 Telephone: (650) 366-4858 Facsimile: (650) 366-4875 Email: Ryan@WestCoastBK.com About Pacific Pourhouse Pacific Pourhouse, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-40464) on April 21, 2023, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. The Law Offices of Ryan C. Wood, Inc. serves as the Debtor's counsel. PLOURDE SAND: Gets OK to Tap Greenridge as Financial Consultant --------------------------------------------------------------- Plourde Sand & Gravel Co., Inc. received approval from the U.S. Bankruptcy Court for the District of New Hampshire to employ Greenridge Financial Services LLC as its business and financial consultant. The firm will render these services: a. Financial Advisory Services (i) prepare Monthly Operating Reports as required by the United States Trustee if requested by the Debtor; (ii) prepare financial projections for Chapter 11 plan of reorganization and testimony at any hearing on the confirmation of the plan and other financial advisory services as directed by the Debtor, and as approved by the U.S. Bankruptcy Court; and (iii) prepare financial projections and recommendations to the Debtor and its general bankruptcy counsel. b. Tax Compliance Services (i) prepare the following federal and state tax returns for the years ended March 31, 2021, March 31, 2022 and March 31, 2023. c. Communicate, as necessary, with the Debtor, its counsel, potential and existing creditors, the United States Bankruptcy Court for the District of New Hampshire, and the office of the United States Trustee. The firm will be compensated as follows: (a) $7,000 to prepare and finalize the operating budgets and plan projections needed for the formulation and confirmation of a plan of reorganization; and (b) another $875 per month if the Debtor asks the firm to prepare the monthly operating reports required by the United States Trustee as the Debtor's counsel expects it will. Elisa Sartori, CPA, founder and president of Greenridge Financial Services, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Elisa M. Sartori, CPA Greenridge Financial Services LLC 52 Greenridge Lane Lincoln, MA 01773 Telephone: (617) 872-9671 Email: esartori@greenridgeservices.com About Plourde Sand & Gravel Co. Plourde Sand & Gravel Co., Inc. owns eight properties located in New Hampshire having an aggregate total value of $5.34 million. Plourde Sand filed for Chapter 11 bankruptcy protection (Bankr. D.N.H. Case No. 23-10039) on Jan. 30, 2023. In the petition signed by Daniel O. Plourde, sole shareholder and vice president, the Debtor disclosed $9,192,623 in assets and $8,072,411 in liabilities. Judge Bruce A. Harwood oversees the case. The Debtor tapped William S. Gannon PLC as legal counsel and Greenridge Financial Services LLC as business and financial consultant. PRECAST LLC: Court OKs Cash Collateral Access Thru July 31 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Indiana, Fort Wayne Division, authorized Precast, LLC to use cash collateral in accordance with the budget until July 31, 2023, or until an uncured event of default, whichever is earlier. As adequate protection for the use of cash collateral, Lake City Bank is granted a replacement lien on Debtor's assets in the same priority and to the same extent as existed pre-petition. The Debtor will maintain adequate insurance coverage in amounts reasonably acceptable to Lake City Bank on any insurable assets which are subject of the Lake City Bank's secured claim. These events constitute an "Event of Default": 1) Failure to comply with any of the adequate protection or reporting obligations set forth therein; 2) Failure to comply with the terms of the Agreed Order; 3) The Debtor makes any payment not set forth in the projected budget, except that the Debtor may exceed budgeted expenditures only to the extent the Debtor limits or reduces expenses in other categories so that the resulting effect is that the total expenditures during the budget period do not exceed 105% of the total expenses in the Projections; 4) Dismissal or conversion of the case or appointment of a Chapter 11 Trustee; and 5) Failure of the Debtor to maintain its DIP Account at Lake City Bank. A status hearing on the Debtor's continued use of cash collateral is set for July 20 at 11 a.m. A copy of the order is available at https://bit.ly/3Ie604m from PacerMonitor.com. About Precast, LLC Precast, LLC operates as a maker of custom precast concrete blocks used in the construction industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bank. N.D. Ind. Case No. 23-10085) on January 30, 2023. In the petition signed by William A. Kriesel, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Robert F. Grant oversees the case. Scot T. Skekloff, Esq., at HallerColvin PC, represents the Debtor as legal counsel. RESOLUTE INVESTMENT: S&P Lowers ICR to 'B-' on Refinancing Risk --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Resolute Investment Managers Inc. to 'B-' from 'B'. At the same time, S&P downgraded its issue level ratings on the company's first-lien term loan to 'B-' from 'B' and on the company's second-lien term loan to 'CCC' from 'CCC+'. The recovery rating on the first-lien secured debt remains '3', indicating its expectation for meaningful (50%) recovery, and the recovery rating on the second-lien secured debt remains '6', indicating its expectation for negligible (0%) recovery. The negative outlook reflects the risk that Resolute will be unable to refinance its first-lien term loan, which matures April 30, 2024, or amend the agreement such that the maturity date is extended beyond two years and original debtholders are fairly compensated. S&P could also lower the rating if earnings erode or interest expense increases significantly such that EBITDA interest coverage falls below 1.0x. Rating Action Rationale Resolute's earnings declined in 2022, largely due to decreases in assets under management (AUM) and lower distribution revenue. As of Dec. 31, 2022, AUM was around $74 billion, down $15 billion (16%) from year-end 2021. The steep decline in Resolute's AUM, combined with lower ARK distribution fees, led the company's net revenue to fall about $61 million (26%) in 2022. S&P said, "As a result, we calculate Resolute's adjusted EBITDA to have declined to about $85.4 million, down $55.1 million (39%) from the prior year. Resolute's debt-to-adjusted EBITDA was 7.5x as of Dec. 31, 2022, well above our downside threshold of 7.0x. Given lower AUM at the start of 2023 and continued market volatility, we expect earnings growth to be muted this year and leverage to remain elevated over the next several years." As of Dec. 31, 2022, Resolute had a $542 million first-lien term loan due April 30, 2024, and an $89 million second-lien term loan due April 30, 2025, outstanding. Due to the aforementioned decline in earnings and challenging market conditions, the company faces heightened refinancing risk for these loans. The company does not have adequate liquidity to meet the approaching maturity of its first-lien term loan and therefore may experience a default if it fails to refinance or extend the maturity date. Rising interest rates could pressure Resolute's interest coverage even if the company is able to refinance its first-lien term loan. Given Resolute's high leverage amid economic uncertainty and high interest rates, we believe that if the company is able to refinance its first-lien term loan, it would most likely be at a higher interest rate. This could stress the company's interest coverage given recent declines in EBITDA and the company's lower AUM base. If EBITDA interest coverage falls below 1.0x on a sustained basis, S&P may view the company's capital structure as unsustainable. The negative outlook reflects the risk that Resolute will be unable to refinance its $542 million first-lien term loan maturing April 2024, or amend the agreement such that the maturity date is extended beyond two years and the original debtholders are adequately compensated. S&P said, "We could lower the ratings if Resolute does not refinance its first-lien term loan in a timely manner or restructures the loan in such a way that we believe the debtholders will receive less compensation then originally promised. We could also lower the ratings if earnings erode or we expect the company's EBITDA interest coverage to fall and remain below 1.0x on a sustained basis. "We could revise the outlook to stable if Resolute refinances or extends the maturity of its first-lien term loan by over two years while maintaining EBITDA interest coverage comfortably above 1.0x." Environmental, Social, and Governance ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis of Resolute Investment Managers Inc., as they are for most rated entities owned by private-equity sponsors. We believe the company's aggressive financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns." RFS INVESTMENT: Taps Realty One Group Gold as Real Estate Agent --------------------------------------------------------------- RFS Investment Co., LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Realty One Group Gold as its real estate agent. The Debtor requires a real estate agent to market and sell its real properties in Pittsburgh. The firm will receive either a flat fee of $2,000 per transaction or a 6 percent commission on the sales price, whichever is higher. Jason Mazzei, a partner at Realty One Group Gold, disclosed 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: Jason J. Mazzei, Esq. Realty One Group Gold 11171 Perry Highway Wexford, PA 15090 Tel: (724) 316-7531 Fax: (724) 928-9577 Email: JM@KeystoneRealEstate.net About RFS Investment Co. RFS Investment Co. LLC owns and operates fast food restaurants, primarily Carl's Jr. franchise restaurants in California. RFS Investment sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11882) on March 29, 2023, with $1 million to $10 million in assets and up to $50,000 in liabilities. Ramin Javahery, a member of RFS Investment, signed the petition. Judge Sandra R. Klein oversees the case. The Debtor is represented by RHM Law, LLP. ROMAN CATHOLIC BISHOP OF OAKLAND: Taps Kurtzman as Claims Agent --------------------------------------------------------------- The Roman Catholic Bishop of Oakland received approval from the U.S. Bankruptcy Court for the Northern District of California to employ Kurtzman Carson Consultants LLC as claims and noticing agent. Kurtzman will oversee the distribution of notices and will assist in the maintenance, processing, and docketing of proofs of claim filed in the Chapter 11 case of the Debtor. Prior to the petition date, the Debtor provided Kurtzman a retainer in the amount of $25,000. The hourly rates of the firm's professionals are as follows: Technology/Programming Consultant $29.75 - $80.75 Consultant/Senior Consultant/Director $55.25 - $165.75 Securities/Solicitation Consultant $174.25 Securities Director/Solicitation Lead $182.75 Robert Jordan, a senior managing director at Kurtzman Carson Consultants, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert Jordan Kurtzman Carson Consultants LLC 222 N. Pacific Coast Highway, 3rd Floor El Segundo, CA 90245 Telephone: (310) 823-9000 Facsimile: (310) 823-9133 About The Roman Catholic Bishop of Oakland The Roman Catholic Bishop of Oakland, a tax-exempt religious organization, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-40523) on May 8, 2023. In the petition signed by Bishop Michael Charles Barber, the Debtor disclosed $100 million to $500 million in both assets and liabilities. Judge William J. Lafferty oversees the case. The Debtor tapped Foley & Lardner LLP as legal counsel and Alvarez & Marsal North America, LLC as financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims and noticing agent. ROXBY DEVELOPMENT: Federal Attorneys Expect Case Dismissal ---------------------------------------------------------- Eric Ayres of The Intelligencer reports that a federal attorney filed motions Thursday, May 11, 2023, in U.S. Bankruptcy Court to dismiss the Chapter 11 bankruptcy cases filed by Roxby Development and Roxby McLure LLC over failure to provide proof of insurance on its properties. If those cases are dismissed, foreclosures of both the McLure Hotel and Scottish Rite building in East Wheeling would move forward. Trial Attorney Shari Collias, representing the Office of the U.S. Trustee at the federal courthouse in Charleston, filed motions Thursday afternoon on behalf of acting U.S. Trustee John P. Fitzgerald III to dismiss Roxby’s bankruptcy cases. Roxby had filed for Chapter 11 bankruptcy earlier this month on the eve of a scheduled foreclosure sale on the McLure Hotel in downtown Wheeling. The bankruptcy filing put the brakes on the auction and automatically placed a stay on any further legal action against the company from a long list of creditors to which – according to Roxby's own bankruptcy filing – the company was in debt to the tune of between $10 million and $50 million. Parties representing interests in the downtown McLure Hotel and the Scottish Rite building in East Wheeling -- both of which had been acquired by Roxby in recent years -- have been pursuing action to get the stay lifted in the bankruptcy cases. The historic McLure Hotel and its adjacent parking garage are encumbered by a deed of trust in favor of FA Management Inc. -- the previous owner of the property. Roxby had acquired the McLure Hotel in 2021 through a seller-finance agreement for $6.245 million, with 20% down at closing. More than $5.3 million is still owed on the property, according to the deed of trust. Tax liens and mechanics liens have since been filed on the property, as well. Local attorney David Delk had been named substitute trustee on the deed of trust for the McLure Hotel and the parking garage. Shortly after Roxby’s bankruptcy filing, Delk filed a motion on behalf of FA Management for relief from the automatic stay – alleging, among other things, that the McLure Hotel and parking garage were not insured. On Tuesday, May 9, 2023, of this week, the U.S. Trustee interviewed Jeffrey Morris – president of Roxby Development, Roxby McLure LLC and Roxby Labs – by telephone in this case, according to Thursday's, May 11, 2023, filings. "Jeffrey Morris, representative for the debtor, informed the U.S. trustee at the initial debtor interview that the debtor did not have commercial property insurance in place on either the hotel or the parking garage because the debtor could not afford to pay the premium," Fitzgerald wrote in his filing. "Mr. Morris was advised the debtor must obtain commercial property insurance for the hotel and parking garage and provide proof of it to the U.S. Trustee." The filing stated that Morris was given until 3 p.m. on Wednesday, May 10, 2023, to provide proof of active commercial property insurance. The action was filed after Morris failed to do so. "The Scottish Rite also filed a motion to lift the stay," Delk said on Thursday, May 11, 2023. "I filed on Friday. Roxby doesn't have any equity in this case, and we're alleging Roxby has violated the terms of the deed on the hotel and the parking garage. If the case is dismissed and the stay is lifted, we can move forward with the foreclosure." Delk said Roxby does not have unencumbered property that can be seen as valuable to the other creditors to which the company is in debt. A key factor in the situation is the lack of insurance protecting the properties involved and the previous property owners’ interests, Delk noted. He said he expected the bankruptcy cases to be dismissed and the foreclosure actions to proceed. "When there's not adequate protection, the court takes that very seriously," said attorney David Croft of Spillman Thomas & Battle, representing the Scottish Rite. Croft said since their collateral is not adequately protected, he expected the court to give Roxby a certain amount of time -- possibly a number of days -- to secure insurance before granting the U.S. trustee's motion to dismiss the bankruptcy cases. On Thursday, May 11, 2023, Morris said Roxby is in the process of getting the insurance issue ironed out as quickly as possible. "We have been working to have all of the required insurance in place," Morris said. "We are moving as swiftly as we can and intend for it to be secured prior to any hearing on the motion to dismiss." The U.S. trustee's filing requested that the court consider several circumstances related to the Roxby case, including factors that – according to the trustee – constitute cause for dismissal, including: "substantial or continuing loss to or diminution of the estate and the absence of a reasonable likelihood of rehabilitation, gross mismanagement of the estate, failure to maintain appropriate insurance that poses a risk to the estate or to the public, unauthorized use of cash collateral that is substantially harmful to one or more creditors, failure to pay taxes owned after the date of the order for relief or to file tax returns due after the date of the order of relief," and other circumstances. About Roxby Development LLC Roxby Development LLC is located in the heart of downtown Wheeling, the McLure House Hotel offers guests either a lively art and culture scene, riverfront festivals, or the quiet beauty of natural parks. Roxby Development LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. W. Va. Case No. 23-00212) on May 1, 2023. In the petition filed by Jeffrey Morris, as president, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. The Debtor is represented by: Salene Kraemer, Esq. MAZURKRAEMER 314 Old Farm Rd Pittsburgh, PA 15228 Tel: (412) 427-7075 Email: salene@mazurkraemer.com SNINFOTECH CORP: Court OKs Interim Cash Collateral Access --------------------------------------------------------- SNinfotech Corp sought and obtained entry of an order from the U.S. Bankruptcy Court for the District of Oregon authorizing it to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, for the period from June 1 to October 31, 2023. The Debtor needs to use the account receivables and cash to continue operation of their business. The bank accounts and accounts receivable total approximately $482,047 as of the bankruptcy filing date. The secured creditors have UCC liens filed on accounts and accounts receivable recorded in the Office of the Secretary of the State. They are dated in 2022 and 2023 but it is impossible to tell who the creditor is as they are recorded by agents without disclosing the creditor names. The apparent secured creditors are Blade Funding, Inc. dated March 21, 2023 in the approximate amount of $200,000, Break Out Funding dated March 1, 2023 in the approximate amount of $270,000, MCA Servicing Company dated May 19, 2022 in the approximate amount of $220,000, and TVT 2.0 LLC dated July 21, 2022 in the approximate amount of $44,000. The Debtor only has accounts and accounts receivable of $482,047, so some of these creditors are unsecured. Each creditor with a security interest in cash collateral will be granted adequate protection in the form of a replacement lien, dollar for dollar, in post-petition accounts and accounts receivable to replace their security interest in liens in collateral to the extent of pre-petition cash collateral utilized by the Debtors during the pendency of the bankruptcy proceeding. The Automatic Stay of 11 U.S.C. section 362 is modified as necessary to permit the Secured Creditors to perfect the adequate protection lien granted to them; provided, however, that the Secured creditors will not be required to record any document with any filing officer or take any other action to perfect such lien, such lien being hereby deemed to be perfected without any such further action. A hearing on the matter is set for June 1, 2023 at 1 p.m. A copy of the Debtor's motion and budget is available at https://bit.ly/3I9Ed4H from PacerMonitor.com. A copy of the order is available at https://bit.ly/3o7UO2b from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $230,401 for May 2023; $230,901 for June 2023; $230,901 for July 2023; $230,901 for August 2023; $230,901 for September 2023; and $230,901 for October 2023. About SNinfotech Corp. SNinfotech Corp. operates a technology consulting business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 23-31035) on May 8, 2023. In the petition signed by Brahmaiah Patibandla, its president, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Teresa H. Pearson oversees the case. Ted A. Troutman, Esq., at Troutman Law Firm P.C., represents the Debtor as legal counsel. SNINFOTECH CORP: Seeks to Hire Troutman Law Firm as Counsel ----------------------------------------------------------- SNinfotech Corp. seeks approval from the U.S. Bankruptcy Court for the District of Oregon to employ Troutman Law Firm, PC to handle its Chapter 11 case. The firm will be paid at hourly rates of $495 for attorney time and $220 for paralegal time. Prior to the petition date, the firm was paid a total of $13,013 plus the filing fee of $1,738. Ted Troutman, Esq., an attorney at Troutman Law Firm, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ted A. Troutman, Esq. Troutman Law Firm, PC 5075 SW Griffith Dr., Suite 220 Beaverton, OR 97005 Telephone: (503) 292-6788 Facsimile: (503) 596-2371 About SNinfotech Corp. SNinfotech Corp. filed a Chapter 11 petition (Bankr. D. Ore. Case No. 23-31035) on May 8, 2023, with $500,001 to $1 million in both assets and liabilities. Virginia A. Burdette has been appointed as Subchapter V trustee. Judge Teresa H. Pearson oversees the case. The Debtor is represented by Ted A. Troutman, Esq., at Troutman Law Firm, PC. SOUTHERN HERITAGE TIMBER: Seeks Cash Collateral Access ------------------------------------------------------ Southern Heritage Timber Co LLC asks the U.S. Bankruptcy Court for the Middle District of Alabama, Northern Division, for authority to use cash collateral on a final basis. The Debtor requires the use of cash collateral for administrative, general and necessary costs and expenses. Throughout the last 12 to 18 months, the Debtor has suffered financial problems related, at least in part, to the negative economic impacts of the shutdown related to the COVID-19 pandemic including, but not limited to, the decrease in the demand for paper and wood products manufactured from pulp wood. In essence, the decrease in demand for ,the products caused pulpwood mills to reduce the amount of timber accepted from logging or timber harvesting companies such as the Debtor. The Debtor's income declined during the period. Based upon information available at this time through the records of the Alabama Secretary of State, these entities acquired or may have acquired security interests in, among possibly other property, the Debtor-in-Possession's cash and cash equivalents: a. John Deere, UCC-1 Filed May 9, 2022 b. John Deere, UCC-1 Filed June 23, 2022 c. John Deere, UCC-1 Filed July 25, 2022 d. S & P Financial, UCC-1 Filed December 10, 2022 The Debtor-In-Possession's account reflected that $21,566 was on deposit as of April 14, 2023, with Peoples Exchange Bank. The Debtor proposes adequate protection to these identified entities including a replacement lien on the Debtor's post-petition receivables and projected positive cash flow. A copy of the motion is available at https://bit.ly/3BzZh0x from PacerMonitor.com. About Southern Heritage Timber Co LLC Southern Heritage Timber Co LLC operates a timber harvesting and logging business in Monroeville, Alabama. The Debtor sought protection from Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ala. Case No. 23-30734) on April 14, 2023. In the petition signed by Cory Willis, member, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Anthony Bush, Esq., at The Bush Law Firm, LLC, represents the Debtor as legal counsel. SPINE GROUP: Seeks to Hire Joyce W. Lindauer as Bankruptcy Counsel ------------------------------------------------------------------ The Spine Group, PLLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Joyce W. Lindauer Attorney, PLLC as its counsel. The Debtor desires to hire the firm to effectuate a reorganization, propose a plan of reorganization, and effectively move forward in its bankruptcy proceeding. The hourly rates of the firm's counsel and staff are as follows: Joyce W. Lindauer, Esq. $475 Sydney Ollar, Associate Attorney $250 Laurance Boyd, Associate Attorney $235 Dian Gwinnup, Paralegal $210 Other Paralegals/Legal Assistants $50 - $210 In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. Prior to the petition date, the firm received a retainer of $9,238. Joyce Lindauer, Esq., the owner of the firm, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joyce W. Lindauer, Esq. Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 Email: joyce@joycelindauer.com About The Spine Group The Spine Group, PLLC is an interventional pain management practice located throughout Texas in Kyle, Floresville, San Antonio, La Vernia, and Gonzales, Texas. The interventional pain management practice specializes in treating numerous pain conditions such as back and neck pain, sciatica, and facet arthritis. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-50554) on May 2, 2023. In the petition signed by Eric Miller, M.D., president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Craig A. Gargotta oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, represents the Debtor as legal counsel. SUMMIT RESTAURANT: Gets $11.7M Bid for 73 Hardee's Restaurants -------------------------------------------------------------- James Nani of Bloomberg Law reports that Summit Restaurant Holdings LLC, a bankrupt Hardee's franchisee with more than 100 locations, has landed an $11.7 million opening bid for an auction of its assets. Arc Burger LLC will submit its "stalking horse" bid for as many as 73 restaurants, Summit said in a filing Thursday, May 11, 2023, with the US Bankruptcy Court for the District of Colorado. It may buy up to 15 more, according to court papers. The sale request comes as fast food franchisees have faced pandemic-related headwinds due to increased labor and food costs and less profitability. About Summit Restaurant Holdings Summit Restaurant Holdings LLC is a franchisee of Hardee's. Summit Restaurant Holdings sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No. 23-11926) on May 4, 2023. In the petition filed by Dewey R. Brown, as CEO, the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. The Debtor is represented by: Matthew T. Faga, Esq. Markus Williams Young & Hunsicker LLc 7490 Clubhouse Road, Second Floor Boulder, CO 80301 SURGEPOWER MATERIALS: Trustee Seeks to Hire Financial Advisor ------------------------------------------------------------- Gregory Milligan, the trustee appointed in the Chapter 11 case of SurgePower Materials, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Harney Partners as his financial advisors. The firm will render these services: (a) assist the trustee and its counsel with general matters related to the case; (b) assist the trustee with preparation of financial information pertaining to estate assets, liabilities, cash flows, financial statements, and projections as required by any estate lender, potential acquisition parties and other stakeholders; (c) assist in the preparation of post-petition financing budgets and related documents, to support the successful completion of the case; (d) assist in the review of financial information exchanged between the trustee and creditors, any regulatory agencies, consultants, prospective investors/purchasers or other third parties, as may be necessary or appropriate; (e) assist the trustee with preparation of any bankruptcy required reporting, including Monthly Operating Reports (MOR); (f) provide support for the development of a Plan of Reorganization, sale process and/or other disposition of the estate's assets; (g) coordinate with the trustee and any of the other professionals retained in the Chapter 11 proceedings; and (h) other services as may be agreed upon between the parties. The hourly rates of the firm's professionals are as follows: President/EVP $600 - $700 Managing Director $500 - $600 Sr. Manager/Director $400 - $500 Manager $350 - $450 Sr. Consultant $275 - $400 Support Staff $180 - $275 In addition, the firm will seek reimbursement of expenses incurred. William Patterson, executive vice president of Harney Partners, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: William R. Patterson Harney Partners Westech 360 8911 Capital of Texas Highway, Suite 2120 Austin, TX 78759 Telephone: (512) 892-0803 Email: bpatterson@harneypartners.com About SurgePower Materials SurgePower Materials, Inc. is a green technology company that produces high purity graphene. The company is based in New Braunfels, Texas. On Dec. 20, 2022, an involuntary petition under Chapter 11 of the Bankruptcy Code was filed against SurgePower Materials (Bankr. W.D. Tex. Case No. 22-51436) by creditors. The creditors include Ecliptic Holdings I, LLC, Ecliptic Evergreen Innovations Fund I LP, Harborock Ltd., Carbonaceous Green Investments LLC, Steven George Gibson, and Richard Thomas Shaffer. Judge Michael M. Parker oversees the case. The creditors are represented by Marc C. Taylor, Esq., at Waller Lansden Dortch & Davis, LLP. On April 28, 2023, Gregory S. Milligan was appointed as Chapter 11 trustee in this case. The trustee tapped Husch Blackwell LLP as counsel and Harney Partners as financial advisors. SURGEPOWER MATERIALS: Trustee Taps Husch Blackwell as Counsel ------------------------------------------------------------- Gregory Milligan, the trustee appointed in the Chapter 11 case of SurgePower Materials, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Husch Blackwell LLP as his counsel. The firm will render these services: (a) advise the trustee of its powers and duties; (b) take all necessary action to protect and preserve the Debtor's estate; (c) prepare on behalf of the trustee all necessary legal papers; (d) assist the trustee in preparing for and filing a plan of reorganization or liquidation, if one is warranted; (e) represent the trustee in connection with the administration of the Debtor's estate; (f) perform any and all other legal services for the trustee in connection with the Chapter 11 case; (g) appear before this court, any appellate courts, and the United States Trustee and protect the interests of the Debtor's estate before those courts and the United States Trustee; and (h) perform such legal services as the trustee may request with respect to any matter. The hourly rates of the firm's counsel and staff are as follows: Partners $400 - $925 Associates $290 - $550 Paralegals $160 – $370 Lynn Hamilton Butler, Esq., a partner at Husch Blackwell, will charge an hourly rate of $675 in this engagement. In addition, the firm will seek reimbursement of expenses incurred. Mr. Butler disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lynn Hamilton Butler, Esq. Husch Blackwell LLP 111 Congress Avenue, Suite 1400 Austin, TX 78701 Telephone: (512) 472-5456 Facsimile: (512) 479-1101 Email: lynn.butler@huschblackwell.com About SurgePower Materials SurgePower Materials, Inc. is a green technology company that produces high purity graphene. The company is based in New Braunfels, Texas. On Dec. 20, 2022, an involuntary petition under Chapter 11 of the Bankruptcy Code was filed against SurgePower Materials (Bankr. W.D. Texas Case No. 22-51436) by creditors. The creditors include Ecliptic Holdings I, LLC, Ecliptic Evergreen Innovations Fund I LP, Harborock Ltd., Carbonaceous Green Investments LLC, Steven George Gibson, and Richard Thomas Shaffer. Judge Michael M. Parker oversees the case. The creditors are represented by Marc C. Taylor, Esq., at Waller Lansden Dortch & Davis, LLP. On April 28, 2023, Gregory S. Milligan was appointed as Chapter 11 trustee in this case. The trustee tapped Husch Blackwell LLP as counsel and Harney Partners as financial advisors. SVB FINANCIAL: Says FDIC Has No Right to Hold Tax Refunds --------------------------------------------------------- Rick Archer of Law360 reports that the former parent company of Silicon Valley Bank told a New York bankruptcy judge that the Federal Deposit Insurance Corp. is violating the Bankruptcy Code and possibly criminal law in its attempts to retain nearly $11 million in tax refunds mailed to the bank. About Silicon Valley Bank Silicon Valley Bank was the nation's 16th largest bank and the biggest to fail since the 2008 financial meltdown. During the week of March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a severe "run-on-the-bank." On the morning of March 10, 2023, the California Department of Financial Protection and Innovation seized SVB and placed it under the receivership of the Federal Deposit Insurance Corporation (FDIC). The FDIC on March 13, 2023, disclosed that it transferred all deposits -- both insured and uninsured -- and substantially all assets of the former Silicon Valley Bank of Santa Clara, California, to a newly created, full-service FDIC-operated "bridge bank" in an action designed to protect all depositors of Silicon Valley Bank. SVB Financial Group is a financial services company focusing on the innovation economy, offering financial products and services to clients across the United States and in key international markets. Prior to March 10, 2023, SVB Financial Group owned and operated Silicon Valley Bank, a state-chartered bank. On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 23-10367). The Hon. Martin Glenn is the bankruptcy judge. The Debtor had assets of $19,679,000,000 and liabilities of $3,675,000,000 as of Dec. 31, 2022. Centerview Partners LLC is proposed financial advisor, Sullivan & Cromwell LLP proposed legal counsel and Alvarez & Marsal proposed restructuring advisor to SVB Financial Group as debtor-in-possession. Kroll is the claims agent. TGPC PROPERTIES: Gets OK to Hire Engelman Berger as Legal Counsel ----------------------------------------------------------------- TGPC Properties, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Engelman Berger, PC as its substitute legal counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties in the continued management and operation of its business and property; (b) represent the Debtor at all court hearings, adversary proceedings or contested matters that have been or may be filed herein; (c) attend meetings and negotiate with representatives of creditors and other parties-in-interest and advise and consult on the conduct of this bankruptcy case; (d) assist the Debtor with the preparation of any amendments to its Schedules of Assets and Liabilities and Statement of Financial Affairs; (e) advise the Debtor with respect to any contemplated sales of assets and/or business combinations, formulate and implement appropriate closing procedures for such transactions, and prepare and prosecute all motions and/or pleadings necessary to obtain the court's authorization for such transactions; (f) advise the Debtor with respect to any post-petition financing and cash collateral arrangements; negotiate, draft, and prosecute all documents, motions and pleadings relating thereto; (g) advise the Debtor on all matters relating to the assumption, rejection or assignment of unexpired leases and executory contracts; (h) advise the Debtor with respect to legal issues arising in or relating to its ordinary course of business; (i) take all necessary action to protect and preserve the Debtor's estate; (j) prepare, negotiate, and take all actions necessary to obtain approval and/or confirmation of a disclosure statement, plan of reorganization, and related agreements and documents; and (k) perform all other legal services relating to the administration and conduct of the Debtor's estate in its efforts to reorganize. The hourly rates of the firm's counsel and staff are as follows: Bradley D. Pack $450 Other Shareholders $450 - $650 Associates $290 - $350 Cindy Solomon, Certified Paralegal $225 In addition, the firm will seek reimbursement for expenses incurred. The firm required a retainer in the total amount of $10,000 from the Debtor. Bradley Pack, Esq., an attorney at Engelman Berger, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Bradley D. Pack, Esq. Engelman Berger, PC 2800 North Central Avenue, Suite 1200 Phoenix, AZ 85004 Telephone: (602) 271-9090 Facsimile: (602) 222-4999 Email: bdp@eblawyers.com About TGPC Properties TGPC is primarily engaged in renting and leasing real estate properties. TGPC Properties, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 22-08374) on Dec. 19, 2022. The petition was signed by Paul Johnson as manager. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Madeleine C. Wanslee oversees the case. Bradley D. Pack, Esq., at Engelman Berger, PC represents the Debtor as counsel. TIMBERSTONE 4038T: Taps Hanson Bridgett as Special Counsel ---------------------------------------------------------- Timberstone 4038T, LLC received approval from the U.S. Bankruptcy Court for the Northern District of California to employ Hanson Bridgett, LLP as special counsel. The firm's services include: a. advising and representing the Debtor in connection with the application process to develop the Marinda property subdivision and to liaise with counsel to the Town of Fairfax to assure that the pending applications are fairly evaluated and timely considered in accordance with relevant California legislation; and b. assisting with the filing of administrative proceedings or Superior Court litigation against the Town of Fairfax in the event that it continues to impose unreasonable delays on the development of the Marinda property or otherwise fails to comply with its ministerial duty to process applications to develop the property. Hanson Bridgett will be paid at these rates: Ellis F. Raskin (Senior Counsel) $505 per hour Emily Charley (Partner) $740 per hour Associate attorneys/Paralegals and Legal Research Assistants $385 to $495 per hour The retainer fee is $7,500. Ellis F. Raskin, Esq., a partner at Hanson Bridgett LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ellis F. Raskin, Esq. Hanson Bridgett LLP 1676 No. California Blvd., Suite 620 Walnut Creek, CA 94596 Tel: (925) 746-8460 About Timberstone 4038T, LLC Timberstone 4038T LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Timberstone 4038T LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-30109) on February 28, 2023. In the petition filed by Marshall Rothman, managing member, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Hannah L. Blumenstiel oversees the case. The Law Offices of Stuppi & Stuppi serves as the Debtor's bankruptcy counsel. TUESDAY MORNING: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------------- Tuesday Morning Corporation and its debtor-affiliates ask the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, for authority to use cash collateral and provide adequate protection. On April 28, 2023, the Court entered its Order Approving (I) the Sale of Certain of the Debtors' Assets Free and Clear of all Liens, Claims, Encumbrances, and Interests, (II) the Agreement, and (III) Granting Related Relief, pursuant to which the Court approved a transaction between the Debtors and Hilco Merchant Resources, LLC. Hilco is conducting going-out-of-business sales at the Debtors' stores over the next two months. As a result, the Debtors' lenders no longer believe the DIP Budget should govern the Debtors' cash collateral usage, given that it was premised on operating a going concern rather than a liquidation. Nevertheless, the Debtors remain obligated to fund certain expenses under the Sale Order. In order to address their secured lenders' concerns that the DIP Budget provides more authority to use cash collateral than is necessary to meet these obligations, the Debtors, in consultation with their advisors, have prepared an interim wind down budget to bridge the Debtors' authority to use cash collateral until the final hearing on the Motion. Prior to the final hearing, the Debtors will file a proposed final wind down budget to provide for the use of cash collateral until the anticipated conversion of the Cases to cases under Chapter 7 of the Bankruptcy Code. As of the Petition Date, the Debtors' secured creditors included, among others, Wells Fargo Bank, N.A., as administrative agent for itself and on behalf of certain other lenders, as well as 1903P Loan Agent, LLC, as FILO B documentation agent. With certain limited exceptions, the ABL Lenders held a first-priority lien against the Debtors' inventory, accounts receivable, and other intangibles, as well as a second-priority lien against other assets such as FF&E and IP. On September 20, 2022, TM Corp. and TASCR Ventures CA, LLC, as FILO C Collateral Agent for the FILO C secured parties executed the Note Purchase Agreement. As of the Petition Date, the Debtors believe they owe the FILO C Lenders the outstanding principal amount of $7.742 million. Following satisfaction of the ABL Lenders' claims, as between the Debtors' prepetition lenders, the Debtors assert that the FILO C Lenders now have a first-priority lien against the ABL Collateral and a second-priority lien against the Term Collateral. TMI, as lead borrower, and each of the remaining Debtors, as guarantors, and Alter Domus (US) LLC, as administrative agent, for itself and on behalf of the other lenders are parties to a Prepetition Term Loan Agreement dated as of December 31, 2020, and as amended from time to time, which provided for a term loan facility in an amount up to $25 million. As of the Petition Date, the Debtors believe they owe the Term Lenders approximately $24.474 million. Among the Debtors' prepetition lenders, the Debtors assert that the Term Lenders now hold a first-priority lien against the Term Collateral and a second priority lien against the ABL Collateral. As of the Petition Date, the Debtors believe they owe the following amounts on account of certain junior convertible notes: (i) a series of junior secured convertible notes in the approximate outstanding amount of $10.353 million; and (ii) a series of junior secured convertible notes in the approximate outstanding amount of $3.087 million. As between the Debtors' prepetition lenders, the holders of the JSC Notes and the Management JSC Notes, have third-priority liens against the ABL Collateral and the Term Collateral. The Debtors assert that the Junior Noteholders were fully unsecured claimants as of the Petition Date. Following a lengthy hearing on February 15, 2023, the Court entered its Interim Order (I) Authorizing Debtors to (A) Use Cash Collateral on a Limited Basis and (B) Obtain Postpetition Financing on a Secured, Superpriority Basis, (II) Granting Adequate Protection, (III) Scheduling a Final Hearing, and (IV) Granting Related Relief, granting interim approval to a DIP facility spearheaded by Invictus Global Management, LLC and Cantor Fitzgerald Securities, as administrative agent, for itself and for and on behalf of the other lenders party thereto. Under the Interim Invictus DIP Order, the Court permitted the Debtors to borrow up to $15 million under the Invictus DIP Facility, and granted Invictus a superpriority administrative expense claim and certain liens. Unfortunately, the Debtors' relationship with Invictus quickly broke down shortly after the Court entered the Interim Invictus DIP Order. Among other things, Invictus and the Debtors could not reach an agreement regarding costly, cumbersome litigation, which threatened to paralyze and stagnate these Cases and severely impair the value of the Debtors' estates and their prospects to emerge expeditiously from bankruptcy. This led the Debtors to seek alternative financing. Following Invictus's failure to make a stalking horse bid, various creditors and parties in interest filed motions to vacate or reconsider the Interim Invictus DIP Order. On March 2, 2023, the Debtors filed a motion for authority to enter into a new DIP facility with one of the ABL Lenders, 1903P Loan Agent, LLC. On March 7, 2023, the Court entered an interim order granting the 1903 DIP Motion, and on April 6, 2023, the Court entered a final order granting the 1903 DIP Motion. Under the Final 1903 DIP Order, as part of the 1903 DIP Facility, the ABL Lenders' claims were paid or otherwise satisfied in full. On April 11, 2023, Invictus and its affiliate Invictus Special Situations Master I, L.P. acquired 1903's position under the 1903 DIP Facility. Since then, subject to limited exceptions such as professional fee requests, the 1903 DIP Facility has been repaid in full, and Invictus notified the Debtors that the 1903 DIP Facility matured on April 28, 2023. Nevertheless, the Debtors' authority to use cash collateral under the Final 1903 DIP Order continues in effect subject to the budget. As adequate protection, the Debtors propose to provide weekly reports to the FILO C Lenders, the Term Lenders, and Invictus commensurate with the reporting provided as adequate protection under the Final 1903 DIP Order. At a minimum, for each 7-day period beginning on the day following entry of the Interim Order, the Debtors, no later than five business days after the end of each seven-day period, will furnish the Remaining Secured Creditors with a summary report showing budgeted versus actual cash collateral usage. As additional adequate protection for Invictus, the Debtor will continue making the monthly interest payments to Invictus under the Interim Invictus DIP Order. A hearing on the matter was initially set for May 18. The Court issued a bench ruling granting the request and setting a continued hearing for June 15. A copy of the motion is available at https://bit.ly/3o973LN from PacerMonitor.com. About Tuesday Morning Dallas, Texas-based Tuesday Morning Corporation is an off-price retailer specializing in products for the home, including upscale home textiles, home furnishings, housewares, gourmet food, toys and seasonal decor, at prices generally below those found in boutique, specialty and department stores, catalogs and on-line retailers. Tuesday Morning and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Texas Lead Case No. 23-90001) on Feb. 14, 2023. The Debtors said both assets and liabilities, on a consolidated basis, range from $100 million to $500 million. Judge Edward L. Morris presides over the cases. The Debtors tapped Munsch Hardt Kopf & Harr, P.C., as bankruptcy counsel; Phelanlaw as special counsel; Force Ten Partners LLC as financial advisor; and Piper Sandler & Co. as investment banker. Stretto, Inc. is the claims and noticing agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors Chapter 11 cases. The committee is represented by the law firms of Fox Rothschild, LLP and Lowenstein Sandler, LLP. Province, LLC serves as the committee's financial advisor. UNISYS CORP: S&P Alters Outlook to Negative, Affirms 'B+' ICR ------------------------------------------------------------- S&P Global Ratings affirmed all ratings and revised the outlook to negative from stable on Blue Bell, Pa.-based information technology (IT) services company Unisys Corp. The negative outlook reflects that S&P could lower its ratings if leverage rises and remains above 5x for a sustained period or if cash flow remains weak for the rating without a path for improvement beyond 2023. S&P said, "We forecast S&P Global Ratings-adjusted leverage to weaken to about 5x by the end of 2023 due to lumpy renewals and EBITDA margin deterioration. We expect Unisys' license & support (L&S) revenue, which is part of the enterprise computing solutions (ECS) segment (33% of 2022 total revenue), to decline 25% this year with fewer scheduled license renewals primarily because of the timing of early renewals by clients in 2022. We expect this will result in a total revenue decline of 4% in 2023 and as a result will pressure overall EBITDA and cash flow generation. ECS segment carries higher gross margins (67% during the first quarter of 2023 compared with 14% for the remaining business) primarily due to its licensed ClearPath Forward software product, which collects license revenue and EBITDA up front. Additional EBITDA margin pressure could come from expenses to implement further cost restructuring. Our base case estimates realization of restructuring will bring 400 basis points of EBITDA margin improvement in 2024." Cash pension contributions starting in 2025 will consume liquidity. Because of lower-than-anticipated returns in the company's pension assets in 2022 that depleted the plan's prefunded balances, Unisys now expects $570 million - $590 million in total cash contributions to its US Qualified Defined Benefit plans spanning the eight year period from 2025 to 2032. S&P said, "We previously expected cash contributions on the U.S. pension plan to be insignificant over the next 10 years. Our current base case assumes EBITDA margins will improve to the mid-teen percentage area in 2024 from the low-teen percentage area expected for 2023. Incorporating the annual pension cash contributions, we expect cash flow to be negatively impacted after 2025 despite the EBITDA margin improvements. We forecast free cash flows of about $40 million-$80 million annually once materially higher cash pension contributions start becoming required. Nevertheless, we believe the risk of even higher cash pension contributions is lower because Unisys has taken steps in the past few years to meaningfully reduce the size of the pension plan, and most recently, it transferred a portion of its U.S. plan to a third party through a $265 million annuity contract. Furthermore, Unisys will continue to take advantage of a 25-year average discount rate if interest rates were to decline and could adopt a market-rate based methodology if rates were to increase further." Execution risk in growing and sustaining momentum of next-gen services could delay margin improvement in 2024. The company has identified three growth engines to help propel longer-term annual revenue growth toward the mid-to-high single-digit percentage area, critical to restore profitability and cash flows. These include modern workplace solutions within its digital workplace solutions business, digital platform and applications within its cloud and infrastructure services business, and specialized services and next-gen compute within its enterprise computing solutions business. S&P said, "Together, we estimate that these next-gen services represented just over a quarter of 2022 sales, and the company reported sequential pipeline growth of more than 30% in the first quarter of 2023. We believe pipeline conversion to revenue and sustained high growth will be challenging during the remainder of the year as clients become more cautious of IT spending amid a worsening macroeconomic environment." The negative outlook reflects S&P's expectation that Unisys' leverage will rise to about 5x at the end of 2023 and FOCF will be negative this year due to uneven services renewals and EBITDA margin deterioration. Downside scenario S&P could lower its ratings on Unisys if adjusted leverage were sustained above 5x or FOCF to debt remains low. This could occur if: -- Additional investment needed to increase next-gen services pressured EBITDA margins in the high-single-digit percentage area. -- Sustained delays in IT spending resulted in contract delays or cancellations such that revenue continued to decline after 2023. -- The company increased debt for acquisitions or shareholder returns. Upside scenario S&P could revise its outlook to stable if the company outperformed our forecast by reducing adjusted leverage to below 5x and increasing FOCF to debt to above 10% with our expectation of these credit ratios to remain over the medium term. ESG credit indicators: E2, S2, G2 US ACUTE CARE: S&P Alters Outlook to Stable, Affirms 'B-' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook on U.S. Acute Care Solutions Inc. (USACS) to stable from positive and affirmed its ratings, including the 'B-' issuer credit rating. S&P said, "The stable outlook reflects our expectation for a low-single digit percent increase in the company's organic revenue, relatively stable margins, and free cash flow to debt remaining below 4%, which are broadly in line with our expectations for its 'B-' rated peers. "The outlook revision reflects our expectation that USACS will generate modest free cash flow (after incorporating both cash and PIK payments on the preferred debt) in 2023 and 2024 while maintaining an S&P Global Ratings-adjusted margin in the 9%-11% range. We expect the company will increase its organic revenue by the low-single digit percent area in 2023 despite lower acuity levels following the coronavirus pandemic, the long-term trend of declining emergency room volumes due to the growing use of technology, the availability of more alternate sites of care for patients (such as urgent care and ambulatory surgical centers), and proactive utilization management efforts by both public and private payors. The lower acuity levels, along with higher physician labor costs due to the tight job market, will impact EBITDA margin which we expect to increase only slightly in 2023 in the 9%-11% range, with decline in non-recurring expenses and start-up costs related to the Alteon acquisition. "We project that USACS' discretionary cash flow (DCF) to debt will remain below 2%, given distributions to the holders of its preferred debt (11.5% PIK or 10.5% in cash), as well as potential common equity redemption payments to departing employees. Because we include the preferred debt in our adjusted leverage calculation (per our hybrid criteria), we estimate the company's S&P Global Ratings-adjusted leverage will remain high in the 10x-11x range in 2023 and 2024. Subject to the company's restricted payment capacity, USACS has the option to redeem the preferred shares at a premium between March 2024 and March 2026. Apollo, the holder of the preferred shares, however, has the right to request the full redemption of its investment beginning March 1, 2026. We estimate the company's EBITDA interest coverage will remain below 1.5x in 2023 and 2024, which further supports our reduced expectation for an upgrade in the next 12 months." USCAS is exposed to lower emergency medicine (EM) volumes due to its high concentration in emergency room (ER) staffing (similar to its peers), which is slightly offset by its physician-ownership model.USACS generates about 81% of its revenue from EM staffing, 13% from hospital medicine (HM) staffing, and the remaining from the intensive care unit (ICU) and other segments. S&P expects that payors will be more aggressive in limiting their reimbursement for, and utilization of ERs. ER visits are a high-intensity, high-cost service. Cost-containment efforts by public and private payors are encouraging patients to receive coordinated primary care to address preventable ER visits by receiving treatment in the most appropriate setting. The increasing use of retail clinics, urgent care centers, and ambulatory surgery centers, as well as technology advances in virtual medicine and telehealth, have led to significant savings for patients and payors when compared with similar services performed in hospitals. The volumes at these lower-cost, alternative care sites have increased for certain procedures, especially during the pandemic, leading to a decrease in ER visits (largely among lower-acuity patients). S&P said, "However, we view USACS' ownership structure (98% owned by physicians and remaining by health systems) favorably because it aligns the interests of its physicians with the company, helps controls costs during periods of business weakness and lessens the risk of heightened turnover. However, the company does need to buy-out departing physicians (either retiring or leaving) either with cash on hand or by issuing debt. "We expect USACS will remain cautious with regard to acquisitions in 2023 while maintaining sufficient liquidity.We expect the company to pursue small tuck-in acquisitions but primarily focus on organic growth in 2023. USACS may also chose to make in-kind distributions on its PIK preferred debt to save cash for tuck-in acquisitions. As of March 31, 2023, the company had about $55 million available under its $125 million revolving credit facility, leaving it with a cushion of about 33% under its secured net leverage covenant. We also believe that USACS has sufficient liquidity to meet its operating requirements. "The stable outlook reflects our expectation for continued low-single digit percent organic growth supplemented by small tuck-in acquisitions. We also anticipate the company will improve its EBITDA margin on stabilizing labor conditions and declining integration costs related to Alteon, enabling it to maintain S&P Global Ratings-adjusted debt to EBITDA of close to 11x (5.5x without the preferred debt). We expect that USACS' DCF will remain pressured by its cash distributions on the preferred shares and outflows to redeem common equity held by departing employees, thus we estimate its DCF to debt and EBITDA interest coverage will remain below 2% and 1.5x, respectively. "We could lower our rating on USACS if it experiences persistent cash flow deficits that lead to constrained liquidity and an unsustainable capital structure." This could occur if: -- Its cash flows are continually burdened by higher-than-anticipated acquisition and integration costs or other non-recurring items; -- It faces an unfavorable reimbursement environment due to increased pressure from payors; or -- It experiences unforeseen operational setbacks, such as the loss of a major contract. S&P could raise its rating on USACS if it sustainably improves its debt to EBITDA below 8x and generates free operating cash flow (FOCF) to debt of more than 4%. This could occur if the company demonstrates a sustainable improvement in its operating margins, expanding its EBITDA margins and free cash flow generation. ESG credit indicators: E-2, S-3, G-3 S&P said, "Social factors are a moderately negative consideration in our credit rating analysis of USACS. ERs have been slow to recover from the effect of the COVID-19 pandemic and, given that the ER is a very-high-cost site of care, we expect volumes will remain pressured over time as payors seek to move volumes to lower-cost sites of care. Our moderately negative assessment of the company's governance reflects its ownership structure. USACS has investors that own its preferred equity. While it is not controlled by financial sponsors, we believe the common equity investors have an incentive to redeem the preferred equity, which could increase its leverage." VENATOR MATERIALS: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------------- Lead Debtor: Venator Materials PLC Hanzard Drive, Titanium House Stockton on Tees Wynyard Park, TS22 5FD, United Kingdom Business Description: The Debtors, together with their non-Debtor affiliates, are a global manufacturer of pigments and additives that bring color, vibrancy, and a sustainable finish to all kinds of everyday objects. Headquartered in Wynyard, United Kingdom, the Company produces titanium dioxide pigments and performance additives, including functional additives, timber treatment, and color pigments. Chapter 11 Petition Date: May 14, 2023 Court: United States Bankruptcy Court Southern District of Texas Twenty-four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Venator Materials PLC (Lead Case) 23-90301 Venator Americas Holdings LLC 23-90304 Venator Chemicals LLC 23-90310 Venator Chemicals France SAS 23-90307 Venator Finance S.a r.l. 23-90317 Venator France SAS 23-90302 Venator Germany GmbH 23-90303 Venator Group 23-90305 Venator Group Canada Inc 23-90306 Venator Group Services Limited 23-90312 Venator Holdings Germany GmbH 23-90315 Venator Investments Ltd 23-90308 Venator International Holdings UK Limited 23-90322 Venator International France SAS 23-90319 Venator Investments UK Limited 23-90309 Venator Materials LLC 23-90300 Venator Materials International UK Limited 23-90313 Venator Materials UK Limited 23-90316 Venator P&A Finland Oy 23-90318 Venator P&A Holdings UK Limited 23-90320 Venator P&A Spain S.L.U. 23-90321 Venator Pigments France SAS 23-90323 Venator Uerdingen GmbH 23-90311 Venator Wasserchemie Holding GmbH 23-90314 Judge: Hon. David R. Jones Debtors' General Bankruptcy Counsel: Steven N. Serajeddini, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: steven.serajeddini@kirkland.com - and - Jeffrey T. Michalik, Esq. 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: jeff.michalik@kirkland.com Debtors' Co-Bankruptcy Counsel: Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. Victoria Argeroplos, Esq. Beau Butler, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Tel: (713) 752-4200 Fax: (713) 752-4221 Email: mcavenaugh@jw.com jwertz@jw.com vargeroplos@jw.com bbutler@jw.com Debtors' Financial Advisor: MOELIS & COMPANY Debtors' Restructuring Advisor: ALVAREZ & MARSAL Debtors' Notice & Claims Agent: EPIQ CORPORATE RESTRUCTURING Total Assts: $1,416,199,283 Total Debts: $1,533,063,723 The petitions were signed by Kurt Ogden as authorized signatory. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OP23GGY/Venator_Materials_PLC__txsbke-23-90301__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Wilmington Trust, as Trustee Senior Unsecured $375,000,000 Wilmington Trust , National Notes Association, Global Capital Markets, 50 South Sixth Street, Suite 1290 Minneapolis, MN 55402 United States William Buckley Assistant Vice President Tel: (212) 350-2035 Email: wbuckley@wilmingtontrust.com 2. Iluka Resources Ltd Trade Payable $16,114,379 Level 17/240 St Georges Terrace Perth WA 6000 Australia Tom O'Leary Chief Executive Officer Phone: (845) 355-5172 Email: tom.oleary@iluka.com 3. Endesa Energia, S.A. Unipersonal Trade Payable $6,022,172 C. de la Ribera del Loira, 60 28042 Madrid Spain Jose Bogas Chief Executive Officer Phone: +34 800 760 909 Email: jbogas@endesa.es 4. Currenta GmbH & Co. Ohg Trade Payable $5,874,410 Kaiser-Wilhelm-Allee 80 51373 Leverkusen Germany Frank Hyldmar Chief Executive Officer Phone: (919) 212-4700 Email: frank.hyldmar@currenta.de 5. Enovos Energie Trade Payable $5,307,972 2 Domaine du Schlassgoard 4327 Esch-sur-Alzette Luxembourg Erik Von Scholz Chief Executive Officer Phone: +352 800 66 000 Email: evonscholz@enovos.lu 6. Kenmare Moma Processing Mauritius Trade Payable $5,294,883 C/O Kenmare Resources plc 4th Floor, Styne House, Hatch Street Upper Dublin 2 Ireland Michael Carvil Managing Director Phone: +353 1 6710411 Email: info@kenmareresources.com 7. Carbon International Ltd Trade Payable $4,370,119 Brigg Rd Scunthorpe DN16 1AX United Kingdom Chris Durrans Managing Director Phone: +44 776 847 6951 Email: cfdurrans@durrans.co.uk 8. British Gas Services Trade Payable $4,318,118 Millstream, Maidenhead Road Windsor, Berkshire SL4 5GD United Kingdom Jana Siber Managing Director Phone: +44 0333 202 9668 Email: jana.siber@britishgas.co.uk 9. Stork International GmbH Trade Payable $3,500,000 Van Deventerlaan 121 3528 AG Utrecht Netherlands Taco de Haan Chief Executive Officer Phone: +31 88 089 1000 Email: taco.dehaan@stork.com 10. DSV Air & Sea Limited Trade Payable $2,164,860 Hovedgaden 630, 2640 Hedehusene Hovedstaden Denmark Jens Andersen Chief Executive Officer Phone: +45 43 20 30 20 Email: jens.andersen@tietgenfonden.dk 11. Shell Deutschland Oil GmbH Trade Payable $1,913,577 Suhrenkamp 71-77 22335 Hamburg Germany Felix Faber Managing Director Phone: +49 40 63240 Email: felix.faber@shell.com 12. Inovyn Europe Limited Trade Payable $1,728,921 Bankes' Ln Runcorn WA7 4JE United Kingdom Geir Tuft Chief Executive Officer Phone: +44 782 462 4088 Email: geir.tuft@inovyn.com 13. Global Bulk Logistic GmbH Trade Payable $1,663,274 Krabbenkamp 14-18 47138 Duisburg Germany Helmut Kellermann Chief Executive Officer Phone: +49 20345659 112 Email: h.kellermann@globalbulk.de 14. Mantenimiento Y Montajes Trade Payable $1,622,922 Cl 95 15-33 Of 402 Bogota, Colombia Antonio Merida Ruiz Financial and Administrative Director Phone: +310 5611672 Email: amerida@mamcordoba.com 15. Greiwing Logistics For You GmbH Trade Payable $1,408,492 Carl-Benz-StraBe 11-15 48268 Greven Germany Matthias Geiss Managing Director Phone: +49 171 379 8251 Email: mgeiss@greiwing.de 16. Atlantic Copper S.L.U. Trade Payable $1,268,796 Torre Europa Building Paseo de la Castellana, 95 Planta 21- 28046 - Madrid Spain Javier Targhetta Chief Executive Officer Phone: +34 913 34 94 94 00 Email: javier_targhetta@atlantic-copper.es 17. Lhoist UK LTD Trade Payable $1,212,729 Rue Charles Dubois 28 1342 Limelette Belgium Marcos França Chief Executive Officer Phone: +32 10 23 07 11 Email: marcos.franca@lhoist.com 18. Den Hartogh Liquid Trade Payable $1,115,643 Willingestraat 6 3087 AN Rotterdam Netherlands Joep Aerts Business Unit Director Phone: +31 653778153 Email: joep.aerts@denhartogh.com 19. Solvay Energy Services Trade Payable $921,757 2 Rue Gabriel Peri 54110 Dombasle-sur-Meurthe France Ilham Kadri Chief Executive Officer Phone: (980) 221-3235 Email: ilham.kadri@solvay.com 20. Nutrition And Biosciences USA Trade Payable $903,769 521 West 57th Street New York, NY 10019 United States Frank Clyburn Chief Executive Officer Phone: (212) 765-5500 Email: frank.clyburn@iff.com 21. Pyhasalmi Mine Oy Trade Payable $858,720 Mainarintie 2 86900 Pyhakumpu Finland Kimmo Collander Secretary General Phone: +358 50 431 4982 Email: kimmo.collander@porssisaatio.fi 22. Industrial Chem Trade Payable $855,018 Titan Industrial Estate, Hogg Ln Grays RM17 5DU United Kingdom Edwin Strang Managing Director Phone: +44 137 538 9000 Email: e.strang@btinternet.com 23. Gescrap S.L. Trade Payable $810,139 CHAVARRI SN Zona industrial 48910 Sestao, Bizkaia, Spain Eduardo Ayesa Chief Financial Officer Phone: + 34 944 35 41 03 Email: eduardo@gescrap.com 24. HGK Dry Shipping GmbH Trade Payable $755,027 Dr.-Hammacher-StraBe 49 47119 Duisburg Germany Steffen Bauer Chief Executive Officer Phone: (492) 033-1880 Email: steffenbauer@hgkshipping.de 25. Andaluza De Cales, S.A. Trade Payable $738,926 Ctra.Moron-Montellano, Km. 3 41530 Moron de la Frontera, Sevilla Spain Mikel Santa Cruz Director Industrial Phone: +34 943 653 243 Email: mikel@calcinor.com 26. BOC LTD Trade Payable $676,788 43 Church Street West Woking GU21 6HS United Kingdom Zac Reynolds Chief Executive Officer Phone: +44 0800 111 333 Email: zac@boc.agency 27. Altrad Engineering Trade Payable $644,911 Services Limited Units 6 & 7 Lyncastle Way, Appleton Thorne Trading Estate WA4 4ST Warrington United Kingdom Jan Vanderstraeten Chief Executive Officer Phone: +44 1925 865900 Email: jan.vanderstraeten1@telenet.be 28. Gasum LNG OY Contract Undetermined Revontulenpuisto 2 C Termination 02100 Espoo Finland Mika Wiljanen Chief Executive Officer Phone: +358 800 122 722 Email: mika.wiljanen@yahoo.co.uk 29. German Pension Under Funded Undetermined Pensionskasse Dynamit Pension Nobel Versicherungsverein auf Liability Gegenseitigkeit, KaiserstraBe 3 53840 Troisdorf Germany Dr. Stefan Birkel Vorstand Phone: +49 89 1222341 13 Email: stefan.birkel@lurse.de 30. Region Hauts-De-France - Litigation Undetermined Calais Site Pre-Emption Matter C/O OYAT, Laurent de la Brosse 164 Rue du Faubourg, Saint-Honore 75008 Paris France Laurent de la Brosse, Attorney Phone: +33 6 25 82 32 43 Email: l.delabrosse@latournerie-wolfrom.com VENATOR MATERIALS: Enters Chapter 11 With Prepackaged Plan ---------------------------------------------------------- Venator Materials PLC (NYSE: VNTR), a global manufacturer and marketer of chemical products, announced May 15, 2023, that it has reached an agreement with the overwhelming majority of its lenders and noteholders on the terms of a comprehensive recapitalization plan. The agreement will equitize nearly all of the Company's funded debt, strengthen its balance sheet and facilitate an infusion of new capital, which will position the Company for future growth and success. The recapitalization will be implemented through a prepackaged Chapter 11 process in the United States and will be financed by a debtor-in-possession ("DIP") financing facility, which includes a commitment for $275 million in new-money financing from the Company's supporting creditors. Following approval by the Court, the DIP financing, together with cash on hand and cash generated from ongoing operations, is expected to provide substantial liquidity to support Venator throughout the recapitalization process and beyond. Venator's businesses are expected to continue to operate as normal for the duration of the process, and Venator expects to continue to pay wages and benefits to its global workforce, and to pay all trade partners in the ordinary course. Throughout the court-supervised Chapter 11 process, Venator will remain in possession and control of its assets, retain its existing management team and board of directors, and gain access to the array of tools available under Chapter 11 to position the company for long-term sustainable growth. Simon Turner, President and Chief Executive Officer of Venator, said: "The agreement we have reached with our lenders on a recapitalization plan will significantly reduce Venator's debt burden and place the Company on a sound financial footing, which will enable us to deliver on our strategy and capitalize on future growth opportunities. We have faced unprecedented economic headwinds, including significantly lower product demand and higher raw material and energy costs in the second half of 2022, but Venator's management, alongside our advisors, has worked tirelessly to assess all viable options available to us to ensure the long-term sustainable success of the Company." Venator commenced solicitation for votes on its prepackaged Chapter 11 plan, and expects to complete its Chapter 11 process within approximately two months. Venator expects to be delisted by the New York Stock Exchange in accordance with its rules. Venator common shares will, however, continue to trade in the over-the-counter marketplace throughout the duration of the Chapter 11 process. The shares are proposed to be cancelled as part of Venator's restructuring. About Venator Venator is a global manufacturer and marketer of chemical products that comprise a broad range of pigments and additives that bring color and vibrancy to buildings, protect and extend product life, and reduce energy consumption. We market our products globally to a diversified group of industrial customers through two segments: Titanium Dioxide, which consists of our TiO2 business, and Performance Additives, which consists of our functional additives, color pigments and timber treatment businesses. Based in Wynyard, U.K., Venator employs approximately 2,800 associates and sells its products in more than 106 countries. On May 14, 2023, Venator Materials PLC, and 23 affiliated companies filed petitions seeking relief under chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90301). On May 14, 2023, Venator Materials PLC et al., commenced a solicitation of acceptances of their Prepackaged Plan from holders of claims that are eligible to vote – Class 3 Senior Secured Claims (Senior Secured Notes Claims and Term Loan Claims) and Class 4 Senior Unsecured Claims. The Debtors expect to meet the requirement for confirmation of the Plan and to emerge from bankruptcy expeditiously after filing. In connection with the prepackaged Chapter 11 and recapitalization process, Venator is assisted by Moelis & Company and Kirkland & Ellis as respective financial and legal advisors, in addition to Alvarez & Marsal as operational advisor, and has asked the Court for authority to employ Epiq Corporate Restructuring, LLC as claims, noticing, and solicitation agent. Additional information may be found at: https://dm.epiq11.com/venator VENATOR MATERIALS: Unsecureds be Paid in Full or be Reinstated -------------------------------------------------------------- Venator Materials PLC and Its Debtor Affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement relating to the Joint Prepackaged Plan of Reorganization dated May 14, 2023. Venator is a leading global manufacturer and marketer of chemical products that bring color and vibrancy to a variety of consumer goods and industrial materials while protecting and extending product life and reducing energy consumption. Starting in early 2023, Venator commenced discussions with its lenders and noteholders concerning its plans for a comprehensive financial restructuring. By this point, the holders of Venator's funded debt had formed two groups: a group of lenders under Venator's Prepetition ABL Facility (the "ABL Group") and a crossover group of lenders under Venator's Term Loan Facility and holders of Venator's secured and unsecured notes (the "Cross Holder Group"). The Debtors and its advisors were able to bridge certain outstanding terms between the ad hoc groups and reach agreement on a fully consensual restructuring. On May 13, 2023, the Debtors, the Term Lender Group, and the Cross-Holder Group executed the Restructuring Support Agreement, pursuant to which the Debtors will effectuate the recapitalization transactions through prepackaged chapter 11 cases. The key terms of the Restructuring Support Agreement, which are reflected in the Plan, include: * debtor-in-possession financing, with approximately $275 million in new liquidity, as well as a backstop commitment to fund any additional liquidity needed at emergence (either through a rights offering or an exit term loan facility); * a roll-up of the Prepetition ABL Facility, which will be refinanced at emergence; * equitization all of the Company's other funded debt, including the Term Loan Facility, the Senior Secured Notes, and the Senior Unsecured Notes; * repayment in full or reinstatement of all general unsecured claims; and * the cancellation of existing equity interests. As of the date of this Disclosure Statement, holders of (i) approximately 95% in principal of the Term Loan Claims, (ii) 98% in principal of the Senior Secured Notes Claims, and (iii) approximately 94% in principal of the Senior Unsecured Notes Claims have signed onto the Restructuring Support Agreement. The Debtors believe they can confirm a plan of reorganization and emerge from chapter 11 within this timeframe, thereby preserving the value inherent in the Restructuring Support Agreement, without prejudicing the ability of any party to assert its rights in these Chapter 11 Cases. With a prepackaged Plan and key creditor support in place pursuant to the Restructuring Support Agreement, the Debtors expect to emerge well-positioned to capitalize on their asset base as Venator looks to reorient its go-forward growth and operating plans to be competitive. Given the Debtors' core strengths including their experienced management team and employees—the Debtors are confident that they can implement the Restructuring Support Agreement's balance sheet restructuring to ensure the Debtors' long-term viability. Class 5 consists of General Unsecured Claims. This Class will receive a distribution of 100% of their allowed claims. Each Holder of a General Unsecured Claim shall receive, at the Reorganized Debtors' and Required Consenting Creditors' option: * payment in full in Cash; * Reinstatement of its General Unsecured Claim; or * such other treatment rendering such General Unsecured Claim unimpaired in accordance with section 1124 of the Bankruptcy Code. Class 9 consists of Existing Equity Interests. On the Plan Effective Date, all Existing Equity Interests shall be cancelled, released, extinguished, and discharged and will be of no further force or effect. Each holder of an Interest shall receive no recovery or distribution on account of their Existing Equity Interests. The Plan and distributions thereunder will be funded by or consist of the following sources of consideration: (1) the proceeds from the Exit Facilities; (2) Cash proceeds from the sale of Rights Offering Shares from the Rights Offering (if applicable); (3) the New Ordinary Shares; and (4) the Debtors' Cash on hand, as applicable. A full-text copy of the Disclosure Statement dated May 14, 2023 is available at https://bit.ly/3MCCIyF from PacerMonitor.com at no charge. Proposed Co-Counsel to the Debtors: JACKSON WALKER LLP Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. Victoria Argeroplos, Esq. Beau Butler, Esq. 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: mcavenaugh@jw.com jwertz@jw.com vargeroplos@jw.com bbutler@jw.com KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP Steven N. Serajeddini, P.C. 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: steven.serajeddini@kirkland.com -and- Jeffrey T. Michalik, Esq. 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: jeff.michalik@kirkland.com About Venator Venator (NYSE: VNTR) is a global manufacturer and marketer of chemical products that comprise a broad range of pigments and additives that bring color and vibrancy to buildings, protect and extend product life, and reduce energy consumption. We market our products globally to a diversified group of industrial customers through two segments: Titanium Dioxide, which consists of our TiO2 business, and Performance Additives, which consists of our functional additives, color pigments and timber treatment businesses. Based in Wynyard, U.K., Venator employs approximately 2,800 associates and sells its products in more than 106 countries. On May 14, 2023, Venator Materials PLC, and 23 affiliated companies filed petitions seeking relief under chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. Case No. 23-90301). The Debtors' cases have been assigned to Judge David R Jones. In connection with the prepackaged Chapter 11 and recapitalization process, Venator is assisted by Moelis & Company and Kirkland & Ellis as respective financial and legal advisors, in addition to Alvarez & Marsal as operational advisor. Epiq Corporate Restructuring, LLC, is the claims, noticing, and solicitation agent and maintains the page https://dm.epiq11.com/venator VENTURE GLOBAL: S&P Assigns 'BB-' Long-Term ICR, Outlook Stable --------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' long-term issuer credit rating to Virginia-based liquefied natural gas (LNG) company Venture Global LNG Inc. (VGLNG) and its 'BB' issue-level rating and '2' recovery rating to the proposed senior secured notes. The '2' recovery rating indicates S&P's expectation for a substantial recovery (70%-90%: rounded estimate: 70%) for noteholders in the event of a payment default. The stable outlook reflects S&P's view that the company will successfully commission the Venture Global Calcasieu Pass (VGCP) project and that construction on the Venture Global Plaquemines (VGPL) project will continue on time and on budget. VGLNG is supported by cash flow generated by long-term fixed contracts with highly rated offtakers. VGLNG's business risk benefits from the strength of the underlying projects, which will generate the cash flow to service the company's debt. These projects benefit from strong revenue contracts that provide "take-or-pay" style cash flow from predominantly investment-grade counterparties. The company has four projects that are in various stages of development. The first project, VGCP, is nearing the end of the commissioning stage and the second, VGPL, is approximately 40% completed. All of the projects are on the U.S. Gulf Coast. To a large degree, our assessment of business risk takes a forward view and assumes that the first two projects will be finished on time and on budget based on VGLNG's success in developing VGCP to date. As the first two projects are completed and the second two progress through final commercialization and construction, we believe there is scope for the business risk profile to improve and with it the potential for us to raise the rating. Financial metrics remain high during construction based on long-term contracted cash flow only. The elevated financial metrics reflect the significant leverage, given the material amount of debt the company raised to support continued construction and development on all projects. Under our proportionally consolidated approach, we expect the company will have about $10.6 billion of adjusted debt on its balance sheet as of year-end 2023. This debt consists of 75% of the Venture Global project debt (based on VGLNG's 75% ownership post COD) and 100% of the debt of the other projects that VGLNG fully owns. During our forecast period, the company expects to complete the VGCP project, bring VGPL close to commissioning, and also advance development of the CP2 and Delta projects. Although revenue is being generated at VGCP pre-commissioning, S&P's forecast gives credit only for long-term contracted cargos and not commissioning cargos. This is because we believe that reliance on commissioning cargo cash flow is reflective of a higher risk and is not consistent with the company's long-term business, which is predicated on long-term contracted cash flows. Under S&P's proportionally consolidated approach, it expects the company will have about $10.6 billion of adjusted debt on its balance sheet as of year-end 2023. S&P said, "However, we note that the company is generating significant cash flow from the cargos sold during the commissioning of the VGCP project and is forecast to generate significant cash flow from the commissioning of the VGPL project as well, all of which support the development of all four projects. "The stable outlook reflects our view that the VGCP project will be successfully commissioned and that the VGPL project's construction will remain on time and on budget. We believe that once completed, these projects will provide the company with robust, stable distributions from contracted revenues. "We could take a negative rating action if the VGCP project is not successfully commissioned or the VGPL project experiences delays or significant cost increases. "We could raise the rating if we expect debt to EBITDA will fall below 5.5x based on contracted cargos. Given the stage of development of the current projects, we don't believe this is likely during the outlook period." ESG credit indicators: E-3, S-2, G-2 S&P said, "Environmental factors are a moderately negative consideration in our credit rating analysis of Venture Global LNG Inc., an operator of natural gas liquefaction facilities on the U.S. Gulf Coast. Climate transition risks for the midstream industry, and VGLNG notably, relate to the risk that global gas demand might peak earlier than expected if renewable power generation is further accelerated by policies. However, this is offset to a certain degree by the role of natural gas in helping to balance global supply and demand imbalances, renewables, and seasonal demand." VINTAGE WEST: Taps Collins Law Offices as Bankruptcy Counsel ------------------------------------------------------------ Vintage West, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Collins Law Offices, P.C. as counsel. The firm's services include: a. preparing pleadings and applications and conducting examinations incidental to any related proceedings or to the administration of the Debtor's Chapter 11 case; b. developing the relationship of the status of the Debtor to the claims of creditors; c. advising the Debtor of its rights, duties and obligations under Chapter 11 of the Bankruptcy Code; d. advising and assisting the Debtor in the formulation and preparation of a Chapter 11 plan, disclosure statement and other documents related thereto; and e. taking other necessary actions incident to the proper preservation and administration of the case. The firm will be paid at these rates: Attorneys $350 per hour Associates $200 per hour Paralegals $100 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Richard Collins, Esq., a partner at Collins Law Offices, disclosed in a court filing that his firm is a "disinterested person" accoridng to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Richard L. Collins, Esq. Collins Law Offices, P.C. P.O. Box 669 Cullman, AL 35056 Tel: (256) 739-1962 Fax: (866) 528-9546 Email: richard@rlcollins.com About Vintage West Vintage West, LLC offers Chalk Paint Decorative Paint by Annie Sloan. It is also a purveyor of several other highly sought after home goods and name brands including Magnolia Home by a Joanna Gaines, Norwalk furniture, Sam Moore, Four Seasons, and Hooker Furniture. Vintage West filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-80809) on May 3, 2023, with $1 million to $10 million in both assets and liabilities. Kevin Heard, Esq., has been appointed as Subchapter V trustee. Judge Clifton R. Jessup, Jr. oversees the case. Richard L. Collins, Esq., at Collins Law Offices, P.C. is the Debtor's legal counsel. VIRGIN ORBIT: Affiliate Taps Vinson & Elkins as Board's Counsel --------------------------------------------------------------- Virgin Orbit National Systems, LLC, an affiliate in these Chapter 11 cases, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Vinson & Elkins LLP as special counsel to its board of directors. The firm will render these services: (a) advise the board regarding the exercise of its duties and obligations in connection with these Chapter 11 cases and all such other actions that the board may determine are necessary, advisable, or appropriate to fulfill its duties and responsibilities; and (b) advise the Debtor on certain regulatory matters pertaining to its government contracts. The hourly rates of the firm's counsel and staff are as follows: Attorneys $665 - $1,920 Paraprofessionals/Other Timekeepers $225 - $570 In addition, the firm will seek reimbursement of expenses incurred. Prior to the petition date, the firm received payments and advances in the aggregate amount of $66,084.24 for services performed and expenses incurred, and to be performed and incurred. The firm also provided the following in response to the request for additional information set forth in Section D of the Revised U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: Yes, the firm has agreed to provide a bottom-line discount of 10 percent for this engagement consistent with its historical fee arrangement with the Debtor. The firm will continue to apply this discount during the pendency of these Chapter 11 cases. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No. Question: If you represented the client in the twelve months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the twelve months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and reasons for the difference. Answer: In the twelve months preceding these Chapter 11 cases, the firm's hourly rates for services rendered on behalf of the Debtor ranged as follows: 2022 Base Rates Timekeeper U.S. Range Partners $1,065 - $1,810 Counsel/Of Counsel $1,010 - $1,420 Associates $615 - $1,190 Paraprofessionals $205 - $525 2023 Base Rates Timekeeper U.S. Range Partners $1,260 - $1,920 Counsel/Of Counsel $1,150 - $1,700 Associates $665 - $1,145 Paraprofessionals $225 - $570 The firm's billing rates and material financial terms have not changed post-petition. Consistent with the engagement letters, the firm will bill its standard hourly rates in effect when services are rendered. It has historically provided the Debtor a bottom-line discount of 10% consistent with its historical fee arrangement. It will continue to apply this bottom-line discount during the pendency of these Chapter 11 cases. Question: Has your client approved your respective budget and staffing plan, and if so, for what budget period? Answer: Yes, the president of the Debtor has approved the firm's prospective budget and staffing plan for the period from April 17, 2023 through June 30, 2023. Bradley Foxman, Esq., a partner at Vinson & Elkins, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Bradley R. Foxman, Esq. Vinson & Elkins LLP Trammell Crow Center 2001 Ross Avenue, Suite 3900 Dallas, TX 75201 Telephone: (214) 220-7784 Facsimile: (214) 999-7784 Email: bfoxman@velaw.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. VIRGIN ORBIT: Postpones Bid Submission Deadline to May 19 --------------------------------------------------------- Virgin Orbit and its advisers have told the company's potential bidders that the deadline to submit final offers was pushed back several days to May 19, 2023, Sky News reports, without saying how it obtained the information. Names of potential bidders are currently unknown, the report says. 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. VIRGIN ORBIT: Seeks to Hire KPMG as Tax Services Provider --------------------------------------------------------- Virgin Orbit Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ KPMG, LLP to provide audit, tax compliance and tax consulting services. The firm's services include: Audit Services (a) perform audit services (the "Out-of-Scope Audit Services") related to "circumstances encountered during the performance of fixed fee audit services that warrant additional time or expense that caused KPMG to be unable to deliver [such services] within the agreed upon amounts." These services include the following: (i) accounting for the issuance of three additional convertible debt instruments during the year, which required a technical accounting consultation with KPMG's national office, and (ii) required adjustments to the assessment of audit risks and incremental procedures regarding the valuation of fixed assets, inventory, and assessment of loss making contracts based on changes in the Debtors' financial condition. Tax Compliance and Tax Consulting Services (a) prepare federal and state and local income tax returns and supporting schedules for the 2022 tax year; (b) provide assistance with Section 174 capitalization; (c) if agreed by the Debtors in writing, KPMG will commence work on the applicable federal and state and local tax return(s) for the tax year immediately succeeding the tax year(s), specifically, the preparation of requests for extension of time to file and the related first quarter estimate tax requirements; (d) provide such services for any state or local jurisdictions and additional majority owned legal entities not identified in the tax compliance engagement letter dated February 14, 2023; (e) automatic filing (either electronically or by paper) the extensions for which there are no tax payments due; and (f) upon specific request and authorization by the Debtors, provide tax consulting services to assist the Debtors in the identification, quantification and documentation of research and development activities and expenditures that may qualify for tax credits available to be claimed on the Debtors' federal and California tax returns for the 2022 tax (credit) year (the "Research Credit Services"). The firm will be paid as follows: (a) Audit Services: KPMG will provide the Out-of-Scope Audit Services for a fixed fee of $180,000. Approximately $150,000 of such fee was paid to KPMG by the Debtors prepetition. (b) Tax Compliance Services: KPMG and the Debtors have agreed to a fixed fee of $59,500 relating to the preparation of federal and state and local income tax returns and supporting schedules for the 2022 tax year, as well as fees related to assistance with Section 174 capitalization (the "Tax Compliance Fixed Fee"). The remaining amount of the Tax Compliance Fixed Fee to be billed will be $22,150. (c) Tax Consulting Services: Upon specific request and authorization by the Debtors to perform this work, KPMG will provide the Debtors with tax consulting services to assist the Debtors in the identification, quantification and documentation of research and development (R&D) activities and expenditures that may qualify for the R&D tax credits available to be claimed on the Debtors' federal and California tax returns. KPMG's review will encompass the 2022 tax year (credit year). As described in further detail in the Tax Compliance Engagement Letter, KPMG and the Debtors have agreed to a fixed fee of $65,000 for tax consulting services relating to research credit services (the "Research Credit Fixed Fee"). Subject to the Court's approval and pursuant to the terms and conditions of the Tax Compliance Engagement Letter, the remaining amount of the Research Credit Fixed Fee to be billed will be $65,000. During the 90-day period prior to the petition date, KPMG received $637,350 from the Debtors for professional services performed and expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Thomas R. Klockner KPMG LLP 1601 Market Street Philadelphia, PA 19103 Tel: (267) 256-7000 Fax: (267) 256-7200 About Virgin Orbit Holdings Virgin Orbit Holdings, Inc (Nasdaq: VORB) -- http://www.virginorbit.com/-- operates one of the most flexible and responsive space launch systems ever built. Founded by Sir Richard Branson in 2017, Virgin Orbit Holdings began commercial service in 2021, and has already delivered commercial, civil, national security, and international satellites into orbit. Its LauncherOne rockets are designed and manufactured in Long Beach, Calif., and are air-launched from a modified 747-400 carrier aircraft that allows Virgin Orbit Holdings to operate from locations all over the world. Virgin Orbit Holdings sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10405) on April 4, 2023. The Debtor reported total assets of $242,978,000 and total debts of $153,491,000 as of Sept. 30, 2022. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Latham & Watkins, LLP as legal counsels; Ducera Partners, LLC as investment banker and financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; and KPMG, LLP as tax services provider. Kroll Restructuring Administration, LLC is the claims agent and administrative advisor. The Debtors' indirect parent entity, Virgin Investments Limited, in its role as lender and administrative agent and collateral agent, retained Davis Polk & Wardwell, LLP, FTI Consulting, Inc., and Morris, Nichols, Arsht & Tunnell, LLP as advisors. VIVO TECHNOLOGIES: Gets Court Approval to Hire Bankruptcy Counsel ----------------------------------------------------------------- Vivo Technologies, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Davis Miles McGuire Gardner, PLLC as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties; (b) prepare legal papers; (c) represent the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in this case; and (d) perform such other legal services as may be necessary in connection with this case. M. Preston Gardner, Esq., an attorney at Davis Miles McGuire Gardner, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: M. Preston Gardner, Esq. Davis Miles McGuire Gardner, PLLC 40 E. Rio Salado Pkwy., Suite 425 Tempe, AZ 85281 Telephone: (480) 733-6800 Facsimile: (480) 733-3748 Email: efile.dockets@davismiles.com About Vivo Technologies Vivo Technologies, LLC is a modern and holistic unified communications and collaboration (UCC) solutions provider. Vivo has evolved the process for designing, deploying, and supporting UCC solutions. Vivo Technologies filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02964) on May 5, 2023. In the petition signed by Spencer Jones, manager, the Debtor listed $1 million to $10 million in both assets and liabilities. Judge Daniel P. Collins oversees the case. Davis Miles McGuire Gardner, PLLC serves as the Debtor's counsel. WHITESTONE BREWERY: Seeks Cash Collateral Access Thru June 16 ------------------------------------------------------------- Whitestone Brewery, LLC asks the U.S. Bankruptcy Court for the Western District of Texas, Austin Division, for authority to use cash collateral in accordance with the budget, with a 10% variance, from May 12 through June 16, 2023. The Debtor requires the use of cash collateral to continue its operations. After a year of renovations to the Cedar Park location, the Debtor opened its doors for business on January 1, 2016. The Debtor's business steadily grew from its opening until the March 2020 COVID-19 lockdowns. By then, the Debtor had grown to employ 18 team members and generated approximately $1,365,000 in annual sales to stay afloat, the Debtor applied for and received Paycheck Protection Program loans. With the public's assistance and a dedicated customer base, the Debtor successfully navigated the challenges of a global pandemic and welcomed the loosening of the COVID restrictions. In September 2021, the Debtor entered into a lease in the amount of $10,380 monthly for space at 15390 W State Hwy 29, Liberty Hill, TX, 78642. By the spring of 2022, the Debtor began looking for additional commercial space for a second taproom and to expand its operations, specifically the production of the Debtor's hop-water product, a non-alcoholic carbonated water infused with essential dry hop flavor. After considering various options, the Debtor elected to use the warehouse space for this new expansion. This expansion required a build-out of the Liberty Hill location to suit the intended purpose. However, that process was fraught with various issues and delays. Initially, the construction project was budgeted at $75,000. After the delays and other issues, the final cost of the construction total came in at just over $300,000. The City of Liberty Hill also added a $35,000 impact fee for the Debtor to receive their official Certificate of Occupancy. Because of these additional delays and costs the Debtor needed to take on additional emergency debt with lenders that did not offer favorable terms. Many of these loans required significant daily or weekly draws and severely restricted the cash flow of the business and directly led to the Debtor filing for bankruptcy. The Debtor is currently aware of multiple UCC Financing Statements dating back to 2016 that purport, in the case of Third Coast Bank SSB, to attach to "all business assets" presumably to the Debtors' cash as well. Despite these UCC filings, the Debtor is not aware of any deposit account control agreement. The Debtor estimates that the value as of the Petition Date, of the cash in its accounts that may be considered to "cash collateral" was up to $6,500, despite the bank accounts showing a negative balance. As of the filing of the Motion, Debtor has approximately $12,500 in cash in its accounts or to be deposited from either its in store proceeds or from its distributor. The Debtor offer the following adequate protection: a. Any other creditor holding a perfected pre-petition lien on the Debtor's cash will be granted a replacement lien, solely to the extent cash collateral is used, in all cash the Debtor acquires or generates after the Petition Date, but solely to the same extent and priority as existed pre-petition and subject to a determination by the Court that any such creditor holds a fully perfected, enforceable pre-petition lien on cash; b. The Replacement Lien will not attach to chapter 5 actions of the Debtor or the proceeds of the recovery upon such actions; c. Except for post-petition cash generated from operations, the Replacement Lien will not attach to any unencumbered property of the Debtor, if any, or the proceeds from any sale of any unencumbered property, and the proceeds from any sale of any unencumbered property shall be deposited into a separate unencumbered account and, absent further Court order, will not be subject to the Replacement Lien; d. The Replacement Lien will not apply to any reduction in cash value caused from the payment of an expense that is later surcharged against any creditor's collateral; e. Subject to the limiting conditions on the Replacement Lien, the Replacement Lien will be binding upon any subsequently appointed chapter 11 or chapter 7 trustee; f. The cash will be used to continue the Debtor's operations and therefore maintain the going concern value of the aggregate of any creditors' collateral; as such, the use of cash will be regulated by a pre-approved budget to assure that appropriate operating expenses are being paid and that no inappropriate expense is paid; g. Debtor intends to seek a provision in the final Cash Collateral Order providing a carve-out for approved estate professionals, including but not limited to the Debtor's counsel and the Subchapter V trustee. A copy of the motion is available at https://bit.ly/41FnWM1 from PacerMonitor.com. About Whitestone Brewery, LLC Whitestone Brewery, LLC is part of the beverage manufacturing industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10325) on May 5, 2023. In the petition signed by Ryan Anglen, owner, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Charlie Shelton, Esq., at Hayward PLLC, represents the Debtor as legal counsel. WWMAJ SYSTEMS: Case Summary & 19 Unsecured Creditors ---------------------------------------------------- Debtor: WWMAJ Systems LLC Young Systems LLC LRB Superstore 9250 Bond Street Overland Park, KS 66214 Business Description: LRB Superstore is an online retailer with experience in the beverage and grocery industries. Chapter 11 Petition Date: May 16, 2023 Court: United States Bankruptcy Court District of Kansas Case No.: 23-20536 Judge: Hon. Dale L. Somers Debtor's Counsel: Robert Baran, Esq. CONROY BARAN 1316 Saint Louis Avenue 2nd FL Kansas City MO 64101 Tel: 816-616-5009 Email: rbaran@conroybaran.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Will Young as CEO/President. A copy of the Debtor's list of 19 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2RJZRTA/WWMAJ_Systems_LLC__ksbke-23-20536__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2L237XQ/WWMAJ_Systems_LLC__ksbke-23-20536__0001.0.pdf?mcid=tGE4TAMA [*] Pittsburgh Sees 100 More Corporate Bankruptcy Filings in Q1 --------------------------------------------------------------- Patty Tascarella of Pittsburgh Business Times reports that for almost three years, many Pittsburgh area businesses averted bankruptcy despite predictions of an avalanche of pent-up filings. But during the first quarter of 2023, U.S. Bankruptcy Court for the Western District of Pennsylvania recorded 140 commercial filings. That's 100 more than during the comparable three months last 2022 when 40 were tallied. In fact, there were just 154 commercial bankruptcy filings in the region during full-year 2022. The data came from the Administrative Office of the U.S. Courts. More than half, or 75, of the local filings were Chapter 7 or liquidation. There were 56 filings under Chapter 11, which is reorganization. The remainder were chiefly applicable to sole practitioners. The western Pennsylvania Q1 results echo a national pattern. There were 5,733 commercial bankruptcy filings across the U.S. in Q1, up 19% from a year ago, according to the American Bankruptcy Institute, which used data provided by Epiq Bankruptcy. Amy Quakenboss, ABI executive director, said the increase demonstrates growing debt burdens "as inflationary prices have increased in tandem with the cost of borrowing." Christopher Smith Jr., managing partner at Pittsburgh-based Meyer Unkovic & Scott LLP and whose practice includes creditors rights and bankruptcy, suspects that bankruptcy filings are returning to their pre-Covid levels. "During the first quarter we have seen an increase in retail and construction bankruptcy filings compared to recent years," Smith said. "However, we have also seen a commitment to pre-bankruptcy workout efforts from creditors and debtors in all sectors." The question remains whether Q1 was a one-off or if increased filings will continue. It's hard to predict at this time, Smith said, because numerous factors are involved. A short list would include interest rates, inflation, supply chain, the labor market, access to capital, the lending environment and the possibility of recession. The April Consumer Price Index, released by the Bureau of Labor Statistics on Wednesday morning, revealed a 4.9% annual increase, which put inflation at its lowest level in two years. "Even though consumer spending was fairly strong at the start of the year, it has begun to slow in the first quarter and there is an expectation consumers will slow their spending — and be more likely to file for bankruptcy protection themselves — given the interest rate market, high consumer debt and the potential resumption of student loan payments later this year," said Kelly Neal, a shareholder in the bankruptcy and creditors' rights group at Buchanan Ingersoll & Rooney PC, Pittsburgh's third-largest law firm. "A slowdown in consumer spending will inevitably impact businesses locally and nationally. " Her firm saw an uptick in health care and hospitality filings, notably in food service, in early 2023. "Labor shortages have affected the health care industry in particular," Neal said. "For example, assisted living centers may not be able to operate at full capacity if they cannot maintain a full staff, which causes a lot of financial strain." It's no secret that everyone is watching commercial real estate this year, she added. Fallout from the pandemic on the office sector, combined with rising rates, low occupancy, and a significant volume of real estate loans scheduled to mature in 2023, will very likely result in challenges for property owners. "At this point I do not see anything coming down the pike that would reverse this trend in the upcoming year," Neal said. "By all accounts, we expect to see more insolvencies and restructurings as the year goes on compared to last year." She doesn't know what percentage of those will translate to bankruptcy filings. But her group expects it will be busier in the restructuring world in 2023. Neal is not alone in anticipating increased activity. "Bankruptcy filings should continue to increase through the year as financing options remain limited in the current economic climate," said Gregory Michaels, a shareholder of Pittsburgh-based Dickie, McCamey & Chilcote PC and co-chair of its creditors' rights and bankruptcy group. Dickie, McCamey saw an increase in filings across most industries in Q1, but it was most noticeable in those related to the construction, restaurant and consumer retail sectors. "The increase in bankruptcy filings tracks the current state of the economy as it moves towards a recession," Michaels said. "Costs for materials and raw goods have increased due to inflation and, at this point, businesses have burned through the Covid stimulus funding so there is no cushion to supplement revenue. With the Federal Reserve continuing to raise interest rates which directly impacts business lines of credit, interest expenses are increasing for businesses across industries." The Federal Open Market Committee approved a rate hike of 0.25% at its meeting on May 3, taking the federal funds rate to its highest point in almost 16 years, ranging from 5% to 5.25%. The next meeting is in June. "Those businesses squeezed by the downturn in revenue cannot afford to make their monthly interest payments on the lines of credit," Michaels continued. "Additionally, the availability of private capital for business has dramatically decreased, giving business few options to refinance existing debt." Michael Shiner, group head of the bankruptcy and creditors' rights department at Tucker Arensburg PC, said the activity is less by industry sector and more by the size of the businesses. "We're seeing more of the Subchapter V filings here in western Pennsylvania," he said. Congress amended Chapter 11 in 2020 to make it easier for small businesses to file and increased the debit limit for Subchapter V from $2.725 million to $7.5 million. "If you owed a couple million to your bank and a couple million to trade vendors or professionals, you were automatically ineligible for Subchapter V," Shiner explained. "Now that they've increased the limit, that covers a lot." Subchapter V filings were not broken out regionally — they are considered part of Chapter 11. National business bankruptcy numbers saw a 77% increase in Chapter 11 filings compared with Q1 2022, according to Epiq. Subchapter V filings rose 33%. But it is rising costs from increased inflation and higher interest rates that are driving small businesses to bankruptcy, Shiner believes. Many who built up inventory when supply chain issues emerged are stuck with the stockpiled items. "Things have slowed down and they lost the ability to turn that stuff back to cash," he said. "They're stuck with inventory and they’re short on cash." Money from the Paycheck Protection Program and the Employee Retention Tax Credit helped small businesses operate but the government isn't making new infusions. The last PPP loans — converted to grants and forgiven for most recipients — were awarded two years ago. "My impression is those cushions of cash … are, by and large, gone," Shiner said. And interest rates have been steadily rising since early 2022, so businesses are paying more. "It doesn't matter what your floating rate is set to," Shiner said. "All of these rates go up every time the Fed raises the federal funds rate." Signs of stress are starting to show up in the commercial real estate market, particularly in downtown areas, he said. "They're facing challenges in the changing ways everyone uses their office space," Shiner said. "As businesses come up on lease renewals, they're going to take less and less space because fewer of their employees are coming to the office every day. People who come in a couple days each week are going to start hoteling, they'll be assigned space, there won't be an office sitting empty the other three days when they're not there." Tucker Arensberg's offices are at 1 PPG Place in downtown Pittsburgh. Prepandemic, Shiner said, if you pulled into the complex's garage after 9 a.m., the spaces were gone so you handed the keys to a valet who’d park the car in the aisles. "Today, there's a big TV screen that shows how many spaces are available," Shiner said. "I got there late the other day. There were 280 available when I pulled in at 10 a.m. Some days, 400 are available." [] 7 Firms File for U.S. Bankruptcy in One Day as Credit Tightens ----------------------------------------------------------------- Libby Cherry of Bloomberg Law reports that media upstart Vice Media LLC and home security company Monitronics International Inc. were among at least seven firms filing for US Chapter 11 bankruptcy protection on May 15, 2023, as companies feel the crunch from a year of interest hikes. The wave of bankruptcies comes as companies struggle to re-negotiate burdensome debt-loads accumulated during the era of ultra-low interest rates. Others filing Chapter 11 petitions include KKR's Envision Healthcare Corp., British chemical producer Venator Materials Plc, oil producer Cox Operating LLC, Kidde-Fenwal Inc. and Athenex Inc. [^] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace ------------------------------------------------------------- Author: Warren E. Agin Publisher: Bowne Publishing Co. List price: $225.00 Review by Gail Owens Hoelscher Red Hat Inc. finds itself with a high of 151 5/8 and low of 20 over the last 12 months! Microstrategy Inc. has roller-coasted from a high of 333 to a low of 7 over the same period! Just when the IPO boom is imploding and high-technology companies are running out of cash, Warren Agin comes out with a guide to the legal issues of the cyberage. The word "cyberspace" did not appear in the Merriam-Webster Dictionary until 1986, defined as "the on-line world of computer networks." The word "Internet" showed up that year as well, as "an electronic communications network that connects computer networks and organizational computer facilities around the world." Cyberspace has been leading a kaleidoscopic parade ever since, with the legal profession striding smartly in rhythm. There is no definition for the word "cyberassets" in the current Merriam-Webster. Fortunately, Bankruptcy and Secured Lending in Cyberspace tells us what cyberassets are and lays out in meticulous detail how to address them, not only for troubled technology companies, but for all companies with websites and domain names. Cyberassets are primarily websites and domain names, but also include technology contracts and licenses. There are four types of assets embodied in a website: content, hardware, the Internet connection, and software. The website's content is its fundamental asset and may include databases, text, pictures, and video and sound clips. The value of a website depends largely on the traffic it generates. A domain name provides the mechanism to reach the information provided by a company on its website, or find the products or services the company is selling over the Internet. Examples are Amazon.com, bankrupt.com, and "swiggartagin.com." Determining the value of a domain name is comparable to valuing trademark rights. Domain names can come at a high price! Compaq Computer Corp. paid Alta Vista Technology Inc. more than $3 million for "Altavista.com" when it developed its AltaVista search engine. The subject matter covered in this book falls into three groups: the Internet's effect on the practice of bankruptcy law; the ways substantive bankruptcy law handles the impact of cyberspace on basic concepts and procedures; and issues related to cyberassets as secured lending collateral. The book includes point-by-point treatment of the effect of cyberassets on venue and jurisdiction in bankruptcy proceedings; electronic filing and access to official records and pleadings in bankruptcy cases; using the Internet for communications and noticing in bankruptcy cases; administration of bankruptcy estates with cyberassets; selling bankruptcy estate assets over the Internet; trading in bankruptcy claims over the Internet; and technology contracts and licenses under the bankruptcy codes. The chapters on secured lending detail technology escrow agreements for cyberassets; obtaining and perfecting security interests for cyberassets; enforcing rights against collateral for cyberassets; and bankruptcy concerns for the secured lender with regard to cyberassets. The book concludes with chapters on Y2K and bankruptcy; revisions in the Uniform Commercial Code in the electronic age; and a compendium of bankruptcy and secured lending resources on the Internet. The appendix consists of a comprehensive set of forms for cyberspace-related bankruptcy issues and cyberasset lending transactions. The forms include bankruptcy orders authorizing a domain name sale; forms for electronic filing of documents; bankruptcy motions related to domain names; and security agreements for Web sites. Bankruptcy and Secured Lending in Cyberspace is a well-written, succinct, and comprehensive reference for lending against cyberassets and treating cyberassets in bankruptcy cases. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2023. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***