/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230602.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, June 2, 2023, Vol. 27, No. 152 Headlines 1325 LLC: Court Approves $525K Sale of Opa Locka Property to Bryant 19378 LEMMER: Seeks Approval to Hire GA Appraisal 20205WY-01 LLC: Seeks Approval of Disclosure Statement 227 FAIRVIEW: Unsecureds Owed $9,800 to Recover 100% in Sale Plan 689 ST. MARKS: Secured Creditor Submits Sale-Based Plan 723 QUINCY: Taps Law Offices of Michael A. King as Counsel 78-80 ST MARK'S: Trustee's Sale of New York Property for $8.6M OK'd 8233 ROXBURY: Court Disapproves Amended Disclosure Statement 824 NORTH DIXIE: Taps Keyes Company as Real Estate Broker 93 THREE MILE: Case Summary & Two Unsecured Creditors ADAMIS PHARMACEUTICALS: Closes Merger With DMK Pharmaceuticals AGSPRING LLC: Case Summary & Largest Unsecured Creditors AINOS INC: Appoints Amanda Sung as New Chief Financial Officer ALL WAYS CONCRETE: Amends Union & Funds Agreed Unsecured Claims ALLDRIN ORCHARDS: Files Bare-Bones Chapter 11 Petition AMT TOPCO: S&P Lowers ICR to 'CCC+' on Business Underperformance ASCENT RESOURCES: S&P Alters Outlook to Positive, Affirms 'B+' ICR AULT ALLIANCE: Incurs $48.8 Million Net Loss in First Quarter AUTUMN CAB: Continued Operations to Fund Plan Payments AYALA PHARMACEUTICALS: Posts $7.4 Million Net Loss in First Quarter BELLAIRE IN SPRING: $7.75M Sale of Spring Property to Capstone OK'd BELTWAY PLAZA: Court OKs Cash Collateral Access Thru June 30 BEN-BELLA TRANS: Continued Operations to Fund Plan Payments BIGHORN RESTAURANTS: Sets July 18 Auction for Assets BIO365 LLC: Taps Silicon Valley Disposition as Auctioneer BIOLASE INC: Closes $4.5 Million Underwritten Public Offering BISON LAND: Taps Law Offices of Craig M. Geno as Bankruptcy Counsel BLUE RIBBON: Moody's Affirms 'B3' CFR & Alters Outlook to Negative BROOKWOOD VILLAGE: Taps Sternberg Naccari & White as Counsel BUILDERS DIRECT: Taps Spector & Cox as Legal Counsel CAREERBUILDER LLC: S&P Upgrades ICR to 'CCC-', Outlook Negative CHG PPC: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable CINEWORLD GROUP: Expects to Exit Chapter 11 Bankruptcy by July CLEAN ENERGY: Incurs $1 Million Net Loss in First Quarter CLUBHOUSE MEDIA: Further Reduces Company Debt by $78K CONNECTED FERTILITY: Taps Moon Wright & Houston as Counsel DAVID'S BRIDAL: Sets Store Closure Dates, Cuts 147 Wisconsin Jobs DESOLATION HOLDINGS: Seeks to Hire Berkeley Research, Appoint CROs DESTINED PROPERTIES: Voluntary Chapter 11 Case Summary DIANE MARIE BAGGERLY: Court Sets Trial on Crystal River Asset Sale DIEBOLD NIXDORF: Case Summary & 30 Largest Unsecured Creditors DIEBOLD NIXDORF: S&P Downgrades ICR to 'CC', Outlook Negative DIGIPATH INC: Incurs $67,498 Net Loss in Second Quarter DLOUX PROPERTIES: Taps West & West as Legal Counsel EAGLE MECHANICAL: $15.6K Sale of Personal Property to Saxton Okayed ELIZABETH JANE: Court OKs Cash Collateral Access Thru July 31 ENTEC SERVICES: Taps Law Offices of Craig M. Geno as Counsel ENVISION HEALTHCARE: U.S. Trustee Appoints Creditors' Committee ENVISTACOM LLC: U.S. Trustee Appoints Creditors' Committee ESCO LTD: Deadline to File Claims Slated for June 30 ETHEMA HEALTH: Posts $176K Consolidated Net Loss in First Quarter EVERGLADES CITY: Taps Dal Lago Law as Bankruptcy Counsel EVOKE PHARMA: Receives Noncompliance Notice From Nasdaq FARRAGUT HEALTH: Court Allows Sale of Knoxville Property to CTR FULL CYCLE: Public Sale Auction Set for June 21 GACE CONSULTING: Samuel Dawidowicz Named Subchapter V Trustee GALAXY NEXT: Incurs $1.5 Million Net Loss in Third Quarter GENESIS CARE: Case Summary & 30 Largest Unsecured Creditors GENESIS CARE: Files Chapter 11 to Facilitate Restructuring GEX MANAGEMENT: Incurs $10K Net Loss in First Quarter GLOBAL NET: Moody's Withdraws 'Ba2' Corporate Family Rating GM NORTH POINT: Taps Rountree Leitman Klein & Geer as Legal Counsel GOLDIE FILMS: Case Summary & 30 Largest Unsecured Creditors GPD COS: S&P Alters Outlook to Negative, Affirms 'B-' ICR GRACE YOUTH: William Krieger Named Subchapter V Trustee H&E EQUIPMENT: Moody's Ups CFR to Ba3, Outlook Stable HOUSTON HOME: Sale of Katy Property to Adams, Free of Liens, OK'd IAMGOLD CORP: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR IAZ LAND: Proposed Sale of Substantially All Assets Withdrawn INCORA: Files Voluntary Chapter 11 Bankruptcy Petition JET OILFIELD: Unsecureds Owed $10K+ to Get 100% with Interest K & H AUTOMOTIVE: Armistead Long Named Subchapter V Trustee K & H AUTOMOTIVE: Taps Sternberg Naccari & White as Counsel KJ TRADE: Continued Operations to Fund Plan Payments KTS SOLUTIONS: Court OKs Final Cash Collateral Access LARRY BARBER: Unsecureds to Split $75K in Subchapter V Plan LIFEPOINT HEALTH: Moody's Cuts CFR to B3 & Alters Outlook to Stable LINCOLN POWER: June 14 Claims Filing Deadline Set LTL MANAGEMENT: 2 State AGs Join Objections to Chapter 11 Case LYM DEVELOPMENT: Leona Mogavero Named Subchapter V Trustee LYM DEVELOPMENT: Taps Gellert Scali Busenkell & Brown as Counsel MADERA COMMUNITY: Taps JWT & Associates as Accountant MATCON CONSTRUCTION: July 18 Plan Confirmation Hearing Set MDWERKS INC: Delays Filing of March 31 Form 10-Q MDWERKS INC: To File Amended Form 10-K for 2022 MERCURITY FINTECH: Co-Founds "Fresh First" Food Delivery Service MERIDIAN INVENTORY: Unsecured Creditors to Split $382K in 5 Years METAL CHECK: Taps Christopher A. Wood & Associates as Counsel MICHAEL LOWE: $122K Sale of Vacant Lot in Payson to Hoff Approved MKS REAL ESTATE: Unsecureds Will Get 100% of Claims in Plan MLCJR LLC: American Panther Named to Creditors' Committee NAKED RIVER: Unsecureds to Get Share of Income for 5 Years NEUBERT CONSTRUCTION: Unsecureds Owed $958K to Get Share of Income NEW HOME: S&P Assigns 'B-' Rating on New Senior Unsecured Notes NEWCO LLC: U.S. Trustee Unable to Appoint Committee NEWTON CONSTRUCTION: Updates Unsecured Claims Pay Details NORTHWOODS PETS: Taps Steinhilber Swanson as Legal Counsel OFFSHORE SPARS: Seeks Chapter 11 Bankruptcy Protection OLAPLEX INC: Moody's Cuts CFR to B2, Outlook Negative ONENERGY INC: Files Proposal Under BIA to Settle Liabilities OPERAND PHARMACEUTICALS: Voluntary Chapter 11 Case Summary ORIGINCLEAR INC: Incurs $2.2 Million Net Loss in First Quarter OUTLOOK THERAPEUTICS: Posts $6.7 Million Net Loss in Second Quarter OUTLOOK THERAPEUTICS: Signs Deal to Sell $100M Worth of Shares PARKWAY GENERATION: S&P Lowers Senior Secured Debt Rating to 'B+' PAXE LATITUDE: Unsecureds Will Get 100% of Claims in Plan PEACE EQUIPMENT: Enters Chapter 11 Bankruptcy Protection PETROLIA ENERGY: Posts $531K Net Loss in First Quarter PHOTIZO LLC: Taps Hester Baker Krebs as Legal Counsel PLASTIQ INC: June 2 Deadline Set for Panel Questionnaires PLYWEALTH INVESTMENT: Taps E. Vincent Wood as Counsel PRESCOTT BREWING: $121K Sale of Liquor License to Pierce Approved PROFESSIONAL CHARTER: Gets OK to Hire Meyer Law Group as Counsel Q BIOMED: Incurs $2.1 Million Net Loss in FY Ended Nov. 30 QUALTEK SERVICES: Receives Nasdaq Delisting Notice R&G DEVELOPMENT: Taps Bush Kornfeld as Bankruptcy Counsel RIVERBED TECH: Davis Polk Advises Lenders on Vector Acquisition RV DOCTOR: Taps McGuire Law & Title as Special Counsel SABRE CORP: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable SILVER CREEK: Committee Taps Tucker Ellis as Legal Counsel SILVER CREEK: Selling Substantially All Assets for $13 Million STARRY GROUP: Advised by Latham & Watkins on Confirmed Plan STRUCTURLAM MASS: Mercer Obtains Court Approval to Acquire Assets TEGNA INC: Moody's Confirms 'Ba3' CFR & Alters Outlook to Stable TEGNA INC: S&P Upgrades ICR to 'BB+', Off CreditWatch Negative TELESAT CANADA: S&P Upgrades ICR to 'CCC+', Outlook Negative TENNISWOOD INC: Jodi Daniel Dubose Named Subchapter V Trustee TRIPLE B INVESTMENTS: $1.6M Sale of Dunedin Property to Spicer OK'd UNIQUE FREIGHT: Taps Kingcade, LSS Law as Bankruptcy Counsels VIRGIN ORBIT: Committee Taps Hogan Lovells US as Bankruptcy Counsel VIRGIN ORBIT: Committee Taps Potter as Delaware Counsel VIRGIN ORBIT: Committee Taps Province LLC as Financial Advisor WATSON/ALTERNATIVE WEALTH: Files for Chapter 11, Faces Dismissal WESCO AIRCRAFT: Case Summary & 30 Largest Unsecured Creditors WEST NOTTINGHAM: Case Summary & 20 Largest Unsecured Creditors WESTERN URANIUM: Board Adopts Shareholder Rights Plan WISCONSIN REINSURANCE: Regulators File Petition for Rehabilitation [^] BOOK REVIEW: Oil Business in Latin America: The Early Years ********* 1325 LLC: Court Approves $525K Sale of Opa Locka Property to Bryant ------------------------------------------------------------------- Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida authorized 1325, LLC's sale of the real property located at 1325 Sesame St., in Opa Locka, Florida 33054, to Dura D. Bryant for $525,000. The Debtor will immediately proceed to close on the sale of the Property. It is authorized to take any and all actions necessary or appropriate to implement the sale of the Property through closing. The Property is to be sold free and clear of any liens, claim, or encumbrances, will all such liens, claims, or encumbrances to attach to the sale proceeds. The proceeds (including the amount of the deposit) will be distributed at closing to pay (a) the ordinary, standard, and reasonable closing costs owed by the Debtor as the seller, including title insurance, (b) the holder of first mortgage of record Caribean View Properties, Inc. and City of Opa Locka lien, Miami Dade County lien and Miami Dade County Tax Collector taxes will be paid, and any other encumbrances required by the title company to be paid at closing, and The remainder of all sale proceeds will be deposited in the DIP account or paid to Joel M. Aresty P.A. Trust Account. The 14 day waiting period of Bankruptcy Rule 6004(h) is waived. About 1325 LLC 1325, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-10031) on Jan. 4, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Robert A Mark presides over the case. Joel M. Aresty, Esq., at Joel M. Aresty, P.A. is the Debtor's legal counsel. 19378 LEMMER: Seeks Approval to Hire GA Appraisal ------------------------------------------------- 19378 Lemmer Dr., LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ GA Appraisal, Inc. The firm will testify in support of the appraisal report, which is the basis of the Debtor's motion to value its real property located at 19378 Lemmer Drive, Los Angeles, Calif. The firm will be paid a flat fee of $1,000. Glen Kangas, a partner at GA Appraisals, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Glen Kangas GA Appraisals Inc. 244 N Myrtle Ave Monrovia, CA 91016 Tel: (626) 264-4345 Email: gaappraisalsinc@gmail.com About 19378 Lemmer Dr. 19378 Lemmer Dr. LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). 19378 Lemmer Dr. filed its voluntary petition of relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-12053) on April 5, 2023, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Daniel Drake, managing member of 19378 Lemmer Dr., signed the petition. Judge Sheri Bluebond presides over the case. Matthew D. Resnik, Esq. at RHM LAW, LLP represents the Debtor as counsel. 20205WY-01 LLC: Seeks Approval of Disclosure Statement ------------------------------------------------------ 20205WY-01, LLC, filed a motion for an order approving the Debtor's Disclosure Statement Describing Chapter 11 Plan of Liquidation Dated May 19, 2023. A hearing on the Motion is scheduled for July 12, 2023, at 10:30 AM in/via Oakland Room 220 - Lafferty. The last day to oppose disclosure statement is July 5, 2023. On May 22, 2023, the Debtor filed its Disclosure Statement and Plan. The Debtor asserts that the Disclosure Statement contains "adequate information" as that term is defined in Sec. 1125. Attorneys for the Debtor: David M. Goodrich, Esq. Beth E. Gaschen, Esq. GOLDEN GOODRICH LLP 650 Town Center Drive, Suite 600 Costa Mesa, CA 92626 Tel: (714) 966-1000 Fax: (714) 966-1002 E-mail: dgoodrich@go2.law bgaschen@go2.law About 20205WY-01, LLC 20205WY-01, LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns in fee simple title a property located at 743 Hilldale Avenue Berkeley, California valued at $1.6 million. 20205WY-01, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-40185) on Feb. 20, 2023. The petition was signed by Victoria Haas as member. At the time of filing, the Debtor estimated $1,600,065 in assets and $1,103,433 in liabilities. David M. Goodrich, Esq., at GOLDEN GOODRICH LLP, represents the Debtor. 227 FAIRVIEW: Unsecureds Owed $9,800 to Recover 100% in Sale Plan ----------------------------------------------------------------- 227 Fairview, LLC, submitted a Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code describing the Chapter 11 Plan. The Debtor is Limited Liability Company formed for the purpose of owning real property. Its sole asset is a two family, residential property located at 227 7th Street, Fairview (Bergen County), New Jersey 07022 (the "Property") and having a value of $550,000. Under the Plan, Class 3 General Unsecured Claim of AT Design Consulting, in the amount of $9,800, is impaired. The Debtor will pay AT Design Consulting a dividend equal to 100% of its Allowed Claim, i.e., $9,800, upon the sale of the Property. The funds needed to fulfill the Debtor's obligations under the Plan will be derived from capital contributions from Vano Haroutunian. Mr. Haroutunian will make contributions upon the Effective Date as follows: (i) $17,000 into the DIP Operating Account for the purpose of funding structural renovations to the Property as necessary to permit the Debtor to obtain a Certificate of Occupancy from Fairview Township and sell the Property; and (ii) $10,000 into the attorney trust account of McNallyLaw, LLC, Debtor's counsel, to be applied against Court approved legal fees and expenses. Attorneys for 227 Fairview, LLC: Stephen McNally, Esq. 93 Main Street Newton, NJ 07860 Tel: (973) 300-4260 E-mail: steve@mcnallylawllc.com A copy of the Disclosure Statement dated May 24, 2023, is available at bit.ly/3BYA28G from PacerMonitor.com. About 227 Fairview 227 Fairview LLC owns a two-family, residential property located at 227 7th Street, Fairview (Bergen County), New Jersey 07022 and having a value of $550,000. The Debtor suffered from financial difficulty because the Debtor's rental income declined due to extensive repairs required to be undertaken at the Property. In November 2015, Debtor's primary creditor Specialized Loan Servicing, LLC (as agent for Wilmington Savings) commenced a foreclosure action in the Bergen County Superior Court. SLS obtained final judgment in the amount of $403,122 on July 5, 2022 and a sheriff sale was scheduled. To stop foreclosure, 227 Fairview LLC sought Chapter 11 protection (Bankr. D.N.J. Case No. 22-19722) on Dec. 9, 2022. Stephen B. McNally, at McNALLYLAW, LLC, is the Debtor's counsel. 689 ST. MARKS: Secured Creditor Submits Sale-Based Plan ------------------------------------------------------- NPL Fund's LLC submitted a Second Amended Plan of Liquidation for debtor 689 St. Marks Avenue Inc. The Plan contemplates an auction for the Debtor's real property and improvements commonly known as 689 St. Marks Avenue a/k/a 670-680 Nostrand Avenue, Brooklyn, NY 11216 (Block 1219, Lot 44). The Broker shall conduct the Auction of the Property and the Property Causes of Action in accordance with the Bid Procedures. Thereafter, the Proponent shall consummate the sale of the Property and the Property Causes of Action to the Successful Bidder. The Bid Procedures shall provide that the Proponent (or its nominee, affiliate or designee) may make a credit bid up to the full allowed amount of the NPL Claim, though it is under no obligation to do so. Under the Plan, holders of Class 5 General Unsecured Claims will receive on account of such claim a pro rata distribution of Available Cash after all payments to Class 1 Claims, the Class 2 Claim, the Class 3 Claim, and the Class 4 Claims, Statutory Fees and Administrative Claims, with simple interest at the Federal Judgment Rate per annum from the Petition Date, with principal being paid in full prior to any payments being made on account of such interest; provided, however, that if the Proponent is the Successful Bidder based on a credit bid, the Proponent will provide a distribution of $2,328.75 to holders of Claims in Class 5 other than the NPL Fund Unsecured Claim, the Proponent agreeing to waive the right to receive any distribution from such $2,328.75 as a member of this Class. Class 5 is impaired. In the event that the Available Cash on the Effective Date is insufficient to fund the Plan distributions required to be made on the Effective Date fully: (a) any shortfall will be funded by the Proponent on or before the Effective Date, with any such shortfall funding constituting an Administrative Claim against the Debtor's Estate payable from Available Cash after the Effective Date (such shortfall shall be funded either (1) by reducing the distribution to be made on the Class 2 Claim or (2) through Cash provided by the Proponent); or (b) subject to section 11.5 of the Plan, the Proponent will withdraw their request for Confirmation of the Plan. Attorneys for NPL Fund LLC: Jerold C. Feuerstein, Esq. Daniel N. Zinman, Esq. Stuart L. Kossar, Esq. KRISS & FEUERSTEIN LLP 360 Lexington Avenue, Suite 1200 New York, NY 10017 Tel: (212) 661-2900 A copy of the Disclosure Statement dated May 24, 2023, is available at bit.ly/3WxlDK3 from PacerMonitor.com. About 689 St. Marks Avenue 689 St. Marks Avenue, Inc., owner of a 9-unit commercial building in Brooklyn, N.Y., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-40043) on Jan. 12, 2022. At the time of the filing, the Debtor listed as much as $10 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. Moshe Kalman Silver, Esq., is the Debtor's bankruptcy attorney. 723 QUINCY: Taps Law Offices of Michael A. King as Counsel ---------------------------------------------------------- 723 Quincy Street, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Offices of Michael A. King, P.C. to handle its Chapter 11 case. The hourly rates charged by the firm for its services range from $150 to $350. In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. The firm received from the Debtor an initial retainer of $6,000. Michael King, Esq., a partner at the Law Offices of Michael A. King, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael A. King, Esq. Law Offices of Michael A. King, P.C. 41 Schermerhorn Street, #228 Brooklyn, NY 11201 Tel.: (646) 824-9710 Email: Romeo1860@aol.com About 723 Quincy Street 723 Quincy Street, LLC is the fee simple owner of a property located at 723 Quincy St., valued at $1.62 million. The company 723 Quincy Street LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41117) on March 31, 2023. In the petition filed by its managing member, Wilma Cayson, the Debtor reported total assets of $1,615,200 and total liabilities of $987,000. Judge Nancy Hershey Lord oversees the case. The Law Offices of Michael A. King, P.C. is the Debtor's bankruptcy counsel. 78-80 ST MARK'S: Trustee's Sale of New York Property for $8.6M OK'd ------------------------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York confirmed the sale proposed by Marianne T. O'Toole, Esq., Chapter 11 trustee for 78-80 St Mark's Place, LLC, of the real property and improvements located at 78-80 St. Marks Place, in New York City, New York 10003, to 78SMP10003 LLC for $8.6 million. 78SMP10003 will be solely responsible to pay the Trustee's co-brokers, Maltz Auctions and CWK the sum of $348,000 (i.e., 4% of 78SMP10003's successful bid for the Property), the sum of the amount bid at the Sale. For avoidance of doubt, notwithstanding this, 78SMP10003 must pay the entire Purchase Price (less the Deposit paid) to the Trustee at the Closing. 78SMP10003 must pay the balance of the Purchase Price to the Trustee, by wire transfer at the closing of title to the Property. It must close title to the Property by 5:00 p.m. on June 12, 2023, time being of the essence as to 78SMP10003, although such date may be extended solely by the Trustee. The Closing will take place on or before the Closing Date at the offices of the attorneys for the Trustee, LaMonica Herbst & Maniscalco LLP, 3305 Jerusalem Avenue, Wantagh, New York 11793 or by mail, as elected by the Trustee. Real estate taxes, water and sewer charges will be apportioned as of 12:00 a.m. on the Closing Date. There will be no other apportionments pertaining to the Property. 78SMP10003 will pay, on the Closing Date, any and all city, county, state or other transfer taxes incurred by or in connection with the transfer of the Property. The sale is free and clear of any and all Interests, with such Interests, if any, to attach to the proceeds of sale. If 78SMP10003 closes on the sale of Property at any time on or after the entry of the Order, the parties will be entitled to the protection of section 363(m) of the Bankruptcy Code on appeal. If 78SMP10003 fails to close on the sale of the Property in accordance with the Order, the Trustee is authorized to sell the Property to Mark O'Brien (or a wholly-owned limited liability company to be formed by him), and the relief granted herein will apply to Mark O’Brien. Nothing in the Order will modify or affect: (i) the Stipulation Pursuant To Bankruptcy Rule 9019 And Sections 105, 362, 363, 364 And 502 Of The Bankruptcy Code, (I) Settling And Allowing The Claim Of St. Mark’s Mixed Use LLC; (II) Determining That St. Mark's Mixed Use LLC Has A Valid First Priority Lien On The Debtor’s Property; (III) Providing For Use Of Cash Collateral; (IV) Providing For Advances To Be Made By St. Marks Mixed Use LLC; (V) Providing For A Carve-Out From The Liens Of St. Marks Mixed Use LLC In Connection With The Sale Of The Real Property Located At 78-80 St. Marks Place, New York, New York 10003; And (VI) Granting Related Relief ("Trustee/Lender Stipulation"); (ii) the Order of the Court dated Jan. 26, 2023 approving the Trustee/Lender Stipulation; or (iii) the Trustee's or Lender's rights under the Trustee/Lender Stipulation. About 78-80 St Mark's Place 78-80 St Mark's Place, LLC filed a petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-12139) on Dec. 29, 2021, listing $15,012,427 in assets and $8,128,713 in liabilities. Lawrence V. Otway, sole member, signed the petition. Judge Martin Glenn oversees the case. The Debtor tapped Andrew R. Gottesman, Esq., at Mintz & Gold, LLP, as legal counsel. 8233 ROXBURY: Court Disapproves Amended Disclosure Statement ------------------------------------------------------------ Judge Julia W. Brand has entered an order denying approval to the Second Amended Disclosure Statement of 8233 Roxbury LLC. 8233 Roxbury, LLC, submitted a Second Amended Disclosure Statement describing Chapter 11 Plan of Reorganization dated May 11, 2023. According to the Disclosure Statement, the Plan is a combination of both a liquidating and reorganizing plan. The Debtor seeks to pay all Holders of Claims in full through the Plan by using funds received from the sale of its real property. The funds from the sale will be distributed on the Effective Date. A full-text copy of the Second Amended Disclosure Statement dated May 11, 2023 is available at https://bit.ly/3IjLVJJ from PacerMonitor.com at no charge. The hearing on the approval of the Debtor's Second Amended Disclosure Statement came for a hearing on May 17, 2023 at 10:00 a.m. Appearances were made as stated on the record. For the reasons as stated on the record, the Court ordered that the Second Amended Disclosure Statement is not approved. Attorneys for the Debtor and DIP 8233 Roxbury LLC: Stella Havkin, Esq. HAVKIN & SHRAGO ATTORNEYS AT LAW. 5950 Canoga Avenue, Suite 400 Woodland Hills, CA 91367 Telephone: (818) 999-1568 Facsimile: (818) 293-2414 E-mail: stella@havkinandshrago.com About 8233 Roxbury 8233 Roxbury LLC was formed for the purposes of owning, renting and borrowing against a property located in a desirable part of Los Angeles County near the Sunset Strip, West Hollywood and the historic Chateau Marmont, a prime location for tourists and visitors to Los Angeles. It is also the former residence of famous singer Barry Manilow. 8233 Roxbury filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14444), with between $1 million and $10 million in both assets and liabilities. Gregory Kent Jones has been appointed as Subchapter V trustee. Judge Julia W. Brand oversees the case. Stella Havkin, Esq., at Havkin & Shrago, Attorneys at Law, is the Debtor's counsel. 824 NORTH DIXIE: Taps Keyes Company as Real Estate Broker --------------------------------------------------------- 824 North Dixie, Inc. and 826 North Dixie, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ The Keyes Company as real estate broker. The Debtors require a broker to market and lease a property located at 824-826 North Dixie Highway, Hollywood, Fla. The firm will be paid a commission of 5 percent for a lease executed during the term of its listing agreement with the Debtors. As disclosed in court filings, The Keyes Company is a "disinterested person" pursunt to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jimmy Alor The Keyes Company 4700 Sheridan Street, Suite P Hollywood, FL 33021 Tel: (954) 893-1322 About 824 North Dixie 824 North Dixie, Inc. and 826 North Dixie, Inc. filed Chapter 11 bankruptcy petitions (Bankr. S.D. Fla. Lead Case No. 23-12439) on March 30, 2023. At the time of the filing, the Debtors reported as much as $1 million in both assets and liabilities. Judge Scott M. Grossman oversees the cases. The Debtors are represented by the Law Offices of Scott Alan Orth, P.A. 93 THREE MILE: Case Summary & Two Unsecured Creditors ----------------------------------------------------- Debtor: 93 Three Mile Harbor LLC 24 Wisteria Drive Remsenburg, NY 11960 Business Description: The Debtor is engaged in activities related to real estate. The Debtor owns a property located at 93 Three Mile Harbor Road, East Hampton, New York, valued at $630,000. Chapter 11 Petition Date: May 31, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-71954 Judge: Hon. Robert E. Grossman Debtor's Counsel: Mark E. Cohen, Esq. PRYOR & MANDELUP, LLP 675 Old Country Road Westbury, NY 11590 Tel: 516-997-0999 Fax: 516-333-7333 Email: mec@pryormandelup.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael O'Sullivan as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/73A4HOA/93_Three_Mile_Harbor_LLC__nyebke-23-71954__0001.0.pdf?mcid=tGE4TAMA ADAMIS PHARMACEUTICALS: Closes Merger With DMK Pharmaceuticals -------------------------------------------------------------- Adamis Pharmaceuticals Corporation announced the closing of its merger with DMK Pharmaceuticals Corporation. The combined, publicly traded company will focus its efforts on increasing sales of Adamis' commercial products and advancing DMK's lead clinical stage compound, DPI-125, which is being studied as a potential novel treatment for opioid use disorder (OUD). The common stock of Adamis will continue to trade on the Nasdaq Capital Market under the ticker symbol "ADMP". At the close of the merger, Ebrahim Versi, CEO of DMK, was named CEO of Adamis and Chairman of the Board of Directors. Dr. Versi stated, "We are very excited about this merger, as I believe that the combined company will make a significant contribution to saving and improving the lives of people suffering from opioid use disorder. Too many lives are cut far too short and families are devastated by this disease and we need to act urgently to reverse this epidemic. ZIMHI, I believe, is the most effective naloxone medicine to reverse fentanyl overdoses and my goal will be to make this our flagship product and to build on that with our novel first-in-class compound, DPI-125. Not only does it have the potential to treat patients with opioid use disorder but also, I believe, to prevent it when used as a potent analgesic, thus obviating the need for use of opiates. The global opioid market in 2021 was reported as being greater than $22 billion. Given the differentiated profiles of these agents, along with our large portfolio of novel compounds, I see a bright future for the company." Preceding the closing of the merger, on May 22, 2023, Adamis effected a 1-for-70 reverse stock split of all of its issued and outstanding shares of common stock. All outstanding options, restricted stock unit awards, and warrants were proportionately adjusted, pursuant to their respective terms. Pursuant to the terms of the merger transaction, Adamis issued shares of common stock and Series E Convertible Preferred Stock to the former shareholders of DMK. Upon completion of the merger, taking into consideration the reverse stock split, Adamis has approximately 2,662,632 shares of common stock outstanding, excluding options, RSUs, warrants and convertible securities. Management and Organization In connection with the merger, Dr. Versi assumed the role of CEO and Chairman of the Board, and David J. Marguglio, previously chief executive officer of Adamis, will assume the role of president and chief operating officer of the combined company. Dr. Versi and DMK board member Jannine Versi, have been appointed to the Board and join the pre-merger Adamis directors Howard C. Birndorf, Meera J. Desai, PhD, and Vickie Reed as the new Board of the combined company. Adamis Chairman, Richard C. Williams, and Mr. Marguglio resigned their prior director roles in connection with the closing of the merger. About Adamis Pharmaceuticals Adamis Pharmaceuticals Corporation (NASDAQ: ADMP) -- http://www.adamispharmaceuticals.com-- is a specialty biopharmaceutical company primarily focused on developing and commercializing products in various therapeutic areas, including allergy, opioid overdose, respiratory and inflammatory disease. Adamis reported a net loss applicable to common stock of $26.48 million for the year ended Dec. 31, 2022, compared to a net loss applicable to common stock of $45.83 million for the year ended Dec. 31, 2021. San Diego, California-based BDO USA, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 16, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. AGSPRING LLC: Case Summary & Largest Unsecured Creditors -------------------------------------------------------- Lead Debtor: Agspring, LLC 5101 College Boulevard Leawood KS 66211 Business Description: The Debtors provide warehousing and storage services. Chapter 11 Petition Date: May 31, 2023 Court: United States Bankruptcy Court District of Delaware Six affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Agspring, LLC 23-10699 Agspring Idaho 1, LLC 23-10700 Agspring Idaho 2, LLC 23-10702 Agspring Idaho, LLC 23-10703 FO-ND, LLC 23-10704 Agspring Logistics, LLC 23-10705 Debtors' Counsel: Laura David Jones, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington DE 19801 Tel: (302) 652-4100 Email: ljones@pszjlaw.com - and - DENTONS US LLP Agspring, LLC's Estimated Assets: $1 million to $10 million Agspring, LLC's Estimated Liabilities: $50 million to $100 million Agspring Idaho 1's Estimated Assets: $100,000 to $500,000 Agspring Idaho 1's Estimated Liabilities: $0 to $50,000 FO-ND, LLC's Estimated Assets: $0 to $50,000 FO-ND, LLC's Estimated Liabilities: $50 million to $100 million Agspring Logistics' Estimated Assets: $0 to $50,000 Agspring Logistics's Estimated Liabilities: $50 million to $100 million The petitions were signed by Kyle Sturgeon as chief restructuring officer. Full-text copies of four of the Debtors' petitions containing, among other items, lists of the Debtors' largest unsecured creditors are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IVXU6OQ/Agspring_LLC__debke-23-10699__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/I75IONY/Agspring_Idaho_1_LLC__debke-23-10700__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/CFIF55Y/FO-ND_LLC__debke-23-10704__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/CPW2QAA/Agspring_Logistics_LLC__debke-23-10705__0001.0.pdf?mcid=tGE4TAMA AINOS INC: Appoints Amanda Sung as New Chief Financial Officer -------------------------------------------------------------- Ainos, Inc. announced the appointment of Ms. Meng-Lin (Amanda) Sung to the position of chief financial officer, effective May 17, 2023. Ms. Sung will succeed Ms. Hui-Lan (Celia) Wu, who is retiring from her position as chief financial officer and will transition into an external consulting role. Chun-Hsien Tsai, Ainos' Chairman of the Board, president, and chief executive officer, commented, "I am thrilled to welcome Ms. Sung to our company in the role of Chief Financial Officer. Ms. Sung's wealth of accounting experience, extensive familiarity with auditing healthcare and life science companies, and unwavering professionalism make her an invaluable addition to our management team. On behalf of everyone at Ainos, I also want to thank Ms. Wu for her hard work and dedication during a truly transformative period of our company's history. We are incredibly grateful for her contributions to our team, and look forward to continuing working with her in her new capacity as a consultant." Ms. Sung comes to Ainos after serving as vice president of Finance at Sercomm Corporation since late 2021. Prior to joining Sercomm, Ms. Sung held roles at three of the big four accounting firms -- PricewaterhouseCoopers, Ernst & Young, and Deloitte -- conducting audits and advising public companies on U.S. GAAP/IFRS and SEC reporting and listing regulations. Ms. Sung has extensive experience guiding publicly-traded healthcare and life science companies through the initial public offering and auditing processes, having previously worked with companies based in the USA and mainland China. The Compensation Committee of the Board of Directors and the Board of Directors of the Company approved a basic monthly salary of NT $230,000 (New Taiwan Dollars) and $2,400 NT meal allowance. Ms. Sung was granted certain incentive compensation including a year-end bonus equal to two months of Ms. Sung's base monthly salary, a variable reward target of 10% to 100% of the annual salary based on the Company achieving operations and profitability targets and Ms. Sung's work performance. About Ainos Ainos, Inc. (www.ainos.com), formerly known as Amarillo Biosciences, Inc., is a diversified healthcare company engaged in the research and development and sales and marketing of pharmaceutical and biotech products. The Company is engaged in developing medical technologies for point-of-care testing and safe and novel medical treatment for a broad range of disease indications. The Company is a Texas corporation incorporated in 1984. Ainos reported a net loss of $14.01 million for the year ended Dec. 31, 2022, compared to a net loss of $3.89 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $37.11 million in total assets, $2.48 million in total liabilities, and $34.63 million in total stockholders' equity. Houston, Texas-based PWR CPA, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. ALL WAYS CONCRETE: Amends Union & Funds Agreed Unsecured Claims --------------------------------------------------------------- All Ways Concrete Pumping, LLC, submitted an Amended Plan of Reorganization for Small Business under Subchapter V dated May 22, 2023. The Plan under Chapter 11, subchapter V, of the Bankruptcy Code proposes to pay all creditors of the Debtor in full from current capital and future, disposable income and/or certain exit financing loans from Five Star Bank and/or other lender. Equity interests shall remain in place throughout the life of the Plan. The length of the Plan is three years or such shorter time as when all payments to be made under the Plan are completed. Like in the prior iteration of the Plan, allowed general unsecured claims in Class 2A shall be paid in full, without interest, within 20 days of the Effective Date. Class 2B consists of the Agreed Unsecured Claim of the Union and Funds. The Union and Funds shall collectively receive a lump sum payment of $1,500,000 within 20 days of the Effective Date of the Plan. The payment of $1,500,000 shall be paid via check made out to Blitman & King, LLP, as counsel for the Union and Funds, and shall be distributed to the Union and Funds by Jennifer A. Clark of Blitman & King LLP. The Debtor and the Union and Funds have a reached a settlement with respect to the Union and Funds' claim against the Debtor in the amount of $1,500,000.00, which consists of any and all amounts due to the Union and Funds under the Highway Agreement and Building Agreement and all related trusts or other arrangements, including but not limited to, fringe benefit contributions and deductions, prepetition interest, withdrawal liability amounts, liquidated damages, collection costs, audit fees, and attorneys' fees and costs (the "Union and Funds Unsecured Claim"). Class 2.B and the Debtor's Mutual Release Pursuant to Bankruptcy Code Section 1123(b), as of the Effective Date, for good and valuable consideration, the adequacy of which is confirmed, the Union, the Funds, their affiliates, trustees, administrators, officers, business managers, directors, employees, representatives, servants, heirs, executors, agents, attorneys, endorsers, subsidiaries, successors and assigns shall be deemed released by the Debtor and its bankruptcy estate, its officers Kenneth and Diana Sroka, and its controlled group members Repair Plus, LLC and A1 Pumping LLC from any and all claims, obligations, debts, rights, suits, damages, causes of action, remedies and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that the Debtor or its bankruptcy estate, its officers Kenneth and Diana Sroka, and its controlled group members Repair Plus, LLC and A1 Pumping LLC, have asserted or could have asserted, based on or relating to, or in any manner arising from, in whole or in part, the claims asserted in this bankruptcy case, any litigation, including but not limited to, the District Court Case, through confirmation of this Plan, the Debtor's business dealings with the Union and Funds, and any matters related to the foregoing; provided, however, such release does not include any of the Debtor's obligations or any of its officers Kenneth Sroka's and Diana Sroka's obligations to the Union and Funds under this Plan. Debtor and its officers Kenneth and Diana Sroka represents that all collective bargaining agreements were terminated as of March 2019 and that 28,987.90 hours worked by Debtor's employees through March 2019, as shown on the Funds' and Union's payroll audits were not covered by the Union's collective bargaining agreements, that Debtor has no obligation to remit contributions to the Funds and Union on behalf of those hours, and that Debtor's former and current employees are not entitled to benefits or credits from the Union and Funds related to those hours. In furtherance of the Plan and for good and valuable consideration, the Debtor's current and former employees have reviewed the Debtor's representations, agree with the Debtor's representations, have executed the Releases/Waivers of Benefits, and Debtor's former or current employees and the employees' heirs, beneficiaries, executors, administrators, personal representatives, successors and assigns release the Funds and Union from any claims for benefits or credits related to the 28,987.90 hours worked by them through March 2019 and any hours worked by them subsequent to March 2019. Upon confirmation of the Plan and the occurrence of the Effective Date, the Debtor's current management will continue in their day to-day management of the Debtor. Based on the Debtor's projected cash flows in the Financial Projections prepared by the Debtor's financial advisor, Newpoint Advisors Corporation, cash flows from the Debtor's business will be sufficient to meet all of Debtor's obligations under the Plan. A full-text copy of the Amended Plan dated May 22, 2023 is available at https://urlcurt.com/u?l=EMZTvh from PacerMonitor.com at no charge. Co-Counsel to the Debtor: Grayson T. Walter, Esq. Bond, Schoeneck & King, PLLC One Lincoln Center Syracuse, NY 13202-1355 Tel: (315) 218-8000 Fax: 315-218-8100 Email: gwalter@bsk.com - and - Robert C. Folland, Esq. Barnes & Thornburg, LLP 41 S. High Street, Suite 3300 Columbus, OH 43215-6104 Tel: 561-473-7565 Fax: 561-473-7561 E-mail: rob.folland@btlaw.com About All Ways Concrete Pumping All Ways Concrete Pumping, LLC, is a family-owned and operated concrete pump company. The company is based in Auburn, N.Y. All Ways Concrete Pumping filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-30069) on Feb. 17, 2023, with up to $10 million in both assets and liabilities. Francis J. Brennan has been appointed as Subchapter V trustee. Judge Wendy A. Kinsella oversees the case. Bond, Schoeneck & King, PLLC, and Barnes & Thornburg, LLP, serve as the Debtor's legal counsel. Newpoint Advisors Corporation is the Debtor's financial advisor. ALLDRIN ORCHARDS: Files Bare-Bones Chapter 11 Petition ------------------------------------------------------ Alldrin Orchards Inc. filed for chapter 11 protection in the Eastern District of California without stating a reason. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. A status conference is scheduled for July 13, 2023, at 2:00 PM at Modesto Courtroom, Department E. According to court filings, Alldrin Orchards estimates between $1 million and $10 million in debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. About Alldrin Orchards Alldrin Orchards Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-90224) on May 22, 2023. In the petition filed by Lisa J. Alldrin, as secretary, the Debtor reported assets between $500,000 and $1 million and liabilities between $1 million and $10 million. The case is overseen by Honorable Bankruptcy Judge Ronald H. Sargis. The Subchapter V trustee: David Sousa P.O. Box 3167 Visalia, CA 93278-3167 Phone: (559) 242-2065 Email: Dave@fresnotrustee.com The Debtor is represented by: David C. Johnston, Esq. 584 Hi Tech Parkway Oakdale, CA 95361 Tel: (209) 579-1150 Email: david@johnstonbusinesslaw.com AMT TOPCO: S&P Lowers ICR to 'CCC+' on Business Underperformance ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating and issue-level ratings on AMT TopCo LLC to 'CCC+' from 'B-'. The '3' recovery rating is unchanged and reflects its expectation for meaningful recovery (50%-70%; rounded estimate 60%) in the event of payment default. The negative outlook reflects S&P's view that due to tight liquidity and no cushion on its financial covenants, AMT is currently vulnerable to nonpayment and would likely not have the capacity to meet its financial obligations in the event of continued adverse business, financial, or economic conditions. S&P said, "We expect AMT's post-acute business to continue to decline in 2023. The post-acute business experienced significant COVID-19-driven volume reductions at skilled nursing facilities (SNFs) over the last two years. While SNF occupancy is gradually improving, AMT still faces headwinds from aggressive and acquisitive competitors, facility closures, and a rapid reimbursement mix shift toward Medicare Advantage, which generally provides lower reimbursement than Medicare. We believe AMT must depend on favorable business, financial, and economic conditions to meet its financial commitments. Although the company's acute business has stabilized following pandemic-related volume reductions and is expected to grow 7%-10% this year, it is unlikely to generate enough growth to sufficiently support its capital structure without the post-acute business returning to growth. "Despite the declining market share in the post-acute space, management has largely maintained gross margins through cost controls and business optimization measures. As they attempt to stabilize the business and return it to growth, we expect they will be aided by tailwinds from the end of the COVID-19 public health emergency on May 11, 2023 and new CMS Medicare Advantage policies that will take effect in January 2024. Both changes are expected to increase post-acute care utilization and could potentially slow the pace of SNF closures. "AMT has limited liquidity, exacerbated by leverage that currently limits its ability to draw from its revolver. As of March 31, 2023, AMT had about $10 million of cash and access to about an additional $6 million of the company's $40 million revolver before requiring its covenants be tested. While we expect the company has sufficient liquidity to fund both ongoing operations and the new management team's growth initiatives for at least the next 12 months, we also recognize that it has very limited ability to absorb a high-impact, low-probability event. Although the company's term loan does not mature until 2027, we believe the company would need to significantly improve its performance in order to refinance its capital structure under current market conditions. "Some unique elements of AMT provide prospects for improved creditworthiness over the next few years. While liquidity has been strained by the company repaying back taxes that are indemnified by the previous owner of AMT and Gordian Medical, these payments will reduce the amount owed for the seller note liability, which was $32 million as of March 31, 2023. The repayment of the $72.8 million of deferred considerations is subject to certain conditions, that if not met, could reduce the amount payable at maturity. Together, these features provide some prospects for improved liquidity and debt reduction. "Our negative outlook reflects our view that due to tight liquidity and no cushion on its financial covenants, AMT is currently vulnerable to nonpayment and would likely not have the capacity to meet its financial obligations in the event of continued adverse business, financial, or economic conditions. "We could lower the rating if the company cannot improve its operating performance and liquidity remains tight such that we believe the company will be unable to meet its commitments and is likely to default within 12 months. "We could consider a positive rating action if we view the company's capital structure as more sustainable and its liquidity position improves." ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of the majority of rated entities owned by private-equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns." ASCENT RESOURCES: S&P Alters Outlook to Positive, Affirms 'B+' ICR ------------------------------------------------------------------ S&P Global Ratings revised its rating outlook on Oklahoma-based oil and gas exploration and production company Ascent Resources Utica Holdings LLC to positive from stable and affirmed its 'B+' issuer credit rating and its 'B+' issue-level rating on its unsecured notes. S&P revised its recovery rating to '3' from '4' indicating its expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. S&P said, "The positive outlook reflects the company's improved maturity profile, its focus on continued debt reduction, adequate liquidity, and our expectation that the company will maintain average funds from operations (FFO) to debt around 60% and debt to EBITDA below 1.5X "The positive outlook on Ascent reflects our expectation for an improvement in Ascent's financial results with support from additional debt repayment, favorable hedges, and an improved debt maturity profile. "Ascent recently redeemed its $550 million second-lien term loan due 2025 with proceeds from its revolving credit facility. The company then issued $212.6 million of their 2028 unsecured notes in an add-on offering, using proceeds to reduce borrowings on its credit facility. These transactions lowered interest expense, simplified the capital structure, and extended Ascent's maturity profile. Additionally, we expect the company will use its free cash flow generation to lower its borrowings on its credit facility. Supporting the company's cash flow are its significant hedges, including approximately 75% of its expected 2023 natural gas production hedged at a floor price of $3.19/mmBtu, approximately 66% of its expected 2024 natural gas production hedged at a floor price of $3.49/mmBtu, and approximately 49% of its expected 2025 natural gas production hedged at a floor price of $3.77/mmBtu. The company has some collars in place to allow for pricing upside should natural gas prices meaningfully increase over the next three years. Ascent has targeted $1.6 billion-$1.8 billion of total debt over time and we forecast FFO to debt around 60% and debt to EBITDA below 1.5x over the next two years. "Ascent's sizeable position in the Utica shale in Ohio supports our rating." "The company has a large reserve base in the low-cost Utica shale, including year-end 2022 proved reserves of 8.9 trillion cubic feet equivalent (Tcfe), of which 87% is natural gas and 62% is proved developed. Ascent expects to utilize 3.5-4 drilling rigs, spud 70-75 wells, and turn-in-line 50-60 wells with an average lateral length of 14,500 feet during 2023. We expect the company's costs to be relatively in line with those of its peers. We apply a positive one-notch comparable rating analysis adjustment to our anchor on Ascent to reflect its larger scale and size compared with its 'B'-rated peers, as well as our expectation for a continued improvement in its financial measures due to its reduced debt levels. "The positive outlook on Ascent reflects the company's improved maturity profile, its focus on continued debt reduction, adequate liquidity, and our expectation that the company will maintain FFO to debt around 60% over the next two years. "We could revise the outlook to stable if FFO to debt falls below 45% with no clear path to improvement. This would most likely occur due to lower commodity prices or if management pursues a more aggressive capital spending plan or financial policy. "We could raise the rating if Ascent materially reduces borrowings on its credit facility and maintains modest financial policies such that FFO to debt is approaching 60% and debt to EBITDA is below 1.5x. We would also expect any potential shareholder distributions from the company to be within free cash flow." ESG credit indicators: E-4; S-2; G-3 S&P said, "Environmental factors are a negative consideration in our credit rating analysis of Ascent because the exploration and production industry is contending with the accelerating energy transition and adoption of renewable energy sources. We believe falling demand for fossil fuels will lead to declining profitability and returns for the industry as it fights to retain and regain investors that seek higher return investments. To help address these concerns, Ascent has lowered its methane emission intensity rate, is targeting the reuse of 75% of the water produced by its operations, has partnered with Project Canary for a responsible gas certificate, and has communicated a goal of achieving carbon neutrality for its scope 1 and scope 2 emissions by 2025. Governance is a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of its controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns." AULT ALLIANCE: Incurs $48.8 Million Net Loss in First Quarter ------------------------------------------------------------- Ault Alliance, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q a net loss of $48.83 million on $31.18 million of total revenue for the three months ended March 31, 2023, compared to a net loss of $28.78 million on $32.83 million of total revenue for the three months ended March 31, 2022. As of March 31, 2023, the Company had $526.91 million in total assets, $336.56 million in total liabilities, and $190.34 million in total stockholders' equity. As of March 31, 2023, the Company had cash and cash equivalents of $9.2 million and negative working capital of $37.9 million. The Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. The Company said these factors create substantial doubt about the Company's ability to continue as a going concern for at least one year after the date that these condensed consolidated financial statements are issued. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/896493/000121465923007683/p51723010q.htm About Ault Alliance Inc. Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, Ault Alliance owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including oil exploration, crane services, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, Ault Alliance extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance's headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.Ault.com. Ault Alliance reported a net loss of $189.83 million for the year ended Dec. 31, 2022, compared to a net loss of $23.04 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $561.51 million in total assets, $219.53 million in total liabilities, $117.99 million in redeemable noncontrolling interests in equity of subsidiaries, and $223.99 million in total stockholders' equity. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has a working capital deficiency, has incurred net losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AUTUMN CAB: Continued Operations to Fund Plan Payments ------------------------------------------------------ Autumn Cab, Corp., filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement for Small Business Plan of Reorganization dated May 25, 2023. The Debtor is a Taxi medallion corporation located at 545 Neptune Avenue #9D, Brooklyn, NY 11235. The Plan incorporates the terms of the Medallion Relief Enhancement Program, which was reached between Debtor, Benyamin Kinkov, Bella Kinkov (together "the Borrowers," individually "the Borrower") and Pentagon Federal Credit Union as successor by merger to Progressive Credit Union ("PenFed" and/or "Lender"), and the terms of a court approved Loan Settlement Agreement. The Loan Settlement agreement was approved by the Bankruptcy Court order entered on December 28, 2022. The Debtor is current with monthly payments pursuant to the terms of Medallion Relief Enhancement Program, the Loan Settlement agreement, and Promissory Note. Class 2 consists of the unsecured claim of Pentagon Federal Credit Union in the amount of $824,736.96. The claim of Pentagon Federal was settled pursuant to the Medallion Relief Enhancement Program ("medallion relief program"), which was reached between Ben-Autumn Cab, Corp., the Debtor, Benyamin Kinkov, Bella Kinkov (together "the Borrowers", individually "the Borrower") and Pentagon Federal Credit Union as successor by merger to Progressive Credit Union ("PenFed" and/or "Lender"), and the terms of a court approved Loan Settlement Agreement (the "Settlement Agreement"). In accordance with said terms, the Debtor has applied and has been accepted for participation in the Medallion Relief Enhancement Program. Pursuant to the foregoing, a payment will be made to the Lender on behalf of borrower in the amount of $30,000 per medallion # 6G50 and 6G51 ("medallions"), which constitute collateral for the respective loan obligations, which will induce Lender to refinance the original loan at a reduced principal balance and accept a reduced outstanding principal balance in full satisfaction of the original loan, in accordance with the medallion relief program terms. In connection with the Medallion Relief Enhancement Program, and subject to the terms and conditions of the Loan Settlement Agreement and the Loan documents, Lender agrees to refinance the original loan and thereunder agrees to accept in full satisfaction of the original loan: (i) principal balance of $170,000 per medallion; (ii) interest payable at a rate of 7.3%; and (iii) with repayment terms as provided in more detail in the note. The outstanding principal balance of $340,000 to be paid in full over 25 years at referenced interest rate in equal installments of $2,469. Equity interest holders Benyamin Kinkov and Bella Kinkov shall retain their interest in the Debtor following confirmation, in consideration of a new value contribution, being made by them as the equity holder toward the payment of general unsecured creditor claims. The Debtor's principal will contribute funds in installments over the life of the plan, on as needed basis. The Plan will be financed by continuing the reorganized business operations of the Debtor as well as by funds accumulated in the Debtor in Possession bank account. A full-text copy of the Disclosure Statement dated May 25, 2023 is available at https://urlcurt.com/u?l=3sSZlU from PacerMonitor.com at no charge. Attorney for the Debtor: Alla Kachan, Esq. Law Offices of Alla Kachan, PC 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Telephone: (718) 513-3145 Email: alla@kachanlaw.com About Autumn Cab Autumn Cab, Corp. is a Taxi medallion corporation located at 545 Neptune Avenue #9D, Brooklyn, NY 11235. The Debtor filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42981) on Nov. 30, 2022, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Nancy Hershey Lord oversees the case. The Debtor tapped the Law Offices of Alla Kachan, PC as bankruptcy counsel and Wisdom Professional Services, Inc. as accountant. AYALA PHARMACEUTICALS: Posts $7.4 Million Net Loss in First Quarter ------------------------------------------------------------------- Ayala Pharmaceuticals, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $7.36 million on $4,000 of revenues from license agreement for the three months ended March 31, 2023, compared to a net loss of $9.95 million on $458,000 of revenues from license agreement for the three months ended March 31, 2022. As of March 31, 2023, the Company had $20.99 million in total assets, $9.83 million in total current liabilities, $1.48 million in total long-term liabilities, and $9.67 million in total stockholders' equity. Ayala said, "The Company has incurred recurring losses since inception as a research and development organization and has an accumulated deficit of $156.5 million as of March 31, 2023. For the three months ended March 31, 2023, the Company used approximately $6.7 million of cash in operations. The Company has relied on its ability to fund its operations through public and private equity financings. The Company expects operating losses and negative cash flows to continue at significant levels in the future as it continues its clinical trials. As of March 31, 2023, the Company had approximately $16.8 million in cash and cash equivalents, which, without additional funding, the Company believes will not be sufficient to meet its obligations within the next twelve months from the date of issuance of these condensed consolidated financial statements. The Company plans to continue to fund its operations through public or private debt and equity financings, but there can be no assurances that such financing will continue to be available to the Company on satisfactory terms, or at all. If the Company is unable to obtain funding, the Company would be forced to delay, reduce, or eliminate its research and development programs, which could adversely affect its business prospects, or the Company may be unable to continue operations. As such, those factors raise substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1100397/000149315223018686/form10-q.htm About Ayala Pharmaceuticals Formerly known as Advaxis, Inc., Ayala Pharmaceuticals, Inc. is a clinical-stage oncology company focused on developing and commercializing small molecule therapeutics for patients suffering from rare and aggressive cancers, primarily in genetically defined patient populations. Ayala reported a net loss of $14.36 million for the year ended Oct. 31, 2022, compared to a net loss of $17.86 million for the year ended Oct. 31, 2021. As of Oct. 31, 2022, the Company had $25.93 million in total assets, $2.30 million in total liabilities, and $23.63 million in total stockholders' equity. New York, NY-based Marcum LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated Feb. 9, 2023, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BELLAIRE IN SPRING: $7.75M Sale of Spring Property to Capstone OK'd ------------------------------------------------------------------- Judge Jeffrey P. Norman of the U.S. Bankruptcy Court for the Southern District of Texas authorized The Bellaire in Spring, LLC, to sell the commercial real property located at 6420 Cypresswood Drive, in Spring, Texas 77379, and the furnishings, fixtures, computers, equipment, and furniture located in the Property, to Capstone Crest Corporation or its assigns for $7.75 million. The Order does not authorize the sale of the America's Best Health, LLC stock (the "ABH Stock") to the Purchaser nor payment of $50,000 from the sales proceeds to Frances Heimrich, the owner of ABH Stock. In the event the sale is not successfully closed by May 31, 2023, the entitled chapter 11 case will immediately convert to a chapter 7 case. At the closing of the sale of the Property and the Personal Property, the Debtor and Providence Title Co. will pay from the sale proceeds without further order of the Court: (i) the reasonable, customary, and usual miscellaneous fees and expenses charged as closing expenses, including the cost of a title policy, by the title company; (ii) all outstanding ad valorem taxes (pro-rated for current year); (iii) all amounts owed to lienholder Moody National Bank as of the closing date (with updated amounts to be provided by Moody Nation Bank); (iv) all amounts owed to lienholder Small Business Administration ("SBA") as of the closing date (with updated amounts to be provided by Moody Nation Bank); and (v) any other outstanding amounts owed to lienholders holding perfected security interests on the Property or the Personal Property. After payment of all necessary costs, the Title Company is directed to pay the net proceeds to Baker & Associates for the benefit of the Debtor. The Debtor Counsel will deposit the funds into its IOLTA account to hold in trust. Upon confirmation of its Chapter 11 Plan of Reorganization or further order of the Court, the Debtor Counsel will be authorized to disburse the plan payments from the Net Proceeds on deposit in the IOLTA account. Upon disbursement of all plan payments, as authorized by the confirmed Chapter 11 Plan of Reorganization, the Debtor Counsel will file a notice of substantial consummation detailing the disbursements and requesting entry of an order authorizing the transfer of any remaining Net Proceeds to the Debtor. Notwithstanding any documents signed at closing, the payments to Moody National Bank, the SBA and others from the proceeds at the closing will not limit or restrict the Debtor from contesting such payment amount if the Debtor believes such amounts to be incorrect. The Debtor may challenge any payments within 30 days of the closing. The sale of the Property to the Purchaser will be free and clear of all liens, claims, interests and encumbrances, including all ad valorem tax liens for 2022 and prior years. All liens, claims, interests and encumbrances will continue and attached to the net sales proceeds. Upon the consummation of the sale, all persons holding any lien, claim, interest or encumbrance against or in the Property and the Personal Property are forever barred from asserting, prosecuting or otherwise pursuing such lien, claim, interest or encumbrance against the Property. The lease of Free Mad Aus, LLC has previously been determined to have terminated and no funds are owed by debtor to Free Mad Aus, LLC. The Debtor will reserve funds, from the sales proceeds, in an amount sufficient to pay the quarterly fees owed that will become due at the end of the quarter following the closing of the sale. The Debtor Counsel may pay such amounts directly from its IOLTA account. In the event the anticipated quarterly fee is not paid in full at closing, the Quarterly Fee Reserve will be deposited into a segregated DIP bank account to be paid to the United States Trustee when due at the end of the quarter following the closing of the sale. About The Bellaire in Spring The Bellaire in Spring, LLC owns a senior living facility in Spring, Texas. Bellaire in Spring filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-30431) on Feb. 7, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Melissa A. Haselden has been appointed as Subchapter V trustee. Judge Jeffrey P. Norman oversees the case. The Debtor is represented by Reese Baker, Esq., at Baker & Associates. BELTWAY PLAZA: Court OKs Cash Collateral Access Thru June 30 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Maryland, Greenbelt Division, authorized Beltway Plaza Investment, LLC to use cash collateral in accordance with its agreement with Freedom Bank of Virginia. The Debtor requires the use of cash collateral to operate its commercial office building located at 4710 Auth Place, Suitland, Maryland. The Debtor is currently indebted to Freedom Bank of Virginia under a $5.705 million commercial term loan. As of the Petition Date, the outstanding obligations total $6.248 million. The Lender has agreed to permit the Debtor to use cash collateral pursuant to the terms, conditions and limitations of the Consent Order during the period from April 30, 2023 to 5 p.m. on June 30, 2023, to pay the specific expenses set forth in the budget. As adequate protection, the Lender is granted a first-priority postpetition security interest and lien in, to and against (i) all pre-petition and post-petition leases, rents, rent collections and revenues of the Debtor that arise from or relate to the Property, (ii) the DIP Accounts and all rents of the Debtor deposited therein, and (iii) to the extent of any diminution of the Lender's collateral after the Petition Date, all other assets of the Debtor described in the Prepetition Loan Documents which are or have been acquired, generated or received by the Debtor subsequent to the Petition Date and all products and proceeds thereof. The liens and security interests granted are duly perfected without the necessity for the execution, filing or recording of financing statements, security agreements and other documents. To the extent that the Adequate Protection Liens are insufficient to provide adequate protection to the Lender's interests in the Collateral, the Lender is granted a claim against the Debtor and the Debtor-in-Possession having priority over all administrative expenses. These events constitute an "Event of Default": (i) The Debtor's use of cash collateral for any reason other than to pay an expense that is specifically set forth in the Budget, (ii) If Pepco terminates electric utility service at the Property or if Pepco posts the Property with a notice that it intends to terminate electric utility service at the Property, (iii) If the Debtor fails to provide the Insurance Policy to the Lender as required herein by 5 p.m. on May 30, 2023, (iv) If the Insurance Policy is terminated or if the insurance company issuing the Insurance Policy issues a notice that the Insurance Policy will be terminated for non-payment of premiums or any other reason, (v) If the Debtor fails to provide the Lender with a current signed and certified Rent Roll as required herein by 5 p.m. on May 30, 2023, (vi) If the Debtor terminates the Property Manager or the Property Manager ceases to act as the property manager for the Property at any time after the entry of the Order, (vii) If the Debtor fails to timely provide the Lender with any of the Bi-Weekly Reporting or Monthly Reporting, or (viii) The Debtor's failure to comply with any provision of the Order. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=BhS0Vc from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $41,413 for May 2023; and $45,367 for June 2023. About Beltway Plaza Investment, LLC Beltway Plaza Investment, LLC is the owner of an eight story 65,010-sq. ft. commercial office building located at 4710 Auth Place, Suite 140, Suitland, Maryland 20746. Beltway Plaza Investment has approximately 20 commercial tenants and is incorporated in the state of Maryland, but its charter is currently forfeited for failure to file personal property returns. Efforts to reinstate its charter are in process. Beltway Plaza Investment sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-11094) on February 20, 2023. In the petition signed by Ho Chong Suh, authorized member, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Lori S. Simpson oversees the case. Craig M. Palik, Esq., at McNamee Hosea, P.A., represents the Debtor as legal counsel. BEN-BELLA TRANS: Continued Operations to Fund Plan Payments ----------------------------------------------------------- Ben-Bella Trans, Corp., filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement for Small Business Plan of Reorganization dated May 25, 2023. The Debtor is a Taxi medallion corporation located at 545 Neptune Avenue #9D, Brooklyn, NY 11235. The Plan incorporates the terms of the Medallion Relief Enhancement Program ("medallion relief program"), which was reached between Debtor, Benyamin Kinkov, Bella Kinkov (together "the Borrowers," individually "the Borrower") and Pentagon Federal Credit Union as successor by merger to Progressive Credit Union ("PenFed" and/or "Lender"), and the terms of a court approved Loan Settlement Agreement. The Loan Settlement agreement was approved by the Bankruptcy Court order entered on December 28, 2022. The Debtor is current with monthly payments pursuant to the terms of Medallion Relief Enhancement Program, the Loan Settlement agreement, and Promissory Note. Class 3 consists of the unsecured claim of Pentagon Federal Credit Union in the amount of $1,200,469.26. The claim of Pentagon Federal was settled pursuant to the Medallion Relief Enhancement Program ("medallion relief program"), which was reached between Ben-Bella Trans Corp., the Debtor, Benyamin Kinkov, Bella Kinkov (together "the Borrowers", individually "the Borrower") and Pentagon Federal Credit Union as successor by merger to Progressive Credit Union ("PenFed" and/or "Lender"), and the terms of a court approved Loan Settlement Agreement (the "Settlement Agreement"). In accordance with said terms, the Debtor has applied and has been accepted for participation in the Medallion Relief Enhancement Program. Pursuant to the foregoing, a payment will be made to the Lender on behalf of borrower in the amount of $30,000.00 per medallion # 5H86, 5H87 and 5H88 ("medallions"), which constitute collateral for the respective loan obligations, which will induce Lender to refinance the original loan at a reduced principal balance and accept a reduced outstanding principal balance in full satisfaction of the original loan, in accordance with the medallion relief program terms. In connection with the Medallion Relief Enhancement Program, and subject to the terms and conditions of the Loan Settlement Agreement and the Loan documents, Lender agrees to refinance the original loan and thereunder agrees to accept in full satisfaction of the original loan: (i) principal balance of $170,000.00 per medallion; (ii) interest payable at a rate of 7.3%; and (iii) with repayment terms as provided in more detail in the note. The outstanding principal balance of $510,000.00 to be paid in full over 25 years at referenced interest rate in equal installments of $3,704.06. Equity interest holders Benyamin Kinkov and Bella Kinkov shall retain their interest in the Debtor following Confirmation, in consideration of a new value contribution, being made by them as the equity holder toward the payment of general unsecured creditor claims. The Debtor's principal will contribute funds in installments over the life of the plan, on as needed basis. The Plan will be financed by continuing the reorganized business operations of the Debtor as well as by funds accumulated in the Debtor in Possession bank account. A full-text copy of the Disclosure Statement dated May 25, 2023 is available at https://urlcurt.com/u?l=U3L41i from PacerMonitor.com at no charge. Attorney for the Debtor: Alla Kachan, Esq. Law Offices of Alla Kachan, PC 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Telephone: (718) 513-3145 Email: alla@kachanlaw.com About Ben-Bella Trans Corp. Ben-Bella Trans, Corp., operates in the taxi and limousine service industry. The company is based in Brooklyn, N.Y. Ben-Bella Trans filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 22-42979) on Nov. 30, 2022, with $660,000 in assets and $1,351,871 in liabilities. Ben-Bella Trans President Benyamin Kinkov signed the petition. Judge Nancy Hershey Lord oversees the case. The Law Offices of Alla Kachan, PC and Wisdom Professional Services, Inc. serve as the Debtor's legal counsel and accountant, respectively. BIGHORN RESTAURANTS: Sets July 18 Auction for Assets ---------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado approved bidding procedures for the sale of substantially all assets of Bighorn Restaurants LLC and its debtor-affiliates. Any person or entity interested in participating in the auction must, among other things, submit a bid for the assets so as to be actually received on or before July 10, 2023, at 5:30 p.m. (Prevailing Mountain Time) to: i) Dan Dooley Financial Advisor c/o MorrisAnderson and Associates Ltd. 55 West Monroe St., Suite 2350 Chicago, IL 60603 Email: DDooley@morrisanderson.com ii) James T. Markus Counsel to Debtors Markus Williams Young & Huniscker LLC Email: jmarkus@markuswilliams.com If the Debtors receive two or ore qualified bids on the same or overlapping assets, the Debtors will conduct the auction to determine the winning bidder with respect to the transaction. The auction will take place on July 12, 2023, at 10:00 a.m. (Prevailing Mountain Time) at the Offices of Markus Williams Young & Huniscker LLC, 1775 Sherman Street, Suite 1950, Denver, Colorado 80202. The sale hearing will commence on July 18, 2023, at 9:30 a.m. (Prevailing Mountain Time) before the Hon. Michael E. Romero, United State Bankruptcy Judge, in the Bankruptcy Court located at Courtroom C, United State Custom House, 721 19th Street, Denver, Colorado 80202. Parties interested in receiving additional information, including, with regard to the transaction, the assets, the auction, or the bidding procedures may make request to counsel to the Debtors, Markus Williams Young & Huniscker LLC 1775 Sherman Street, Suite 1950, Denver, Colorado 80203; Attn: William G. Cross, wcross@markuswilliams.com. About Bighorn Restaurants Bighorn Restaurants, LLC and affiliates constitute one of the largest current franchisees of Hardee's restaurants. They currently operate 108 restaurants, which span the states of Alabama, Florida, Georgia, South Carolina, Kansas, Missouri, Wyoming and Montana. The restaurants are operated by Empire, Heartland, Bighorn, and Atlantic Star. Bighorn Restaurants and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Lead Case No. 23-11919) on May 4, 2023. In the petition signed by its chief executive officer, Dewey R. Brown, Bighorn Restaurants disclosed $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Michael E. Romero oversees the cases. The Debtors tapped Markus Williams Young & Hunsicker, LLC as bankruptcy counsel; Hutchinson Black and Cook, LLC as their special counsel; MorrisAnderson & Associates, Ltd. as financial advisor; Brookwood Associates, LLC as investment banker; and A&G Realty Partners as real estate advisor. BMC Group, Inc. is the Debtors' noticing agent. Cadence Bank, as lender, is represented by Frank W. DeBorde, Esq., and Lisa Wolgast, Esq., at Morris, Manning & Martin, LLP. BIO365 LLC: Taps Silicon Valley Disposition as Auctioneer --------------------------------------------------------- Bio365, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Silicon Valley Disposition, Inc. as auctioneer. The firm will market and sell at auction the Debtor's assets stored at its facility in Stockton, Calif. The firm will charge the winning bidder its standard buyer's premium equal to 18 percent of the amount of the winning bid or negotiated sale price for each Stockton asset sold. John Carroll, president of Silicon Valley, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: John Carroll Silicon Valley Disposition, Inc. 381 Beach Rd # 2005 Burlingame, CA 94010 Tel: (950) 344-3282 About Bio365 LLC Bio365, LLC produces biologically activated and nutrient dense biochar soils for professional cultivation. The company is based in Santa Rosa, Calif. Bio365 filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-10180) on April 12, 2023, with $1 million to $10 million in both assets and liabilities. Christopher Hayes has been appointed as Subchapter V trustee. Judge William J. Lafferty oversees the case. The Debtor tapped Kevin Harvey Morse, Esq., at Clark Hill, PLC as legal counsel and Kander, LLC as financial advisor. Robert Marcus, managing director at Kander, LLC, serves as the Debtor's chief restructuring officer. BIOLASE INC: Closes $4.5 Million Underwritten Public Offering ------------------------------------------------------------- BIOLASE, Inc. announced the closing of its underwritten public offering of 175,000 units, with each Unit consisting of one share of BIOLASE's Series H Convertible Redeemable Preferred Stock, par value $0.001 per share, with a liquidation preference of $50.00 per share, and one warrant to purchase one-half of one (0.50) share of Series H Convertible Preferred Stock. The purchase price for one Unit was $26.00, which reflects the issuance of the Series H Convertible Preferred Stock with an original issue discount. The Series H Convertible Preferred Stock has a term of two years and is convertible at the option of the holder at any time into shares of BIOLASE common stock at a conversion price of $0.1398. Dividends on the Series H Convertible Preferred Stock will be paid, if and when declared by the Board of Directors, in-kind in additional shares of Series H Convertible Preferred Stock based on the stated value of $50.00 per share at a dividend rate of 20.0%. The PIK dividends will be a one-time payment payable to holders of the Series H Convertible Preferred Stock of record at the close of business on the one-year anniversary of the closing date of the offering. The Warrants have a term of two years. Each Warrant has an exercise price of $13.00 (50.0% of the public offering price per Unit) per one-half of one share of Series H Convertible Preferred Stock, is exercisable for one-half of one (0.5) share of Series H Convertible Preferred Stock and is immediately exercisable. Lake Street Capital Markets, LLC and Maxim Group LLC acted as joint bookrunners for the offering. The gross proceeds to BIOLASE from the offering, before underwriting discounts and commissions and offering expenses, are expected to be approximately $4.5 million. BIOLASE intends to use the net proceeds from the offering for working capital and for general corporate purposes. About Biolase Biolase, Inc. -- http://www.biolase.com-- is a medical device company that develops, manufactures, markets, and sells laser systems in dentistry and medicine. BIOLASE's products advance the practice of dentistry and medicine for patients and healthcare professionals. BIOLASE's proprietary laser products incorporate approximately 259 actively patented and 24 patent-pending technologies designed to provide biologically and clinically superior performance with less pain and faster recovery times. Biolase reported a net loss of $28.63 million in 2022, a net loss of $16.16 million in 2021, a net loss of $16.83 million in 2020, a net loss of $17.85 million in 2019, and a net loss of $21.52 million in 2018. As of Sept. 30, 2022, the Company had $42.86 million in total assets, $29.01 million in total liabilities, and $13.86 million in total stockholders' equity. Costa Mesa, California-based BDO USA, LLP, the Company's auditor since 2005, issued a "going concern" qualification in its report dated March 28, 2023, citing that the Company has suffered recurring losses from operations and has had negative cash flows from operations for each of the three years ended Dec. 31, 2022. These factors, among others, raise substantial doubt about its ability to continue as a going concern. BISON LAND: Taps Law Offices of Craig M. Geno as Bankruptcy Counsel ------------------------------------------------------------------- Bison Land & Minerals, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ the Law Offices of Craig M. Geno, PLLC as counsel. the Law Offices of Craig M. Geno, PLLC as its counsel. The firm will render these legal services: (a) advise the Debtor regarding questions arising from certain contract negotiations which will occur during its business operation; (b) evaluate and object to claims of various creditors; (c) appear in, prosecute, or defend suits and proceedings, and take all necessary steps and other matters connected with the affairs of the Debtor's estate; (d) represent the Debtor in court hearings and assist in the preparation of legal papers; (e) advise and consult with the Debtor in connection with any reorganization plan; and (f) perform such other legal services on behalf of the Debtor. The firm will be paid at these rates: Craig M. Geno, Esq. $450 per hour Associates $275 per hour Paralegals $250 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $12,000, which includes $1,738 filing fee. Craig Geno, Esq., an attorney at the Law Offices of Craig M. Geno, PLLC, 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 at: Craig M. Geno, Esq. Law Offices of Craig M. Geno, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: (601) 427-0048 Email: cmgeno@cmgenolaw.com About Bison Land & Minerals Bison Land & Minerals, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Miss. Case No. 23-01140) on May 15, 2023. The Debtor hires the Law Offices of Craig M. Geno, PLLC as counsel. BLUE RIBBON: Moody's Affirms 'B3' CFR & Alters Outlook to Negative ------------------------------------------------------------------ Moody's Investors Service affirmed Blue Ribbon LLC's (Blue Ribbon, or Pabst) B3 Corporate Family Rating, its B3-PD Probability of Default Rating and its B3 senior secured revolver and term loan ratings. Moody's changed the company's rating outlook to negative from stable. The outlook revision to negative from stable reflects Moody's expectation that free cash flow will likely be negative in 2023 as the company continues to face inflationary cost challenges that have cut margins and operating cash flows, while it also incurs transitory costs to build new capabilities around sourcing, procurement and working capital ahead of full transition to City Brewing Company, LLC, and incurs higher interest costs with rising interest rates. The company has said that EBITDA will likely remain roughly flat but higher interest and working capital will drain cash and result in the need to use the revolver. This will lift total debt and weaken liquidity. Moody's expects that debt to EBITDA leverage will likely increase to the mid to high 7x range in 2023 from 7.2x for the year ended December 31, 2022. In addition, Moody's expects that volume declines will persist across parts of the portfolio, although price increases and growing partner brand distribution will help to support dollar sales growth. Moody's expects that debt to EBITDA leverage will remain high for the rating at close to 7x in 2024, and expects free cash flow would be modest at best. Moody's affirmed the ratings because operating improvement is expected in 2024 as the company fully transitions to City Brewery, sees growth in partner brands, and begins to restore margins which should restore positive free cash flow. Affirmations: Issuer: Blue Ribbon, LLC Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured First Lien Bank Credit Facility, Affirmed B3 Outlook Actions: Issuer: Blue Ribbon, LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE Blue Ribbon's B3 CFR reflects high leverage and persistent volume declines in the mostly mature beer portfolio, but acknowledges that the company is transitioning to a more sustainable supply chain arrangement by 2024. Blue Ribbon has traditionally generated modestly positive free cash flow in a $10 - $15 million annual range but inflation, higher interest rates and investments to support the shift in production to City Brewing will lead to negative free cash flow in 2023. This will create reliance on the revolver to fund the deficit and the annual term loan amortization. Over the longer run, the company expects to expand margins by shifting to a more premium product mix, and through good growth from partnerships such as its distribution agreement with Brown Forman Corporation in the US for Jack Daniels Country Cocktails and El Jimador flavored malt beverage, which is expected to ramp up in 2023. However, Moody's expects that margins will remain pressured in the current inflationary environment and that even in 2024, absent margin and profit improvement, the company will be challenged to meet interest and debt amortization from operating cash flows. The rating is also constrained by the company's small scale compared with much larger brewing peers, and its heavy reliance on its largest brand, Pabst Blue Ribbon (PBR), which accounts for nearly half of sales and has until recently seen consistent volume declines. The ratings also acknowledge the potential debt pay down should the Irwindale property, which is held at a non-operating unrestricted subsidiary, be sold, although Moody's does not assume a sale will occur over the next year. The credit agreement requires that excess proceeds from any sale of Irwindale, subject to certain limitations, would be applied to reduce debt at Blue Ribbon until its bank defined net debt to EBITDA is reduced to 2.5x (5.4x at year end 2022). However, a sale is not likely to occur in the near term because the management company believes that it can extract more value by taking certain actions over time to improve the use options for the property. The mortgage funding the property matures in November 2023 making it current and resulted in a going concern opinion from Blue Ribbon's auditor. The company is confident that a refinancing will close in the next few months and estimates the value of the property is well above the amount of the mortgage, but failure to refinance the mortgage and a foreclosure would be credit negative for Blue Ribbon because it would eliminate the upside to debt repayment in the event of a sale. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative rating outlook reflects Moody's expectations that Blue Ribbon will struggle to restore margins and will be free cash flow negative in 2023, which will increase leverage, increase revolver reliance and weaken liquidity. The negative outlook also reflects concerns about the company's ability to grow operating profits given the long term volume declines in many of its core owned brands. The ratings could be downgraded if operating performance falls below budget expectations during 2023, if debt/EBITDA is likely to remain above 7x, or if Moody's does not expect the company to restore positive free cash flow by 2024. Operational difficulties in transitioning to a new co-packer, failure to grow new third party relationships to become more profitable, a deterioration in liquidity, or leveraged acquisitions or dividend distributions could also lead to a downgrade. The ratings could be upgraded if the company generates good and predictable free cash flows, successfully executes its growth strategies to support sustained top line and operating profit expansion, and reduces leverage. An upgrade would require that leverage is reduced such that debt to EBITDA (including Moody's standard adjustments) is sustained below 5.0x and Moody's adjusted EBITDA minus capital spending to interest exceeds 1.5x. ESG CONSIDERATIONS Blue Ribbon's ESG Credit Impact Score of CIS-4 reflects its more aggressive financial policy and concentrated control under private ownership. Environmental risks exist related to water management, natural capital and waste and pollution but the company's outsourcing model limits these risks at owned properties. As is true for other alcoholic beverage companies, social risk is elevated due to customer relations risk related to the sale of beer and other alcoholic beverages, partly mitigated by the company's good track record in terms of responsible marketing. As a private company with a history of operating with high leverage and concentrated control, governance risk is high. The exit from private equity ownership at the last refinancing and the adoption of a more conservative leverage target, (stated net leverage target of 4x by the company's definition) partly offset these negatives. The principal methodology used in these ratings was Alcoholic Beverages published in December 2021. Headquartered in San Antonio, TX, Blue Ribbon, LLC (parent company of Pabst Brewing Company, Inc.) markets and sells a portfolio of iconic American beer brands. Major brands in the company's portfolio include its flagship Pabst Blue Ribbon, Lone Star, Rainier, Old Milwaukee, Colt 45, Schlitz and Not Your Fathers. The company also has Brown Forman's Jack Daniels Country Cocktails US business on its platform. The company is owned by Blue Ribbon Partners, LLC, an investment platform led by American beverage entrepreneur Eugene Kashper. Annual net sales are over $500 million. BROOKWOOD VILLAGE: Taps Sternberg Naccari & White as Counsel ------------------------------------------------------------ Brookwood Village LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Louisiana to employ Sternberg Naccari & White, LLC as counsel. The firm will give the Debtor legal advice with respect to the Debtor's powers and duties as a debtor-in-possession, and to perform all legal services for the Debtor which may be necessary. The firm will be paid at the rate of $375 per hour, and will be reimbursed for reasonable out-of-pocket expenses incurred. The firm received from the Debtor an initial retainer of $10,000. Ryan J. Richmond, Esq., a partner at Sternberg Naccari & White, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ryan J. Richmond, Esq. Ashley M. Caruso, 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 ashley@snw.law About Brookwood Village Brookwood Village LLC in New Orleans, LA, filed its voluntary petition for Chapter 11 protection (Bankr. M.D. La. Case No. 23-10312) on May 16, 2023, listing $1,433,667 in assets and $4,515,344 in liabilities. Tyrone C. Legette as manager, signed the petition. Sternberg Naccari & White, LLC serves as the Debtor's legal counsel. BUILDERS DIRECT: Taps Spector & Cox as Legal Counsel ---------------------------------------------------- Builders Direct Sales Group, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Spector & Cox, PLLC as 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. The firm received from the Debtor a retainer of $26,738. 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 Builders Direct Sales Group Builders Direct Sales Group, LLC, a company in Carrollton, Texas, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Tex. Case No. 23-30745) on April 15, 2023, with as much as $50,000 in assets and $1 million to $10 million in liabilities. James Cook, Builders Direct Sales Group manager, signed the petition. Judge Scott W. Everett oversees the case. Howard Marc Spector, Esq., at Spector & Cox, PLLC serves as the Debtor's legal counsel. CAREERBUILDER LLC: S&P Upgrades ICR to 'CCC-', Outlook Negative --------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on CareerBuilder LLC to 'CCC-' from 'SD' (selective default) and raised its rating on the company's first-lien term loan to 'CCC-' from 'D'. S&P revised the recovery rating to '3' (50%), indicating its expectation of meaningful (50%-70%; rounded estimate: 50%) from '2' (70%). The negative outlook reflects S&P's expectation that tough operating conditions will persist and the company may face a liquidity shortfall over the next six to 12 months absent a liquidity-enhancing transaction. CareerBuilder recently completed the maturity extension of its first-lien term loan to July 2026 from July 2023, which S&P viewed as tantamount to a default due to its assessment of the capital structure as currently unsustainable. S&P said, "The 'CCC-' credit rating reflects our belief that a default due to missed interest payments or a debt restructuring appears highly likely in the next six to 12 months without a significantly favorable change in CareerBuilder's operating performance. The rating action reflects the risk that the company may be unable to make interest payments due to weak liquidity and negative cash flow generation. In addition, the company's debt, although illiquid and trading thin, is priced at significantly distressed levels, which heightens the likelihood of a distressed exchange or other transaction we would consider tantamount to a default. "We expect CareerBuilder's cash flow will remain constrained in 2023. The company continues to face operating challenges due to the competitive pressure in its job advertising segment. The company also faces the risk of a recession, as a slowdown in the labor market could decrease subscription renewals and transaction revenue, though the long-term nature of subscription contracts can help to mitigate the impact of a market downturn. While the company is currently cutting operating expenses by reducing its work force, we expect it to use cash on the balance sheet to fund ongoing cash flow deficits. "The negative outlook reflects our expectation that tough operating conditions will persist and CareerBuilder will likely face a liquidity shortfall over the next six to 12 months absent a liquidity-enhancing transaction. "We could lower our ratings on CareerBuilder to 'CC' if we believe a default is a virtual certainty, such as if the company announces it will miss an interest payment or announces an exchanged offer of similar restructuring we classify as distressed. "We could raise our rating if we no longer believe that the company is at a risk of a default in the next six months." 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 CareerBuilder, as it is for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns." CHG PPC: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on U.S.-based food manufacturer CHG PPC Intermediate II LLC. At the same time, S&P assigned its 'B' rating on the company's new EUR230 million term loan due December 2028. S&P said, "We also affirmed our 'B' rating on the company's $275 million upsized revolving credit facility and $978 million first-lien term loan facility. The recovery rating is '3', indicating our expectation for meaningful recovery (50%- 70%; rounded estimate: 55%) in a default scenario. "The stable outlook reflects our expectation that the company will offset rising costs and that demand remains steady, resulting in leverage maintained below 7x over the next 12 months. "The ratings affirmation reflects our expectation of revenue and profitability growth as operating challenges dissipate. CHG's sales increased 22.7% to about $1.6 billion for the 12 months ended Dec. 31, 2022, up from $1.3 billion a year ago, mainly because it increased prices to pass through cost inflation. Approximately 60% of its business has pass-through contracts in place with customers for commodities and raw materials. Profitability deteriorated in the first half of fiscal 2023 due to rapid increases in raw material, labor, and distribution costs and a typical lag of 60-90 days between cost increases and price hikes. However, S&P Global Ratings-adjusted EBITDA increased 24.2% in the third quarter after the company's new pricing went into effect in September and October and supply chain disruptions and labor challenges eased. We expect EBITDA to continue improving in the fourth quarter and in the fiscal year ending March 2024 (fiscal 2024) as demand remains steady and the company benefits from the full effect of its pricing initiatives. Although CHG's retail business growth could slow amid a tough macroeconomic environment, we expect the quick-service restaurant (QSR) segment to continue to benefit from steady consumption patterns. We also expect the company to continue implementing additional price hikes to cover higher costs of raw materials such as starches and sugars. "Although this transaction increases leverage modestly (because we don't net cash) to 6.6x for the 12 months ended Mar.31, 2023, up from 6.3x pre-transaction (based on preliminary actuals), we expect further earnings growth, driven by pricing benefits, a growing QSR business, and contribution from the new U.K. bakery. This will result in pro forma leverage of 6.1x for fiscal 2024. The U.K. bakery should add over $30 million in sales annually while increasing manufacturing capacity in soft buns in Europe. "We forecast cash flows to remain lower than historical levels as CHG continues to fund higher levels of capital expenditures (capex).CHG is making several capital investments to increase capacity. We expect capex of at least $80 million over the next 12 months. The company is building a new bun plant in the U.K. to service its QSR customers, and we expect operations to begin in the second half of fiscal 2024. CHG is also embarking on other growth projects that involve adding lines and improving efficiencies on existing lines. Additionally, we forecast the company will require roughly $15 million-$20 million in cash usage for working capital purposes in fiscal 2024, related to higher cost of raw material and finished goods balances and higher inventory balances at the new facility in the U.K. Although we expect free operating cash flow (FOCF) to turn positive in fiscal 2024, it will remain depressed at about $20 million. We expect CHG to generate FOCF of more than $50 million, once capex levels normalize closer to historical levels of about $65 million. "CHG's liquidity is bolstered by full availability under its proposed upsized revolver. Pro forma for the proposed refinancing transaction, we estimate CHG's cash balances to total about $60 million. The company closed a $75 million add-on to its $910 million first-lien term loan earlier this month and used the proceeds to repay the outstanding balance under its revolving credit facility. Further, the company plans to increase the size of the revolver by $25 million to $275 million as part of the proposed refinancing transaction. We believe the total liquidity of about $335 million provides ample headroom to cover the company's operating requirements over the next 12 months "We expect CHG to maintain its current financial policy and sustain longer-term leverage around 6x. We expect the company to remain acquisitive and keep long-term leverage around 6x as it makes debt-funded acquisitions. The company is a consolidator in the highly fragmented baked goods industries and has expanded scale and capabilities through its recent acquisitions of Michael's Cookies in June 2022 and Baldinger Bakery LP and Bagos Bun Bakery ULC in November 2021. We also believe the company could flex leverage to about mid- to high-6x for acquisitions. CHG has a track record of integrating acquisitions successfully and driving incremental growth, resulting in deleveraging. This supports our view that the company would manage longer-term leverage around 6x. "The stable outlook reflects our expectation that the company will offset rising costs and demand remains steady, resulting in leverage maintained below 7x over the next 12 months." S&P could lower its rating on CHG if leverage increases above 7x or if we expect substantial free cash flow decline. This could occur if: -- The company adopts more-aggressive financial policies, including a large debt-financed acquisition or dividend to shareholders; -- The company experiences significant volume declines from one or more top QSR customers; or -- Operating issues (including supply chain, labor, or inflationary pressures) cause profit and cash flow to degrade materially. While unlikely over the next year, S&P could raise the rating if CHG: -- Commits to less-aggressive financial policies; and -- Manages leverage below 5x. This could occur if the company applied discretionary cash flow toward debt repayment and did not pursue additional debt-financed acquisitions or shareholder returns. 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 CHG. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of the majority of rated entities owned by private-equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns." CINEWORLD GROUP: Expects to Exit Chapter 11 Bankruptcy by July -------------------------------------------------------------- MovieGuide reports that Cineworld, Regal Cinemas' parent company, has announced that they expect to exit Chapter 11 bankruptcy in July 2023. The theater chain filed for bankruptcy last September. At the time of filing, Cineworld's debt stood at around $8.8 billion. Part of Cineworld's plan to come out of bankruptcy involves a proposed restructuring that "has the support of lenders holding and controlling approximately 99% of the Legacy Facilities and at least 69% of the outstanding indebtedness under the debtor-in-possession facility of Cineworld and certain of its subsidiaries," according to a statement from the company. Cineworld also ran a sales process, attempting to sell off assets, but stated that the offers that came in were too low to impact their debt. While this plan will get Cineworld out of bankruptcy, it does not do anything for shareholders. Shares of Cineworld have plummeted and are expected to be delisted. Cineworld stated that they are committed to coming out of bankruptcy and will continue "to operate its global business and cinemas as usual without interruption." Movieguide previously reported on Cineworld's bankruptcy filing: Debt pile-up, accentuated by the COVID-19 pandemic, has forced Cineworld Group, which owns Regal Cinemas in the U.S., to move forward with Chapter 11 cases in the United States Bankruptcy Court for the Southern District of Texas. "As part of the Chapter 11 cases, Cineworld, with the expected support of its secured lenders, will seek to implement a de-leveraging transaction that will significantly reduce the Group's debt, strengthen its balance sheet and provide the financial strength and flexibility to accelerate, and capitalize on, Cineworld's strategy in the cinema industry," a Cineworld statement reads. "The Group Chapter 11 Companies enter the Chapter 11 cases with commitments for an approximate $1.94 billion debtor-in-possession financing facility from existing lenders, which will help ensure Cineworld's operations continue in the ordinary course while Cineworld implements its reorganization," the statement continued. Cineworld also announced a plan to "pursue a real estate optimisation strategy in the U.S. and intends to engage in collaborative discussions with U.S. landlords to improve U.S. cinema lease terms in an effort to further position the group for long-term growth." The announcement concluded that global and U.S. operations and business would continue despite their debt. "We have an incredible team across Cineworld laser focused on evolving our business to thrive during the comeback of the cinema industry," Cineworld CEO Mooky Greidinger said. "The pandemic was an incredibly difficult time for our business, with the enforced closure of cinemas and huge disruption to film schedules that has led us to this point." "This latest process is part of our ongoing efforts to strengthen our financial position and is in pursuit of a de-leveraging that will create a more resilient capital structure and effective business. This will allow us to continue to execute our strategy to reimagine the most immersive cinema experiences for our guests through the latest and most cutting- edge screen formats and enhancements to our flagship theatres. Our goal remains to further accelerate our strategy so we can grow our position as the best place to watch a movie," Greidinger continued. About Cineworld Group London-based Cineworld Group PLC was founded in 1995 and is the world's second-largest cinema chain. Cineworld operates 751 sites with 9,000 screens in 10 countries, including the Cineworld and Picturehouse screens in the UK and Ireland, Yes Planet in Israel, and Regal Cinemas in the United States. According to The Guardian, the Griedinger family, including Mooky's brother and deputy chief executive, Israel, have struggled to maintain control of the ailing business but have been forced to reduce their stake from 28% in recent years. Cineworld's top five investors include the Chinese Jangho Group at 13.8%, Polaris Capital Management (7.82%), Aberdeen Standard Investments (4.98%) and Aviva Investors (4.88%). The London-listed Cineworld, which has run up debt of more than $4.8 billion after losses soared during the pandemic, is pinning its hopes on a meatier slate of movies in 2022 to bounce back from a two-year lull. Cineworld Group plc and 104 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90168) on Sept. 7, 2022, estimating more than $1 billion in assets and debt. Judge Marvin Isgur oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as bankruptcy counsels; PJT Partners, LP as investment banker; AlixPartners, LLP as restructuring advisor; and Ernst & Young, LLP as tax services provider. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Sept. 23, 2022. The committee tapped Weil, Gotshal & Manges, LLP and Pachulski Stang Ziehl & Jones, LLP as legal counsels; FTI Consulting, Inc., as financial advisor; and Perella Weinberg Partners, LP as investment banker. CLEAN ENERGY: Incurs $1 Million Net Loss in First Quarter --------------------------------------------------------- Clean Energy Technologies, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.04 million on $2.90 million of sales for the three months ended March 31, 2023, compared to a net loss of $112,588 on $775,266 of sales for the three months ended March 31, 2022. As of March 31, 2023, the Company had $12.09 million in total assets, $6.09 million in total liabilities, and $6 million in total stockholders' equity. The Company had a working capital of $2,377,048 as of March 31, 2023. The company also had an accumulated deficit of $18,350,395 as of March 31, 2023. Therefore, the Company said, there is substantial doubt about the ability of the Company to continue as a going concern. There can be no assurance that the Company will achieve its goals and reach profitable operations and is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to generate positive cash flow from operations. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1329606/000149315223018534/form10-q.htm About Clean Energy Headquartered in Costa Mesa, California, Clean Energy Technologies, Inc. -- http://www.cetyinc.com-- designs, produces and markets clean energy products and integrated solutions focused on energy efficiency and renewables. The Company provides waste heat recovery solutions, waste to energy solutions, and engineering, consulting and project management solutions. Clean Energy reported net profit of $147,395 for the year ended Dec. 31, 2022, compared to net profit of $278,492 for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $8.11 million in total assets, $6.24 million in total liabilities, and $1.88 million in total stockholders' equity. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has an accumulated deficit, a working capital deficit and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. CLUBHOUSE MEDIA: Further Reduces Company Debt by $78K ----------------------------------------------------- Clubhouse Media Group, Inc. announced that it has reduced its outstanding debt by approximately $78,000. Its outstanding debt to noteholders remains approximately $4.2 million (not including accrued interest), following the reduction. "We've managed to eliminate another outstanding note," said Scott Hoey, chief financial officer of Clubhouse Media. "Our goal is to continue making progress in reducing our overall debt and strengthening our balance." About Clubhouse Media Las Vegas, Nevada-based Clubhouse Media Group, Inc. is an influencer-based social media firm and digital talent management agency. The Company offers management, production and deal-making services to its handpicked influencers. The Company's management team consists of successful entrepreneurs with financial, legal, marketing, and digital content creation expertise. Clubhouse Media reported a net loss of $7.53 million for the year ended Dec. 31, 2022, compared to a net loss of $22.24 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $1.24 million in total assets, $8.92 million in total liabilities, and a total stockholders' deficit of $7.68 million. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has stockholder's deficit, net losses, and negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. CONNECTED FERTILITY: Taps Moon Wright & Houston as Counsel ---------------------------------------------------------- Connected Fertility Monitoring, PLLC seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Moon Wright & Houston, PLLC as bankruptcy counsel. Moon Wright & Houston, PLLC as its bankruptcy counsel. The firm's services include: a. providing legal advice with respect to its powers and duties as debtor in possession in the continued operation of its business affairs and management of its properties; b. negotiating, preparing, and pursuing confirmation of a Chapter 11 plan and approval of a disclosure statement (if applicable), and all related reorganization agreements and/or documents; c. preparing necessary applications, motions, answers, orders, reports, and other legal papers on behalf of the Debtor; d. representing the Debtor in litigation arising from or relating to the bankruptcy estate; e. appearing in court to protect the interests of the Debtor; and f. performing all other legal services for the Debtor that may be necessary and proper in the Chapter 11 proceeding. The firm will be paid at these rates: Richard S. Wright $575 per hour Andrew T. Houston $550 per hour Caleb Brown $375 per hour Shannon L. Myers, Paralegal $185 per hour Jaime Schaedler, Assistant $150 per hour In addition, the firm will seek reimbursement for expenses incurred. Richard Wright, Esq., an attorney at Moon Wright & Houston, 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: Richard S. Wright, Esq. Moon Wright & Houston, PLLC 212 N. McDowell Street, Suite 200 Charlotte, NC 28204 Telephone: (704) 944-6560 Facsimile: (704) 944-0380 Email: rwright@mwhattorneys.com About Connected Fertility Monitoring Connected Fertility Monitoring PLLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.C. Case No. 23-30287) on April 28, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Moon Wright & Houston, PLLC. DAVID'S BRIDAL: Sets Store Closure Dates, Cuts 147 Wisconsin Jobs ----------------------------------------------------------------- 7 WSAW-TV reports that David's Bridal says all of its stores and its corporate offices will close this summer of 2023. Store employees' jobs are already being phased out. David's Bridal says Wisconsin stores will close between June 12 and August 11, 2023. August 11 is the date the company's corporate offices will close. David's Bridal has six stores in Wisconsin, including Fox River Mall in Grand Chute and Shoppes at the Village in Ashwaubenon. Nationwide, the company is eliminating over 10,000 jobs and closing stores on two continents. In April, David's Bridal filed for Chapter 11 bankruptcy protection for the second time in five years. David's Bridal told the Wisconsin Department of Workforce Development in April 2023 it didn't provide earlier notice of the job losses required by WARN (Worker Adjustment and Retraining Notification) Acts, believing it falls under the exceptions of a "faltering company" with "unforeseeable business circumstances." Lisa Schiller, Better Business Bureau of Wisconsin, advised brides-to-be who have orders at David's Bridal, "You'll want to get your receipts in order, your proof of purchase, any other documents like warranty or manuals, anything that goes along with the purchase you made. And then check with the bank or credit card company you used to make that purchase." About David's Bridal David's Bridal, based in Conshohocken, Pa., and its affiliated entities are international bridal and special occasion retailers. They sell a broad assortment of bridal gowns, bridesmaid dresses, special occasion dresses and accessories. Then with over 300 stores, David's Bridal, Inc., and its three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-12635) on Nov. 19, 2018. The Hon. Laurie Selber Silverstein was the case judge. Debevoise & Plimpton LLP served as the Company's legal advisor, Evercore LLC was the financial advisor and AlixPartners LLP was the restructuring advisor. In January 2019, David's Bridal successfully emerged from Chapter 11 bankruptcy and completed its financial restructuring. With 294 stores across the United States, Canada, and United Kingdom, David's Bridal, LLC, f/k/a David's Bridal, Inc., and five affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 23-13131) on April 16, 2023, listing $100 million to $500 million in both estimated assets and estimated liabilities. The Hon. Christine M. Gravelle presides over the Debtors' new Chapter 11 cases. Joshua A. Sussberg, P.C., Christopher T. Greco, P.C., Rachael M. Bentley, Esq., and Alexandra Schwarzman, P.C., at Kirkland & Ellis LLP; and Michael D. Sirota, Esq., Felice R. Yudkin, Esq., and Rebecca W. Hollander, Esq., at Cole Schotz P.C., serve as counsel to the Debtors in the new Chapter 11 cases. The Debtors' financial advisor is Berkeley Research Group, LLC; investment banker is Houlihan Lokey Capital, Inc.; liquidation consultant is Gordon Brothers Retail Partners, LLC; and claims and noticing agent is Omni Agent Solutions. DESOLATION HOLDINGS: Seeks to Hire Berkeley Research, Appoint CROs ------------------------------------------------------------------ Desolation Holdings LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Berkeley Research Group, LLC to provide Robert Duffy and Evan Hengel to serve as co-chief restructuring officers, and provide additional staffs. The firm will provide these services: (a) provide Robert Duffy and Evan Hengel to serve as Co-CRO; (b) assist with customer communications plan in advance of announcements and related restructuring; (c) assist with operational segregation efforts between entities in U.S. and elsewhere; (d) create intercompany matrix and help document policies and procedures; (e) prepare the Debtors for eventual bankruptcy filing by assisting counsel with first day motions; (f) help draft DIP term sheet and drive process to secure financing, if needed; (g) help formulate restructuring plan and treatment of remaining liabilities of the estate; and (h) assist with any other activities requested by Management. The firm will be paid $125,000 per month. The current standard hourly rates of the firm are as follows: Managing Directors $1,050 to $1,250 per hour Associate Directors/Directors $810 to $990 per hour Professional Staffs $395 to $795 per hour Support Staffs $175 to $350 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In the 90 days prior to the Petition Date, the firm received cash on account and payments totaling $689,518.96. As of the Petition Date, the firm holds $150,000 in cash on account from the Debtors. Mr. Hengel 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: Evan D. Hengel Berkeley Research Group, LLC 2029 Century Park E., Suite 1250 Los Angeles, CA 90067 Tel: (310) 499-4750 Fax: (310) 557-8982 Email: ehengel@thinkbrg.com About Desolation Holdings Desolation Holdings and three of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 23-10597) on May 8, 2023. Desolation Holdings' affiliates are Bittrex, Inc., Bittrex Malta Holdings Ltd. and Bittrex Malta Ltd. Bittrex is a regulated digital assets exchange platform. At the time of filing, the Debtors estimated consolidated assets of $500 million to $1 billion in assets and $500 million to $1 billion in liabilities. Hon. Brendan Linehan Shannon presides over the cases. The petitions were signed by Evan Hengel as co-chief restructuring officer of Bittrex, Inc., Desolation Holdings, LLC, Bittrex Malta Holdings, Ltd., and Bittrex Malta Ltd. Young Conaway Stargatt & Taylor, LLP represents the Debtor as counsel. Berkeley Research Group, LLC is the Debtors' restructuring advisor. DESTINED PROPERTIES: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Destined Properties, LLC 1342 W. Industrial Road Cedar City, UT 84721 Chapter 11 Petition Date: May 31, 2023 Court: United States Bankruptcy Court District of Utah Case No.: 23-22264 Judge: Hon. William T. Thurman Debtor's Counsel: Jeremy C. Sink, Esq. KIRTON MCCONKIE 36 S. State Street Suite 1900 Salt Lake City, UT 84111 Tel: 801-239-3157 Email: jsink@kmclaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James L. Haslem as authorized representative of the Debtor. 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/HEO3API/Destined_Properties_LLC__utbke-23-22264__0001.0.pdf?mcid=tGE4TAMA DIANE MARIE BAGGERLY: Court Sets Trial on Crystal River Asset Sale ------------------------------------------------------------------ Judge Jason A. Burgess of the U.S. Bankruptcy Court for the Middle District of Florida was set to convene a hearing on June 1, 2023, at 10:00 a.m., to consider Diane Marie Baggerly's sale of the following real properties: 5601 N Equestrian Terrace, in Crystal River, Florida and 10960 West Bentbow Path, in Crystal River, Florida. The parties will exchange names and addresses of witnesses within 14 days of the date of entry of the Order and will comply with all requirements of Local Rules 7001-1 and 9070-1 concerning Exhibits. They will exchange exhibits no later than seven days before the date set for trial. The Counsel for all parties will confer within seven days prior to the trial and seek in good faith to settle the case. Diane Marie Baggerly sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 23-00001) on Jan. 2, 2023. The Debtor tapped Richard Perry, Esq., as counsel. DIEBOLD NIXDORF: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: Diebold Holding Company, LLC 50 Executive Parkway Hudson OH 44236 Business Description: Diebold Nixdorf, Incorporated automates, digitizes and transforms the way people bank and shop. As a partner to the majority of the world's top 100 financial institutions and top 25 global retailers, its integrated solutions connect digital and physical channels conveniently, securely and efficiently for millions of consumers each day. Chapter 11 Petition Date: June 1, 2023 Court: United States Bankruptcy Court Southern District of Texas Ten affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Diebold Holding Company, LLC (Lead Case) 23-90602 Diebold Nixdorf, Incorporated 23-90605 Diebold Nixdorf Technology Finance, LLC 23-90603 Diebold Global Finance Corporation 23-90606 Diebold SST Holding Company, LLC 23-90609 Diebold Self-Service Systems 23-90607 Griffin Technology Incorporated 23-90612 Impexa, LLC 23-90601 Diebold Nixdorf Canada, Limited 23-90610 Diebold Canada Holding Company Inc. 23-90608 Debtors' Counsel: Matthew D. Cavenaugh, Esq. JACKSON WALKER LLP 1401 McKinney Street Suite 1900 Houston TX 77010 Tel: (713) 572-4200 Email: mcavenaugh@jw.com - and - JONES DAY Debtors' Special Counsel: DUCERA PARTNERS LLC Debtors' Investment Banker: FTI CONSULTING, INC Debtors' Claims & Noticing Agent: KROLL RESTRUCTURING ADMINISTRATION, LLC Total Assets as of March 31, 2023: $3,090.7 million Total Debts as of March 31, 2023: $2,571.7 million The petitions were signed by Jonathan B. Leiken as president. Full-text copies of two of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MQL7ECQ/Diebold_Holding_Company_Inc__txsbke-23-90602__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/NLNKBUI/Diebold_Nixdorf_Incorporated__txsbke-23-90605__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. U.S. Bank Global Unsecured Debt $72,895,216 Corporate Trust (8.5% Senior Notes Due 2024 Trustee) Attn: David A. Schlabach, Vice President/Relationship Manager 1350 Euclid Avenue, Suite 1100 Cleveland, OH 44115 Tel: 216.623.5987 Fax: 216.623.9259 E‐mail: david.schlabach@usbank.com 2. Accenture International Trade Claim $31,455,988 Limited Attn: Sharma Sukanya 1 Grand Canal Square Grand Canal Harbour Dublin 2 D02 P820 Ireland E‐mail: sukanya.sharma@accenture.com 3. Ernst & Young LLP Trade Claim $23,312,012 Attn: Walters Gina, Associate Director 200 Plaza Drive Secaucus, NJ 07094 Phone: 313‐628‐8402 E‐mail: gina.walters@ey.com 4. The Act 1 Group Inc. Trade Claim $3,604,079 Attn: Leon Andrea 50 Paxman Road Etobicoke, ON M9C 1B7 Canada Phone: 310‐750‐3400 Email: aleon@agile1.com 5. Element Fleet Corporation Trade Claim $3,281,212 Attn: Bettis Rick 940 Ridgebrook Road Sparks, MD 21152 Phone: 410‐771‐2302 Email: rbettis@elementcorp.com 6. Nidec Instruments Trade Claim $2,919,537 America Corporation Attn: Wicker Krista 275 Northridge Dr Shelbyville, IN 46176 Phone: 317‐421‐2220 Email: kwicker@us.nidec‐sankyo.com 7. Arcatech Systems Trade Claim $2,898,684 Attn: Brian Boffo 12215 Waters Park Rd Austin, TX 78759 Phone: 919‐442‐2532 Email: brianb@arcatechsystems.com 8. RXO Managed Transport LLC Trade Claim $2,225,623 Attn: Chelcie Baldwin 11215 North Community House Road Charlotte, NC 28277 Phone: 980‐495‐8409 Email: chelcie.baldwin@rxo.com 9. Alexander Mann Solutions Trade Claim $2,081,046 Corporation Attn: Chris Allen 1301 E 9th Street Cleveland, OH 44114 Phone: 561‐212‐5851 Email: chris.allen@alexmann.com 10. Dormakaba USA Inc. Trade Claim $2,056,746 Attn: Rachel Mango 6161 E 75th Street Indianapolis, IN 46250 Phone: 859‐977‐3538 Email: rachel.mango@dormakaba.com 11. Oracle America Inc. Trade Claim $2,045,707 Attn: Steve Paynter 500 Oracle Parkway Redwood City, CA 94065 Phone: 866‐491‐2250 Email: cash‐appsin_ww@oracle.com 12. Hilscher Clarke Electric Trade Claim $1,851,632 Attn: Mike Davis 519 4th St NW Canton, OH 44703 Phone: 330‐323‐4856 Email: mdavis@hilscher‐clarke.com 13. Microsoft Corporation Trade Claim $1,841,528 Attn: Dannette Roberts One Microsoft Way Redmond, WA 98052 Phone: 510‐427‐0137 Email: dannettr@microsoft.com 14. KPMG LLP Trade Claim $1,627,010 Attn: Shirley Haidle 3 Chestnut Ridge Road Montvale, NJ 07645‐0435 Phone: 801‐237‐1464 Email: shaidle@kpmg.com 15. PC Partner Ltd. Trade Claim $1,588,359 Attn: Sam Ng No. 1 Queen's Road Central Hong Kong China Phone: 26876858 Email: samng@pcpartner.com 16. Cennox Inc. Trade Claim $1,571,247 Attn: Amy Mill 3010 Santa Fe Court Missoula, MT 59808 Phone: 406‐251‐5041 Email: amy.mill@cennox.com 17. PricewaterhouseCoopers LLP Trade Claim $1,335,000 Attn: Cheryl Hall One North Wacker Chicago, IL 60606 Phone: 216‐875‐3553 Email: cheryl.a.hall@us.pwc.com 18. HQI LLC Trade Claim $1,270,838 Attn: Vincent Sivori 920 Bloomfield Rd Springfield, KY 40069 Phone: 502 502‐643‐5703 Email: vincent.sivori@yahoo.com 19. PRIMAT d.d. Trade Claim $1,113,783 Attn: Irena Ocvirk Industrijska ulica 22 Maribor 2000 Slovenia Phone: +386 2 250 76 92 Email: irena.ocvirk@primat.si 20. Inspur Financial Trade Claim $1,109,322 Information Technology Co Ltd. Attn: Bright Xia No. 818 Wusong Road Su Zhou 215124 China Phone: 86 21 6081 9439 Email: xiajianguo@inspur.com 21. Trinamix Inc. Trade Claim $1,084,380 Attn: Prantik Chakraborty 123 E San Carlos St, Unit 15 San Jose, CA 95112 Phone: 925‐548‐7817 Email: prantik.chakraborty@trinamix.com 22. National Services LLC Trade Claim $1,042,839 Attn: Walt Bearden 315 Trane Drive Knoxville, TN 37919 Phone: 865‐405‐2336 Email: waltb@nsa.bz 23. Defy Security LLC Trade Claim $961,543 Attn: Rocky Bowermaster 375 Southpointe Blvd Ste 210 Canonsburg, PA 15317‐8587 Phone: 937‐418‐3102 Email: rocky@defysecurity.com 24. Partners In Tech Services Inc. Trade Claim $957,684 Attn: Ashley Gropack 990 Corporate Drive Suite 610 Westbury, NY 1159 Phone: 732‐580‐3390 Email: ashley@partnerstechs.com 25. Acbel Polytech Inc. Trade Claim $947,089 Attn: Jessica Li No.159, Sec. 3, Danjin Rd. Tamsui Dist., New Taipei City 251 Taiwan Phone: 011‐886‐2‐2623‐6530 Email: jessica_li@apitech.com.tw 26. Yongzhou Yalide Technology Co Ltd Trade Claim $909,967 Attn: Jack Zhao No. 121 Lane One The Third Industry Area Matigang Dalingshan Dongguan, Guangdong 523810 China Phone: 15831031770 Email: cjcrubber@cjcmotor.com 27. Shell Oil Products US Trade Claim $905,530 Attn: Brian Edmonds 3333 Highway 6 South Houston, TX 77082 Phone: 713‐241‐8276 Email: brian.edmonds@shell.com 28. St. Moritz Security Services Inc. Trade Claim $883,973 Attn: Brian Fiscus 4600 Clairton Blvd Pittsburgh, PA 15236 Phone: 412‐885‐3144 Email: bfiscus@smssi.com 29. Tri Star Inc. Trade Claim $867,266 Attn: Lisa Zhou No. 1888 Jintong Avenue, Tongzhou Development Area Tongzhou, Jiangsu 226300 China Phone: +86 513 86557000 Email: lisazhou@tristarinc.com 30. Clinton Electronics Corporation Trade Claim $813,305 Attn: Judy Laird 6701 Clinton Road Loves Park, IL 61111 Phone: 815‐921‐8062 Email: jlaird@clintonelectronics.com DIEBOLD NIXDORF: S&P Downgrades ICR to 'CC', Outlook Negative ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Diebold Nixdorf Inc. to 'CC' from 'CCC', its issue-level rating on its existing and extended term loans and secured notes to 'CC' from 'CCC', our issue-level rating on its unsecured and second-lien debt to 'C' from 'CC', and its issue-level rating on its super-priority term loan to 'CCC' from 'B-'. S&P's recovery ratings on the debt are unchanged. At the same time, S&P removed its issuer credit rating on the company from CreditWatch, where S&P placed it with negative implications on March 22, 2023. The negative outlook reflects S&P's expectation for a conventional default upon Diebold's execution of its Chapter 11 bankruptcy and Dutch restructuring filings to implement its RSA. The downgrade follows Diebold's announcement on May 30, 2023, that it has entered into a RSA with certain lenders to restructure its debt profile and provide it with additional liquidity. The company expects to implement the RSA through a Chapter 11 filing and Dutch scheme proceedings. Diebold entered into this agreement with creditors who hold a significant majority of its outstanding secured term loan debt and secured notes, including approximately 80.4% of its super-priority credit facility, approximately 79% of its first lien term loan, approximately 78% of the its first-lien notes, and approximately 58.3% of its second-lien notes. The restructuring transactions remain subject to certain conditions, as well as the negotiation of further definitive agreements. The company expects to consummate the transactions in the third quarter of 2023. This restructuring follows the transaction support agreement Diebold announced in October 2022 to provide it with further liquidity while extending its maturity runway. Since then, the company has continued to face challenges in executing its turnaround, which has raised substantial doubts about its ability to continue as a going concern. While Diebold's backlog remains strong, it has faced heightened liquidity pressures due to the increased cash usage to achieve its demand forecast, the slower-than-expected conversion of its inventory into revenue, its significant payments to its suppliers, and the reduced borrowing base availability under its asset-based lending (ABL) facility, all of which have led to a steep decline in its liquidity profile. According to the company's disclosures, Diebold Nixdorf and certain of its subsidiaries will seek approval of a $1.25 billion debtor-in-possession (DIP) term loan credit facility, which will be provided by certain of its existing first-lien lenders, on the terms set forth in the DIP term sheet. Diebold will use the proceeds from the DIP facility to repay its super-priority term loan, repay the ABL facility, cash collateralize its letters of credit, pay costs and reasonable and documented out-of-pocket fees and expenses related to the court-supervised restructuring proceedings, make certain "adequate protection payments", and fund its working capital and expenditure needs--as well as those of its non-debtor affiliates--during the court supervised restructuring proceedings. The negative outlook reflects S&P's expectation that Diebold will execute a debt restructuring that it deems tantamount to a default or default on its debt obligations by filing for Chapter 11 bankruptcy protection. ESG credit indicators: E-2, S-3, G-2 Social factors are a modestly negative consideration in S&P's credit rating analysis because it expects the role of physical cash as a means of exchange to decline over time. Access to other methods of payments, such as wire transfers and mobile-to-mobile payments, is rising and it expects the need for ATM hardware will decline as the use of alternative payments expands. DIGIPATH INC: Incurs $67,498 Net Loss in Second Quarter ------------------------------------------------------- DigiPath, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $67,498 on zero revenue for the three months ended March 31, 2023, compared to a net loss of $373,596 on zero revenue for the three months ended March 31, 2022. For the six months ended March 31, 2023, the Company reported a net loss of $307,828 on $0 of revenues compared to a net loss of $651,199 on $0 of revenues for the six months ended March 31, 2022. As of March 31, 2023, the Company had $1.11 million in total assets, $3.68 million in total liabilities, $333,600 in series B convertible preferred stock, and a total stockholders' deficit of $2.91 million. The Company had negative working capital of $2,993,815 an accumulated recurring losses of $20,316,599, and $115,868 of cash on hand, which may not be sufficient to sustain operations. DigiPath said, "These factors raise substantial doubt about the Company's ability to continue as a going concern. Management is actively pursuing new customers to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short-term operations. Management believes these factors will contribute toward achieving profitability." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1502966/000149315223019365/form10-q.htm About DigiPath Headquartered in Las Vegas, Nevada, Digipath, Inc. -- http://www.digipath.com-- offers full-service testing lab for cannabis, hemp and ancillary cannabis and hemp infused products serving growers, dispensaries, caregivers, producers, patients and eventually all end users of cannabis and botanical products. DigiPath reported a net loss of $2.06 million for the year ended Sept. 30, 2022, compared to a net loss of $686,503 for the year ended Sept. 30, 2021. As of Dec. 31, 2022, the Company had $1.18 million in total assets, $3.73 million in total liabilities, $333,600 in series B convertible preferred stock, and a total stockholders' deficit of $2.88 million. Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Jan. 17, 2023, citing that the Company has recurring losses from operations and insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. DLOUX PROPERTIES: Taps West & West as Legal Counsel --------------------------------------------------- Dloux Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ West & West Attorneys at Law, P.C. as its legal counsel. The firm's services include: (a) advising the Debtor as to its powers and duties in the continued operation of its business and management of its properties during bankruptcy; (b) taking actions to preserve and protect the Debtor's assets, including, if required by the facts and circumstances, the prosecution of adversary proceedings and other actions on the Debtor's behalf, the defense of actions commenced against the Debtor, negotiations concerning litigation in which the Debtor is involved, objection to the allowance of any objectionable claims filed against the Debtor's estate and estimation of claims against the estate where appropriate; (c) preparing legal documents; (d) assisting the Debtor in the development, negotiation and confirmation of a plan of reorganization and the preparation of a disclosure statement; and (e) other necessary legal services. The firm will be paid at these rates: Dean W. Greer, Esq. $400 per hour Paralegals $100 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Prior to the bankruptcy filing, the Debtor paid the firm $7,552. The Debtor also paid a retainer of $9,291 of which $1,738 was used to pay the bankruptcy filing fee. Dean Greer, Esq., a partner at West & West, 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: Dean W. Greer, Esq. West & West Attorneys at Law, P.C. 2929 Mossrock, Ste. 204 San Antonio, TX 78230 Tel: (210) 342-7100 Fax: (210) 342-3633 Email: dean@dwgreerlaw.com About Dloux Properties Dloux Properties, LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the fee simple owner of an improved property located at 4079 Salt Branch Loop, Gillespie County, valued at $1.75 million. Dloux Properties filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Tex. Case No. 23-50568) on May 8, 2023, listing $1,750,000 in assets and $1,275,555 in liabilities. Juan Iribarren as managing member, signed the petition. West & West Attorneys at Law, P.C. serves as the Debtor's legal counsel. EAGLE MECHANICAL: $15.6K Sale of Personal Property to Saxton Okayed ------------------------------------------------------------------- Judge James M. Carr of the U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, authorized Eagle Mechanical Inc.'s private sale of personal property to Shiel Saxton for $15,647.36. The sale is free and clear of any interest, lien, or encumbrance. At the closing of the sale, the net proceeds of the purchase price will be remitted directly to First Merchants Bank in partial satisfaction of the amounts owed by the Debtor to the bank that are, in part, secured by its lien on the assets, without further order of the Court. The Debtor will file a report of the sale within 14 days after closing of the private sale occurs. About Eagle Mechanical Inc. Eagle Mechanical Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-00291) on January 27, 2023. In the petition signed by Rogelio Mancilla Jr., chief executive officer, the Debtor disclosed $7,751,209 in assets and $9,136,761 in liabilities. Judge James M. Carr oversees the case. Weston Overturf, Esq., at Overturf Fowler LLP, is the Debtor's legal counsel. ELIZABETH JANE: Court OKs Cash Collateral Access Thru July 31 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, authorized Elizabeth Jane, Inc. to use cash collateral on an interim basis in accordance with the budget through July 31, 2023. The Debtor requires the use of cash collateral to pay ordinary business expenses. On the Petition Date, the Debtor owed $124,493 to M&T Bank, evidenced by, among other things, an SBA Express term loan promissory note in the original amount of $200,000. On July 19, 2019, M&T filed a UCC-1 Financing Statement with the Maryland State Department of Assessments and Taxation, asserting a first-priority lien on and against all assets of the Debtor. M&T asserts a security interest in and lien upon, among other things, all accounts receivable, inventory, equipment, and the proceeds of the Debtor. As adequate protection, the Debtor will make adequate protection payments to M&T in the amount of $1,750 on or before June 5, 2023 and July 5, 2023, without prejudice to M&T's right to seek different or other adequate protection in any subsequent cash collateral order. To the extent the cash collateral is used by the Debtor and such use results in a diminution of the value of the cash collateral, M&T is entitled, a replacement lien in and to all post-petition assets of the Debtor, of any kind or nature whatsoever, real or personal, whether now existing or hereafter acquired, and the proceeds of the foregoing, to the same extent and with the same priority as M&T's interest in the Pre-Petition Collateral. The liens and security interests granted to M&T, including the Adequate Protection Liens, will become and are duly perfected without the necessity for the execution, filing or recording of financing statements, security agreements and other documents which might otherwise be required pursuant to applicable non-bankruptcy law for the creation or perfection of such liens and security interests. A final hearing on the matter is set for July 17 at 3 p.m. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=DB4PFW from PacerMonitor.com. The Debtor projects $101,520 in total income and $98,764 in total expenses for June 2023. About Elizabeth Jane, Inc. Elizabeth Jane, Inc. is a Maryland corporation formed in 2011. The Debtor operates a retail store located in Ellicott City, Maryland. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-12802) on April 24, 2023. In the petition signed by Tamara Beideman, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge David E. Rice oversees the case. Steven L. Goldberg, Esq., at McNamee Hosea, P.A., represents the Debtor as legal counsel. ENTEC SERVICES: Taps Law Offices of Craig M. Geno as Counsel ------------------------------------------------------------ Entec Services, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ the Law Offices of Craig M. Geno, PLLC as counsel. the Law Offices of Craig M. Geno, PLLC as its counsel. The firm will render these legal services: (a) advise the Debtor regarding questions arising from certain contract negotiations which will occur during its business operation; (b) evaluate and object to claims of various creditors; (c) appear in, prosecute, or defend suits and proceedings, and take all necessary steps and other matters connected with the affairs of the Debtor's estate; (d) represent the Debtor in court hearings and assist in the preparation of legal papers; (e) advise and consult with the Debtor in connection with any reorganization plan; and (f) perform such other legal services on behalf of the Debtor. The firm will be paid at these rates: Craig M. Geno, Esq. $450 per hour Associates $275 per hour Paralegals $250 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $12,000, which includes $1,738 filing fee. Craig Geno, Esq., an attorney at the Law Offices of Craig M. Geno, PLLC, 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 at: Craig M. Geno, Esq. Law Offices of Craig M. Geno, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: (601) 427-0048 Email: cmgeno@cmgenolaw.com About Entec Services Entec Services, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Miss. Case No. 23-01141) on May 15, 2023. The Debtor hires the Law Offices of Craig M. Geno, PLLC as counsel. ENVISION HEALTHCARE: U.S. Trustee Appoints Creditors' Committee --------------------------------------------------------------- The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Envision Healthcare Corporation and its affiliates. The committee members are: 1. Wilmington Trust, National Association, as trustee for the Senior Notes 1100 North Market Street Wilmington, DE 19890-1605 Attention: Jennifer Provenzano Phone: 302-427-4681 Email: jprovenzano@wilmingtontrust.com 2. Zotec Partners, LLC One Zotec Way Carmel, IN 46032 Attention: Dean Burger Phone: 317-989-2668 Email: dburger@zotecpartners.com 3. Renaissance Radiology Medical Group Inc. 2603 Main Street, Suite 200 Irvine, CA 92614 Attention: Dr. Monika Keif-Garcia Phone: 949-333-7777 Email: monikakg@yahoo.com 4. Laurie Clark 460 Nichols Rd, Suite 200 Kansas City, MO 64112 Attention: Laurie Clark Phone: 816-714-7115 Email: laurieclarknp@gmail.com 5. StaffCare Inc. 8840 Cypress Waters Blvd., Suite 300 Dallas, TX 75019 Attention: Bonnie B. Reinke Phone: 817-905-2765 Email: Bonnie.Reinke@amnhealthcare.com 6. Velocity, A Managed Services Company 6936 Spring Valley Dr. Holland, OH 43528 Attention: James Rothschild Phone: 567-803-0194 Email: jrothschild@velocitymsc.com 7. Softtek Integration Systems, Inc. 15503 Dallas Parkway, Suite 200 Addison, TX 75001 Attention: Roberto Arratia Phone: +52 811-044-7984 Email: Roberto.arratia@softtek.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Envision Healthcare Corporation Envision Healthcare Corporation -- http://www.EnvisionHealth.com/ -- is a 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 May 15, 2023, Envision Healthcare Corporation and 216 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N. Texas Lead Case No. 23-90342). The cases are pending before the Honorable Christopher M. Lopez. Envision has estimated assets and liabilities in the range of $1 billion to $10 billion each. Judge Christopher M. Lopez oversees the cases. 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 ENVISTACOM LLC: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------------- The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Envistacom, LLC. The committee members are: 1. MAG Aerospace 12730 Fair Lakes Circle, Suite 600 Fairfax, VA 22033 Attn: Nicholas Veasey Email: nicholas.veasey@magaero.com Phone: (571) 482-5001 Represented by: Lorna DeRosa lorna.derosa@magaero.com General Counsel Phone: 703.376.8993 -- and -- Matthew W. Levin Scroggins & Williamson, P.C. 4401 Northside Parkway, Suite 450 Atlanta, GA 30327 Phone: (404) 893-3880 Email: mlevin@swlawfirm.com 2. Kratos Antenna Solutions Corporation 3801 E. Plano Pkwy Suite 200 Plano, TX 75074 Phone: 708.301.2379 Represented by: Danny Puckett Senior Corporate Attorney 10680 Treena Street, 6th Floor San Diego, CA 92131 Phone: (770) 688-3958 Email: danny.puckett@kratosdefense.com 3. Linchpin Solutions, Inc. 6175 Guardian Gateway, Suite L Aberdeen Proving Ground, MD 21005 Attn: Paul Frese Phone: (678) 296-1989 Email: pfrese@linchpinsolutions.com Represented by: Heather D. Brown Brown Law, LLC 138 Bulloch Avenue Roswell, GA 30075 Phone: (404) 994-4300 Email: heather@hdbrownlaw.com 4. LNO, Inc. 725 Industrial Park Dr. Evans, GA 30809 Attn: Dean Orial, President Phone: (762) 994-0932 Email: dean.orial@lno-inc.com Robert Seladis, VP of Finance Phone: (706) 922-8895 Email: robert.seladis@lno-inc. Represented by: Brooks Hudson Hull Barrett PC 801 Broad Street, 7th Floor, Augusta, GA 30901 Phone: 706-722-4481 Email: bhudson@hullbarrett.com -- and -- Mike Radovcic The Schroeder Group 5717 NW 132nd St, Oklahoma City, OK 73142 Phone: 405-849-9596 Email: mr@tsgattorneys.com 5. Gulf Project Solutions General Trading & Contracting Co. W.L. [GPS] Munira Commercial Complex Building 40/1, Floor #5 Salem Al-Mubarak Street Block 7, Salmiya P.O, Box 6149 State of Kuwait Tel: +965 2571-1132 Cell: +965 9893-1219 www.gps-gulf.com Attn: Priya Haridas pharidas@gps-gulf.com Phone: +965 9721-7024 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Envistacom A group of creditors including MAG DS Corp., Amentum Services Inc., SteelGate LLC, Momentum Decisive Solutions USA Inc., and L3 Technologies, Inc. filed a Chapter 7 petition against Envistacom, LLC on March 21, 2023. The petitioning creditors are represented by Matthew Levin, Esq. On May 10, 2023, the Chapter 7 case was converted to one under Chapter 11 (Bankr. N.D. Ga. Case No. 23-52696). Judge Jeffery W. Cavender oversees the case. McDermott Will & Emery, LLP serves as legal counsel for Envistacom. ESCO LTD: Deadline to File Claims Slated for June 30 ---------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland set June 30, 2023, as the last date for all creditors holding or wishing to assert unsecured or secured, priority or non-priority claims against ESCO Ltd. to file their proofs of claim. The Court also set Sept. 27, 2023, as the deadline for governmental units to file their claims against the Debtor. For any proof of claim to validly and properly filed, a signed original of the completed proof of claim form, together with accompanying documentation, must be submitted to Stretto, either by mail or hand delivery or electronically using the interface available on Stretto's website at https://cases.stretto.com/ShoeCity on the applicable date. Proof of claim forms delivered to Stretto by first-class mail, hand delivery, or overnight courier should be addressed and sent to: ESCO Ltd. Claims Processing Center c/o Stretto 410 Exchange, Suite 100 Irvine, CA 92602 Additionally, proof of claim forms may be delivered electronically using Stretto's Website at http://cases.stretto.com/ShoeCity/ Proof of claim forms are available at https://www.uscourts.gov/services-forms/forms. About ESCO Ltd. ESCO, Ltd., a retailer of apparel and footwear, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 23-12237) on March 31, 2023. In the petition signed by Stanley W. Mastil, chief restructuring officer, the Debtor disclosed up to $50 million in both assets and liabilities. The Debtor tapped Polsinelli PC as its bankruptcy counsel and Gavin/Solmonese, LLC as chief restructuring officer (CRO). Stretto, Inc. is the claims and noticing agent. The U.S. Trustee for Region 4 appointed an official committee to represent unsecured creditors in the Chapter 11 case of ESCO, Ltd. Kelley Drye & Warren LLP represents the Committee as its counsel. ETHEMA HEALTH: Posts $176K Consolidated Net Loss in First Quarter ----------------------------------------------------------------- Ethema Health Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a consolidated net loss of $175,717 on $1.30 million of revenues for the three months ended March 31, 2023, compared to a consolidated net loss of $164,985 on $1.02 million of revenues for the three months ended March 31, 2022. As of March 31, 2023, the Company had $6.60 million in total assets, $16.04 million in total liabilities, and a total stockholders' deficit of $9.43 million. Ethema Health said, "At March 31, 2023 the Company has a working capital deficiency of $13.4 million, and total liabilities in excess of assets in the amount of $9.4 million. Management believes that current available resources will not be sufficient to fund the Company's planned expenditures over the next 12 months. These factors, individually and collectively indicate that a material uncertainty exists that raises substantial doubt about the Company's ability to continue as a going concern for one year from the date of issuance of these condensed interim consolidated financial statements. "The Company will be dependent upon the raising of additional capital through placement of common shares, and/or debt financing in order to implement its business plan and generating sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. If the Company obtains additional funds through arrangements with collaborators or strategic partners, the Company may be required to relinquish its rights to certain geographical areas, or techniques that it might otherwise seek to retain. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company's financial condition." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/792935/000190359623000455/grst_10q.htm About Ethema Health Headquartered in West Palm Beach, Florida, Ethema Health Corporation -- http://www.ethemahealth.com-- operates in the behavioral healthcare space specifically in the treatment of substance use disorders. Ethema developed a unique style of treatment over the last eight years and has had much success with in-patient treatment for adults. Boca Raton, Florida-based Daszkal Bolton LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has accumulated deficit of approximately $43.5 million and negative working capital of approximately $12.7 million at Dec. 31, 2022, which raises substantial doubt about its ability to continue as a going concern. EVERGLADES CITY: Taps Dal Lago Law as Bankruptcy Counsel -------------------------------------------------------- Everglades City Express, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Dal Lago Law as counsel. The firm's services include: a. providing the Debtor with legal advice with respect to its rights, duties, and powers in its Chapter 11 case, and compliance with the Bankruptcy Code, Bankruptcy Rules, Local Rules, and all orders issued by the court; b. preparing legal papers; c. prosecuting and defending any causes of action on behalf of the Debtor where special counsel is deemed unnecessary; d. assisting in the formulation of a plan of reorganization or liquidation; e. assisting the Debtor in considering and requesting the appointment of a trustee or examiner should such action become necessary; f. consulting with the Office of the United States Trustee and the Subchapter V trustee concerning the administration of the Debtor's estate, to the extent applicable; g. representing the Debtor at hearings and other judicial proceedings; and h. other necessary legal services. Dal Lago Law will be paid at the rate of $425 per hour for attorneys and $125 to $360 per hour for paraprofessionals. In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received from the Debtor a retainer of $20,000. Michael Dal Lago, Esq., a partner at Dal Lago Law, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael R. Dal Lago, Esq. Christian Garrett Haman, Esq. Dal Lago Law 999 Vanderbilt Beach Road, Suite 200 Naples, FL 34108 Telephone: (239) 571-6877 Email: mike@dallagolaw.com chaman@dallagolaw.com About Everglades City Express Everglades City Express, LLC, a company in Naples, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00356) on March 30, 2023, with as much as $1 million to $10 million in both assets and liabilities. Amy Denton Mayer has been appointed as Subchapter V trustee. Judge Caryl E. Delano oversees the case. Dal Lago Law serves as the Debtor's legal counsel. EVOKE PHARMA: Receives Noncompliance Notice From Nasdaq ------------------------------------------------------- Evoke Pharma, Inc. received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC, indicating that, based on the Company's stockholders' equity of $2.1 million as of March 31, 2023, as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, it is not in compliance with the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain stockholders' equity of at least $2.5 million. In addition, as of March 31, 2023, the Company did not meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations. The Notice has no immediate effect on the listing or trading of the Company's securities on the Nasdaq Capital Market. The Company has until July 10, 2023 to submit a plan to Nasdaq to regain compliance with the Nasdaq listing rules. If the Company's plan to regain compliance is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the letter for the Company to evidence compliance. The Company is evaluating various courses of action to regain compliance and intends to timely submit a plan to Nasdaq to regain compliance with the Nasdaq listing rules. However, there can be no assurance that the Company's plan will be accepted or that if it is, the Company will be able to regain compliance and maintain its listing on the Nasdaq Capital Market. If the Company's plan to regain compliance is not accepted or if Nasdaq does not grant an extension and the Company does not regain compliance within the requisite time period, or if the Company fails to satisfy another Nasdaq requirement for continued listing, Nasdaq could provide notice that the Company's securities will become subject to delisting. About Evoke Pharma Headquartered in Solana Beach, California, Evoke Pharma, Inc. -- http://www.evokepharma.com-- is a specialty pharmaceutical company focused primarily on the development of drugs to treat GI disorders and diseases. The Company is developing Gimoti, a nasal spray formulation of metoclopramide, for the relief of symptoms associated with acute and recurrent diabetic gastroparesis in adult women. Evoke Pharma reported a net loss of $8.22 million for the year ended Dec. 31, 2022, compared to a net loss of $8.54 million for the year ended Dec. 31, 2021. San Diego, California-based BDO USA, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 21, 2023, citing that the Company has suffered recurring losses and negative cash flows from operations since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. FARRAGUT HEALTH: Court Allows Sale of Knoxville Property to CTR --------------------------------------------------------------- Judge Suzanne H. Bauknight of the U.S. Bankruptcy Court for the Eastern District of Tennessee authorized Farragut Health Care Center, L.P.'s sale of the real and personal property located at 12823 Kingston Pike, in Knoxville, Tennessee, to CTR Partnership, L.P. The sale is free and clear of all liens and encumbrances. The sale is approved with Y-12 Federal Credit Union's payoff balance and the Knox County, Tennessee, property taxes being paid from the sale proceeds at closing. The Break-Up-Fee procedure set forth in paragraph 7 of the Debtor's motion is approved. About Farragut Health Care Center Farragut Health Care Center LP sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 22-31595) on Oct. 20, 2022, with up to $50 million in assets and up to $10 million in liabilities. Judge Suzanne H. Bauknight oversees the case. Lynn Tarpy, Esq., at Tarpy, Cox, Fleishman & Leveille, PLLC, serves as the Debtor's legal counsel. FULL CYCLE: Public Sale Auction Set for June 21 ----------------------------------------------- A public auction on June 21, 2023, at 10:00 a.m. PT, over Zoom, for the sale of certain collateral of Full Cycle BioPlastics Inc., which collateral include all of FCB's copyrights, patents -- including US Patents 11,377,672 and 10,465,214 -- and, subject to certain exceptions, trademarks, including FCB's proprietary tech relating to conversion of organic wast materials into compostable and biodegradable bioplastics The minimum bid is $100,000 in cash, which is subject to reserve. The secured creditor may credit bid its secured claim in whole or part. For more info on bidding and terms & conditions of sale, email maria.cho@faegredrinker.com. The auction will be conducted by Braun International. Full Cycle BioPlastics Inc. -- https://fullcyclebio.com -- provides plastic pollution, food waste, and climate change by transforming organic waste into PHA and oil-based plastics. GACE CONSULTING: Samuel Dawidowicz Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 2 appointed Samuel Dawidowicz as Subchapter V trustee for Gace Consulting Engineers DPC. Mr. Dawidowicz will be paid an hourly fee of $525 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Dawidowicz declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Samuel Dawidowicz 215 East 68th Street New York, NY 10065 (917) 679-0382 About Gace Consulting Gace Consulting Engineers DPC is a New York-based structural engineering firm founded in 1979. Gace Consulting Engineers filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y Case No. 23-10789) on May 17, 2023, with $2,924,588 in assets and $3,077,184 in liabilities. Alyson Sikorski, principal, signed the petition. Judge Lisa G. Beckerman oversees the case. Eric J. Snyder, Esq., at Wilk Auslander, LLP is the Debtor's legal counsel. GALAXY NEXT: Incurs $1.5 Million Net Loss in Third Quarter ---------------------------------------------------------- Galaxy Next General, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.48 million on $657,235 of revenues for the three months ended March 31, 2023, compared to a net loss of $1.08 million on $1.27 million of revenues for the three months ended March 31, 2022. For the nine months ended March 31, 2023, the Company recorded a net loss of $6.20 million on $1.71 million of revenues compared to a net loss of $3.88 million on $3.86 million of revenues for the nine months ended March 31, 2022. As of March 31, 2023, the Company had $3.72 million in total assets, $9.63 million in total liabilities, and a total stockholders' deficit of $5.91 million. For the year ended June 30, 2022, the Company had a net loss of $3,878,517. For the year ended June 30, 2021, the Company had a net loss of $24,424,336. Galaxy Next said, "There can be no assurance that our losses will not continue in the future, even if our revenues and expenditures for the products and solutions we sell and distribute increase. In addition, as of March 31, 2023, we had stockholders' deficit of approximately $6,000,000 and cash used in operations of approximately $2,300,000. As of June 30, 2022, we had stockholders' deficit of approximately $2,200,000 and cash used in operations of approximately $1,400,000. These factors raise substantial doubt regarding our ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1127993/000109181823000097/gaxy5222310qmar23.htm About Galaxy Next Generation Headquartered in Toccoa, Georgia, Galaxy Next Generation, Inc. -- http://www.galaxynext.us-- is a manufacturer and distributor of interactive learning technologies and enhanced audio solutions. It develops both hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. Indianapolis, Indiana-based Somerset CPAs PC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Sept. 23, 2022, citing that the Company has suffered recurring losses from operations, recurring negative operating cash flows and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. GENESIS CARE: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------- Lead Debtor: Genesis Care Pty Limited Building 7, The Mill 41-13 Bourke Road Alexandria, NSW 2015 Australia Business Description: The Debtors, together with certain of their non-Debtor affiliates, are cancer care providers, offering personalized and accessible treatment. Chapter 11 Petition Date: June 1, 2023 Court: United States Bankruptcy Court Southern District of Texas Fifty-three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Genesis Care Pty Limited (Lead Case) 23-90614 GenesisCare of Texas, LLC 23-90613 GenesisCare Solutions US LLC 23-90615 New England Radiation Therapy Management Services 23-90616 GenesisCare USA of South Carolina, LLC 23-90617 GenesisCare US Sponsor, LLC 23-90618 Berlin Radiation Therapy Treatment Center, LLC 23-90619 Arizona Radiation Therapy Management Services, Inc 23-90620 Boynton Beach Real Estate, LLC 23-90621 GenesisCare USA Group Holdings, Inc. 23-90622 GenesisCare USA Services, LLC 23-90623 North Carolina Radiation Therapy Management Services 23-90624 California Radiation Therapy Management Services, 23-90625 Northwest Baltimore Radiation Therapy Regional Center 23-90626 GenesisCare USA Southwest Management Holdings, LLC 23-90627 Asheville CC, LLC 23-90628 Radiation Oncology Associates Pty Limited 23-90629 Cancer Treatment Services Arizona LLC 23-90630 GenesisCare USA of Florida, LLC 23-90631 Atlantic Urology Clinics, Inc. 23-90632 GenesisCare USA, Inc. 23-90633 Sampson Accelerator, LLC 23-90634 Carolina Regional Cancer Center, LLC 23-90635 GenesisCare USA of Kentucky, LLC 23-90636 Aurora Technology Development, LLC 23-90637 South County Radiation Therapy, LLC 23-90638 Delaware Radiation Therapy Management Services, Inc 23-90639 Northwest Cancer Care Management Company, LLC 23-90640 GenesisCare USA Holdings, Inc 23-90641 Goldsboro Radiation Therapy Services, LLC 23-90642 GenesisCare USA of Prince Georges County, Maryland 23-90643 Financial Services of Southwest Florida, LLC 23-90644 GenesisCare USA Management Services, Inc. 23-90645 Genesiscare CRO US LLC 23-90646 Genesiscare USA of Alabama, LLC 23-90647 Maryland Radiation Therapy Management Services, LLC 23-90648 Nevada Radiation Therapy Management Services, Incorporated 23-90649 U.S. Cancer Care, Inc. 23-90650 Oncure Holdings, Inc. 23-90651 West Virginia Radiation Therapy Services, Inc. 23-90652 Genesis Care Finance Pty Ltd 23-90653 Genesis Specialist Care Finance UK Limited 23-90654 Genesis Cancer Care QLD Pty Limited 23-90655 Genesis Specialist Care Holding UK Limited 23-90656 Genesis Specialist Care Pty Ltd. 23-90657 Adelaide Radiotherapy Centre Pty Ltd. 23-90658 Genesis Specialist Care UK NO 2 Limited 23-90659 Emroc Pty Ltd 23-90660 Genesis Cancer Care Pty Ltd 23-90661 Genesis Cancer Care UK Limited 23-90662 Genesis Cancer Care Victoria Pty Ltd. 23-90663 Genesis Cancer Care WA Pty Limited 23-90664 Genesis Specialist Care UK Limited 23-90665 Judge: Hon. David R. Jones Debtors' General Bankruptcy Counsel: Joshua A. Sussberg, P.C. Steven N. Serajeddini, P.C. Andrew Townsell, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: joshua.sussberg@kirkland.com steven.serajeddini@kirkland.com andrew.townsell@kirkland.com - and - Jaimie Fedell, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: jaimie.fedell@kirkland.com Debtors' Co-Bankruptcy Counsel: Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. Genevieve M. Graham, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Tel: (713) 752-4200 Fax: (713) 752-4221 Email: mcavenaugh@jw.com jwertz@jw.com ggraham@jw.com Debtors' Investment Banker: PJT PARTNERS LP Debtors' Restructuring Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC Debtors' Notice & Claims Agent: KROLL RESTRUCTURING ADMINISTRATION LLC Debtors' Foreign Legal Counsel: HERBERT SMITH FREEHILLS LLP Debtors' Communications Advisor: TENEO Estimated Assets (on a consolidated basis): $1 billion to $10 billion Estimated Liabilities (on a consolidated basis): $1 billion to $10 billion The petitions were signed by Richard Briggs 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/TH2PMXQ/Genesis_Care_Pty_Limited__txsbke-23-90614__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Oncology Supply Trade Payable $18,073,300 2801 Horace Shepard Drive Dothan, AL 36303 United States Lisa Harrison, President Tel: (334) 651-2093 Email: lisa.harrison@amerisourcebergen.com 2. Elekta Pty Limited Trade Payable $13,632,703 Kungstensgatan 18 Box 7593 Stockholm, SE- 103 93 Sweden Gustaf Salford, President Tel: +46 8587 254 00 Email: gustaf.salford@elekta.com 3. Advanced Accelerator Applications Trade Payable $9,182,860 8 rue Henri Sainte-Claire Deville CS 10150 Rueil-Malmaison Cedex, 92563 France Giancarlo Benelli Head of International Markets Tel: +39 344 134 2509 Email: giancarlo.benelli@adacap.com 4. Centrex Revenue Solutions LLC Trade Payable $6,817,197 501 South Flagler Drive Suite 600 West Palm Beach, FL 33401 United States Gira Shah Chief Financial Officer Tel: (410) 442-7789 Email: gira.shah@integraconnect.com 5. Varian Medical Systems, Inc. Trade Payable $6,419,766 3100 Hansen Way Palo Alto, CA 94303 United States Chris Toth Chief Executive Officer Tel: (315) 453-4545 Email: chris.toth@siemens.com 6. Cardinal Health 414 LLC Trade Payable $4,009,308 7000 Cardinal Place Dublin, OH 43017 United States Aaron Alt Chief Financial Officer Tel: (612) 761-1375 Email: aaron.alt@cardinalhealth.com 7. Tata Consultancy Services Ltd Trade Payable $2,915,367 1240 E Diehl Rd #560 Naperville, IL 60563 United States Rajesh Gopinathan Chief Executive Officer Tel: (225) 296-8440 Email: rajeshgopinathan@tcs.com 8. Medical Services International Trade Payable $2,550,995 164-178 Cromwell Road London, SW5 0TU United Kingdom Philip Luce Hospital Director (CEO) Tel: +44 0 20 7460 5700 Email: philipluce@bupacromwellhospital.com 9. Accuray Inc. Trade Payable $2,442,510 1310 Chesapeake Terrace Sunnyvale, CA 94089 United States Suzanne Winter President Tel: (747) 235-9024 Email: swinter@accuray.com 10. GE HFS LLC Trade Payable $2,175,930 PO Box 641419 Pittsburgh, PA 15264-1419 United States Catherine Estrampes President Tel: (312) 463-2300 Email: catherine.estrampes@ge.com 11. Baxter Healthcare Ltd Trade Payable $1,551,422 One Baxter Parkway Deerfield, IL 60015-4625 United States Steve Maciejewski Vice President Tel: (248) 924-6244 Email: steven_maciejewski@baxter.com 12. Alcura UK Ltd Trade Payable $1,267,625 2 The Heights Brooklands Weybridge, KT13 0NY United Kingdom Simon Jones Head of Alcura Tel: +44 0 800 980 0686 Email: simon.jones@alliance-healthcare.co.uk 13. Block Imaging Parts & Trade Payable $1,204,494 Services LLC 1845 Cedar Street Holt, MI 48842 United States Josh Black President Tel: (517) 721-1682 Email: joshblock@blockimaging.com 14. Besse Medical Supply Trade Payable $1,193,175 9075 Centre Pointe Dr. Ste 140 West Chester, OH 45069 United States Lisa Harrison President Tel: (334) 651-2093 Email: lisa.harrison@amerisourcebergen.com 15. Prompcorp Pty Ltd Trade Payable $1,133,711 72-92 Langford Street Melbourne, VIC 3051 Australia Matthew Block Chief Executive Officer Tel: (614) 278-90701 Email: matthewblock@prompcorp.com.au 16. Sofie Inc. Trade Payable $1,099,236 21000 Atlantic Blvd. Ste 730 Dulles, VA 20166 United States Brian Schumer Chief Operating Officer Tel: (407) 455-6700 Email: brian.schumer@sofie.com 17. Deangelis Diamond Trade Payable $987,914 Construction LLC 6635 Willow Park Drive Naples, FL 34109 United States Reggie Morgan Chief Operating Officer Tel: (239) 594-1994 Email: reggiem@deangelisdiamond.com 18. Quantum Pharmaceutical Limited Trade Payable $974,799 Quantum House Hobson Industrial Estate Burnopfield, County Durham, NE16 6EA United Kingdom Hugh Collins Manager Tel: +44 0 1207 279 400 Email: hughcollins@q-pharm.com 19. TRACE3 LLC Trade Payable $954,897 7505 Irvine Center Drive Suite 100 Irvine, CA 92618 United States Rich Fennessy Chief Executive Officer Tel: (480) 948-6540 Email: rich.fennessy@trace3.com 20. Soliant Physician Staffing LLC Trade Payable $951,837 5550 Peachtree Parkway Suite 500 Peachtree Corners, GA 30092 United States David Alexander Chief Executive Officer Tel: (770) 888-8180 Email: david.alexander@soliant.com 21. Prudential Group Insurance Trade Payable $921,881 751 Broad Street Newark, NJ 07102 United States Ken Tanji Chief Financial Officer Tel: (973) 367-2986 Email: ken.tanji@prudential.com 22. RSA INC Trade Payable $881,440 465 Forum Parkway Rural Hall, NC 27045 United States Kenneth Wolff Chairman Tel: (336) 416-5255 Email: kwolff@rsa-inc.com 23. Emcor Facilities Services Inc. Trade Payable $849,202 9655 Reading Road Cincinnati, OH 45215 United States Michael Lacobucci Chief Financial Officer Tel: (610) 933-0970 Email: michael_iacobucci@emcorgroup.com 24. Name on File Deferred $763,844 Address on File Compensation Contact on File 25. Forest Central Business Trade Payable $755,302 Park Construction 55 Grandview Street Suite 4, Level 1 Pymble NSW, 2073 Australia Matt Austin Financial Controller Tel: +61 02 9988 3344 Email: matt@austequity.com.au 26. Name on File Deferred $747,477 Address on File Compensation Contact on File 27. Converge Technology Trade Payable $728,938 Solutions US LLC 85 rue Victoria 2nd Floor Gatineau, QC J8X 2A3 Canada Corey Reid Chief Operating Officer Tel: (403) 889-6934 Email: cory.reid@convergetp.com 28. Progenics Pharmaceuticals Inc Trade Payable $715,290 331 Treble Cove Road North Billerica, MA 01862 United States Paul Blanchfield President Tel: (415) 298-9780 Email: paul.blanchfield@lantheus.com 29. Name on File Deferred $700,932 Address on File Compensation Contact on File 30. Name on File Litigation Undetermined Gunster Yoakley & Stewart P.A., C/O J. Travis Godwin 401 East Jackson Street, Suite 2500 Tampa, FL 33602 United States J. Travis Godwin Attorney Tel: (813) 228-9080 Email: tgodwin@gunster.com GENESIS CARE: Files Chapter 11 to Facilitate Restructuring ---------------------------------------------------------- GenesisCare, a leading integrated cancer care provider in the United States, Australia, Spain, and the United Kingdom, on June 1, 2023, announced a comprehensive transformation process intended to position the business for long-term growth. To implement the restructuring, GenesisCare and certain of its affiliates have filed voluntary petitions for reorganisation under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas (the "Court"). During the restructuring, the Company intends to operate in the ordinary course without disruption to patient care. GenesisCare has secured commitments, subject to Court approval, for a debtor-in-possession (DIP) financing facility providing US$200 million (A$300 million) in new money from existing lenders to support its business operations. This facility will allow GenesisCare to continue meeting its obligations across the entire enterprise, including to patients, doctors, employees, hospital and health service partners and suppliers, while financially restructuring and reorganising the business. As part of the business transformation, GenesisCare intends to explore separation of its U.S. business from its businesses in Australia, Spain, and the UK, creating two platforms. This will enable each of the businesses to grow and operate sustainably and continue to deliver high-quality patient care while maximising value for all stakeholders. The Company has filed certain customary "First Day" motions with the Court to ensure that patient care continues on an uninterrupted basis. All doctors and employees will continue to receive their pay and benefits, and suppliers of goods and services outside of the U.S. will be paid in the ordinary course. U.S. vendor payments will be subject to the Chapter 11 process and Court approval. "GenesisCare plays a critical role for the patients, doctors and communities it serves," said David Young, the recently appointed Chief Executive Officer of GenesisCare. "However, the past three years have presented significant operational and financial challenges, requiring a comprehensive restructuring of the operations and balance sheet of the company. We are grateful for the demonstration of confidence in our doctors and our underlying business, represented by the commitment of substantial new financing from the lender group." "As part of the restructuring process, we are refocusing our business on the national markets we serve, enabling investment in key growth areas and equipment, and simplifying the organisation to deliver better life outcomes for patients, while improving our operational and financial performance. Delivering high-quality patient care and supporting doctors and clinical teams are my key priorities throughout this process and beyond." Momentum in National Markets "In Australia, we have year-over-year growth in treatment volumes and strong earnings forecast for FY 2024. Nearly four in 10 radiotherapy patients nationwide are treated by GenesisCare, which equates to more than 30,000 patients each year." "We will continue to invest in improvements to our business and in the patient experience, including the completion of committed new sites and a ramp-up of our medical oncology investments in Australia," said Richard Lizzio, Executive Manager, Oncology Australia. In the UK, the business also has strong growth momentum, with market share gains in the core businesses of radiation oncology and medical oncology expected to increase 2024 revenue to more than double that of 2019. In Spain, the company has opened a new state-of-the-art campus in Madrid, which will contribute to driving growth. In the U.S., the Company is making progress on its turnaround strategy. "GenesisCare's U.S. business has strong potential, with outstanding physicians, valuable relationships with payers, high patient satisfaction, and a desirable footprint in the U.S.," said Dr. Shaden Marzouk, President of GenesisCare U.S. "We are in the midst of executing a turnaround strategy in the U.S., and the Chapter 11 process and DIP financing will provide the necessary capital and runway to continue to drive that process while we engage with potential third-party strategic or financial partners for the long term. Our current efforts, which are already beginning to yield results, include maximising the value of the business by improving revenue cycle management, enhancing our payer contracting process, and upgrading legacy IT systems to improve operational efficiency and reducing corporate overhead." GenesisCare is being advised by PJT Partners as investment banker, Alvarez & Marsal, as restructuring advisor, and Kirkland & Ellis LLP, Herbert Smith Freehills LLP and Jackson Walker LLP as legal counsel. Court filings and information about the Chapter 11 Cases are available on a separate website (https://restructuring.ra.kroll.com/GenesisCare) administered by GenesisCare's claims agent, Kroll. Information is also available by calling +1 (833) 744-6948 (U.S./Canada Toll-Free), +61 (2) 99254385 (Australia), +44 (20) 45198440 (UK) and +1 (646) 440-4836 (International). About GenesisCare One of the world's largest integrated oncology networks, GenesisCare -- http://www.genesiscare.com-- includes 300+ locations in the U.S., the UK, Australia, and Spain. With investments in advanced technology and expanded access to clinical trials, more than 5,500 highly trained GenesisCare physicians and support staff offer comprehensive, coordinated care in radiation oncology, medical oncology, hematology, urology, diagnostics, and surgical oncology. GEX MANAGEMENT: Incurs $10K Net Loss in First Quarter ----------------------------------------------------- GEX Management, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $10,285 on $527,615 of revenues for the three months ended March 31, 2023, compared to a net loss of $255,910 on $518,861 of revenues for the three months ended March 31, 2022. As of March 31, 2023, the Company had $483,151 in total assets, $1.87 million in total liabilities, and $1.38 million in total shareholders' deficit. GEX Management said, "To date, the Company has funded its operations primarily through public and private offerings of common stock, our line of credit, short- term discounted and convertible notes payable. The Company has identified several potential financing sources in order to raise the capital necessary to fund operations. "In addition to the aforementioned current sources of capital that will provide additional short-term liquidity, the Company is currently exploring various other alternatives including debt and equity financing vehicles, strategic partnerships, government programs that may be available to the Company, as well as trying to generate additional sales and increase margins. However, at this time the Company has no commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If the Company is unable to obtain additional funding and improve its operations, the Company's financial condition and results of operations may be materially adversely affected and the Company may not be able to continue operations, which raises substantial doubt about its ability to continue as a going concern. Additionally, even if the Company raises sufficient capital through additional equity or debt financing, strategic alternatives or otherwise, there can be no assurances that the revenue or capital infusion will be sufficient to enable it to develop its business to a level where it will be profitable or generate positive cash flow. If the Company raises additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing stockholders. If the Company incurs additional debt, a substantial portion of its operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, thus limiting funds available for business activities. The terms of any debt securities issued could also impose significant restrictions on the Company's operations. Broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance, and may adversely impact our ability to raise additional funds. Similarly, if the Company's common stock is delisted from the public exchange markets, it may limit its ability to raise additional funds." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1681556/000149315223018697/form10-q.htm About GEX Management GEX Management, Inc. -- http://www.gexmanagement.com-- is a provider of business services, consulting and staffing solutions to corporations across the nation. The Company provides both long and short-term consulting and staffing solution services, including corporate consulting, enterprise strategy and technology consulting, enterprise project management; grey, white and blue collar staffing solutions and Human Capital Management (HCM) solution capabilities. GEX Management reported a net loss of $1.13 million for the year ended Dec. 31, 2022, compared to a net loss of $6.21 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $462,814 in total assets, $1.84 million in total liabilities, and a total shareholders' deficit of $1.38 million. Houston, Texas-based Hudgens CPA, PLLC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 15, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. GLOBAL NET: Moody's Withdraws 'Ba2' Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service has withdrawn the Ba2 corporate family rating and Ba3 senior unsecured rating of Global Net Lease Operating Partnership, L.P. The stable rating outlook has also been withdrawn. Withdrawals: Issuer: Global Net Lease Operating Partnership, L.P. Corporate Family Rating, Withdrawn, previously rated Ba2 Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-3 Senior Unsecured Regular Bond/Debenture, Withdrawn, previously rated Ba3 Outlook Actions: Issuer: Global Net Lease Operating Partnership, L.P. Outlook, Changed To Rating Withdrawn From Stable RATINGS RATIONALE Moody's has decided to withdraw the ratings because it believes it has insufficient or otherwise inadequate information to support the maintenance of the ratings. GM NORTH POINT: Taps Rountree Leitman Klein & Geer as Legal Counsel ------------------------------------------------------------------- GM North Point Two, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ the law firm of Rountree, Leitman, Klein & Geer, LLC as its counsel. The firm will render these legal services: (a) give the Debtor legal advice with respect to its powers and duties in the management of its property; (b) prepare legal papers; (c) assist in the examination of claims of creditors; (d) assist in the formulation and preparation of the disclosure statement and Chapter 11 plan of reorganization and with the confirmation and consummation thereof; and (e) perform all other legal services to administer the Debtor's Chapter 11 case. The hourly rates of the firm's attorneys and staff are as follows: William A. Rountree, Attorney $595 Will B. Geer, Attorney $595 Michael Bargar, Attorney $595 Hal Leitman, Attorney $425 David S. Klein, Attorney $495 Alexandra Dishun, Attorney $425 Ceci Christy, Attorney $425 Elizabeth A. Childers, Attorney $395 Caitlyn Powers, Attorney $325 Shawn Eisenberg, Attorney $325 Elizabeth Miller, Paralegal $250 Sharon M. Wenger, Paralegal $225 Megan Winokur, Paralegal $175 Catherine Smith, Paralegal $150 The firm received a pre-bankruptcy retainer of $30,000 from the Debtor. William Rountree, Esq., a partner at Rountree Leitman Klein & Geer, 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: William A. Rountree, Esq. Rountree Leitman Klein & Geer, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Telephone: (404) 584-1238 Facsimile: (404) 704-0246 Email: wrountree@rlkglaw.com About GM North Point Two GM North Point Two LLC, a lessor of real estate, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-20494) on May 1, 2023. In the petition filed by Stewart Geyer, manager, the Debtor disclosed between $10 million and $50 million in both assets and liabilities. Judge James R. Sacca oversees the case. William A. Rountree, Esq., at Rountree Leitman Klein & Geer, LLC serves as the Debtor's counsel. GOLDIE FILMS: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Goldie Films, Inc. 49 South 2nd Street Brooklyn NY 11249 Business Description: Goldie Films is an affiliate of Vice Group Holding Inc., a global, multi-platform media company with a collection of powerful brands, producing premium award-winning content for a highly engaged global youth audience. Chapter 11 Petition Date: May 30, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-10866 Judge: Hon. John P. Mastando III Debtor's Counsel: Albert Togut, Esq. TOGUT SEAL & SEGAL LLP One Pennz Plaza, Suite 3335 New York NY 10119 Tel: (212) 594-5000 Email: altogut@teamtogut.com Debtor's Special Corporate Counsel: SHEARMAN & STERLING LLP Debtors' Co-Financial Advisors and Investment Bankers: PJT PARTNERS INC. AND LIONTREE ADVISORS LLC Debtors' Restructuring Advisors: AP SERVICES, LLC Debtors' Claims & Noticing Agent and Administrative Advisor: STRETTO INC. Estimated Assets: $500 million to $1 billion Estimated Liabilities: $500 million to $1 billion The petition was signed by Hozefa Lokhandwala as chief strategy officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CALKBCA/Goldie_Films_Inc__nysbke-23-10866__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Wipro LLC Arbitration $9,905,086 2 Tower Centre Blvd, Suite 2200 Award East Brunswick, NJ 08816 Email: farhan.sheckhani@wipro.com 2. CNN Productions Third Party $3,798,333 One CNN Center Production Atlanta, GA 30303 Email: rebecca.conners@warnermedia.com 3. Antenna TV S.A. Consultancy $3,795,400 10-12 Kifisias Ave Services Maroussi Greece Agreement Email: Jochem.dekoning@antenna-group.com 4. Antenna TV S.A. Trade Debts $2,750,000 10-12 Kifisias Ave Maroussi Greece Email: Jochem.dekoning@antenna-group.com 5. Ernst & Young US Professional $2,137,298 PO Box 640382 Services Pittsburgh, PA 15264 United States Email: Jochem.dekoning@antenna-group.com 6. Horizon Media Inc. Ad Serving Fees $2,121,962 75 Varick St, 16th Floor New York, NY 10013 United States Email: sfried@horizonmedia.com 7. Home Box Office Licensing $1,763,157 1100 Avenue of the Americas New York City, NY 10036 Email: jeannette.francis@hbo.com 8. FTI Consulting, Inc. Professional $1,392,441 350 South Grand Avenue Services Suite 3000 Los Angeles, CA 90071 9. Vice Television Network LLC Trade Debts $1,350,666 235 E. 45th Street New York City, NY 10017 Email: aeremitinfo-intl@aenetworks.com 10. Workday Inc. Software $1,251,939 6230 Stoneridge Mall Road Pleasanton, CA 94588 Email: legal@workday.com 11. Adobe Systems Incorporated Software $1,216,376 345 Park Avenue San lose, CA 95110 Email: bhunting@adobe.com 12. Ranker Inc. Software $1,062,863 6420 Wilshire Blvd Suite 500 Los Angeles, CA 90048 United States Email: YING@RANKER.com 13. Getty Images Inc. Digital, Images, $1,015,154 PO Box 953604 Video St. Louis, MO 63195-3604 Email: arprocessing@gettyimages.com 14. Two Twenty Five Rent $952,679 Broadway Company 160 Broadway 1st Fl New York, NY 10038 Email: david@braunre.com 15. A&E Television Trade Debts $937,500 Networks, LLC 235 E 45th Street New York, NY 10036 Email: aeremitinfo-intl@aenetworks.com 16. Amazon Web Services, Inc. Information $820,287 P.O. Box 84023 Security Seattle, WA 98124 United States Email: aws-receivables@amazon.com 17. Web Holdings LLC Rent $824,649 49 South 2nd Street Brooklyn, NY 11249 United States Email: pinny@ctadigital.com 18. Piano Software Inc. Market Research $630,702 111 S Independence Mall East, Suite 950 Philadelphia, PA 19106 Email: receivable@piano.io 19. XWP.Co Pty Ltd Technology $583,900 664 Collins Street, Level 13 Consulting Docklands, VIC 3008 Australia Email: billing@xwp.co 20. Bailey Duquette P.C. Legal Services $571,692 104 Charlton Street, 1W New York, NY 10014 United States Email: marc@baileyduquette.com 21. Con Edison Utilities $539,732 PO Box 1702 New York, NY 10016-1702 United States Email: corpcom@coned.com 22. Justin Stefano R29 Put Holding $521,596 525 University Avenue Palo Alto, California 94301 United States Email: joseph.yaffe@skadden.com 23. Salesforce.com Inc. Software $515,927 Landmark One Market Steet Suite 300 San Francisco, CA 94105 United States Email: payment@salesforce.com 24. Paul Hastings Europe LLP Legal Services $499,339 515 S Flower Street, Suite 2500 Los Angeles, CA 90071 United States Email: matthewpoxon@paulhastings.com 25. Asana, Inc. Software $469,423 1550 Bryant St Ste 800 San Francisco, CA 94103 United States Email: ar@asana.com 26. Wolftech Broadcast Solutions Software $420,875 Agnes Mowinckels Gate 6 5008 Berger Norway Tel: +47 901 22 462 Email: ab@woftech.no 27. Oracle America Inc. Software $416,953 500 Oracle Parkway Redwood City CA 94065 United States Email: peter.fernan@oracle.com 28. JPMorgan Chase NA Purchasing Cards $399,438 P.O. Box 15918 Mall Suite DE1-1404 Wilmington, DE 19850 United States Email: patrick.j.minick@jpmorgan.com 29. Presidio Networked Software $385,444 Solutions Group, LLC 12120 Sunset Hills, Suite 202 Reston, VA 20190 United States Email: PNSGremittanceAdvices@presidio.com 30. Davis Wright Tremaine LLP Legal Services $364,116 920 5th Ave, Suite 3300 Seattle, WA 98104-1610 United States Email: achpaymentnotification@dwt.com On May 15, 2023, Vice Group Holding Inc. and certain of its affiliates commenced chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of New York. Pursuant to section 7.10(l) of that certain Asset and Equity Purchase Agreement, dated as of May 19, 2023, by and among Vice Acquisition Holdco, LLC, as Buyer, and VGHI and the other Sellers named therein, as Sellers, the Buyer requested on May 27, 2023, that Goldie Films, Inc., commence a chapter 11 case (to be administered jointly with the Vice Chapter 11 Cases) and be added as a Seller under the Stalking Horse Agreement. GPD COS: S&P Alters Outlook to Negative, Affirms 'B-' ICR --------------------------------------------------------- S&P Global Ratings revised the outlook to negative from stable on global plastics distributor and service provider GPD Cos. Parent Inc. (GPD). S&P affirmed the 'B-' issuer credit rating. S&P also affirmed the 'B-' issue-level rating and '4' (rounded estimate: 40%) recovery rating on the company's senior secured notes. S&P said, "The negative outlook on GPD reflects our view that leverage will remain above our previous expectations, and there is now less cushion than before at the current rating, which makes the company more vulnerable to potential continuing weakness in demand. "The outlook revision follows weak operating results in the fourth quarter of 2022 and first quarter of 2023 and our expectations for elevated leverage in fiscal 2023. "We now anticipate leverage will remain elevated for the rating over the next year. Specifically, we project S&P Global Ratings-adjusted debt to EBITDA of 7.5x-8.5x over the next 12 months. During fiscal year 2022, significant market deflation depressed GPD's unit gross margins on higher cost inventory. Excess inventory levels, which the company subsequently addressed in the first quarter of 2023, intensified this impact. Early in the second fiscal quarter of 2023, unit gross margins began to normalize to their historical averages as the company reduced its excess inventory. However, the business is still affected by three quarters where results were significantly impacted by lower-than-normal unit gross margins. We expect the back half of fiscal 2023 to show sequential improvement due to the improvement in polyolefins unit gross margins and the expected recovery in demand in GPD's end markets such as mobility. "Despite weaker-than-expected earnings, we anticipate GPD will generate significant free cash flow this year. "The company was able to pay down about $73.2 million on its $270 million asset-based lending (ABL) facility using working capital inflows during the first half of 2023. However, we expect the company's cost-saving initiatives to only partially offset the earnings deterioration from lower demand. We believe the company's highly variable cost structure, low capital expenditure (capex) requirements, and ability to generate free operating cash flow (FOCF) during periods of earnings weakness will likely somewhat insulate the company from further credit deterioration beyond what we have already considered in our base case. "Our assessment of GPD's business risk reflects its sizable market share and strong brand recognition as one of the predominant plastics resin distributors in the U.S. and Europe. "The plastics distribution market is relatively stable with good growth prospects. We believe plastic distributors, such as GPD, play an important role in supporting the plastic resins market segment by addressing the needs of plastic producers that do not serve the market directly. GPD has a broad customer base of approximately 12,000 customers from diverse industries such as health care, packaging, consumer, automotive, and general industrial. GPD has stable, long-term relationships with its suppliers (plastic resin producers). The company has a distribution network in more than 60 countries primarily in North America, Europe, the Middle East and Africa, and Asia. We view the business as inherently more stable than commodity plastic production and expect its EBITDA margins to remain relatively stable, albeit very low when compared with that of chemical manufacturing peers." GPD's key credit risks include its heavy reliance on a few key suppliers. The company lacks diversity given that its products are mostly restricted to plastic resins. For example, approximately 35% of procurement came from three suppliers in fiscal 2022. Changes in the prices for polypropylene or polyethylene can lead to a material shift in the company's revenue for a given period. The company has low capital spending but a high variable cost structure, leading to relatively stable EBITDA margins. However, GPD's margins are very low relative to those of chemical manufacturing companies as well as those of broadly diversified distributors, such as Ravago Holdings America Inc. and Univar Solutions Inc., which benefit from their larger scale and scope of operations. S&P said, "The negative outlook on GPD reflects our view that leverage will remain above our previous expectations. Additionally, there is now less cushion than before at the current rating, which makes the company more vulnerable to any potential weakness in demand. We anticipate earnings for the company to continue to weaken from 2022 levels. However, we expect the company's FOCF to strengthen in fiscal 2023. While we expect GPD to do some small bolt-on acquisitions, we do not believe it will significantly increase debt to fund large acquisitions or return cash to owners at this time. Based on the rating, we expect credit metrics such as S&P Global Ratings-adjusted weighted average debt to EBITDA between 7x-8x." S&P could lower the ratings within the next year if leverage approaches double digits or liquidity weakens to less than 1.2x sources over uses without any near-term remedy. This could happen if: -- GPD has an unfavorable product mix shift; -- Unexpected volume deterioration leads to revenue and margins dropping by 100 basis points (bps); -- A key supplier unexpectedly outsources its products to a competing distributor; or -- Demand for the products GPD distributes declines. S&P said, "We could also lower ratings if the owners take a dividend or pursue acquisitions, causing additional debt to push leverage to unsustainable levels, or if the company engaged in an exchange of their debt that we viewed as distressed. "We could revise the outlook to stable if the company generates earnings such that trailing twelve-month (LTM) debt to EBITDA improves to and remains below 7.0x. We could raise the rating over the next 12 months if the company's operating performance were much better than expected such that it sustained debt leverage below 6.0x. We could see such improved performance if the underlying plastics industry grows well beyond our expectations, if the product mix or selling prices improve, or if cost reductions occur. Before considering an upgrade, we would also need to believe management's financial policies would support maintaining leverage below 6.0x." ESG credit indicators: E-2, S-2, G-3 GPD's governance is a moderately negative consideration, as it is for most rated entities owned by private-equity sponsors. S&P believes the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns. Environmental and social factors are overall a neutral influence on its credit rating analysis on the chemical distributor GPD. The company does not face the risks that typical chemical manufacturing companies encounter. GRACE YOUTH: William Krieger Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed William Krieger, managing director at Gleason, as Subchapter V trustee for Grace Youth and Family Foundation. Mr. Krieger will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Krieger declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: William G. Krieger Gleason One Gateway Center, Suite 525 420 Ft. Duquesne Blvd. Pittsburgh, PA 15222 Phone: 412.391.9010 Email: wkrieger@gleasonexperts.com About Grace Youth Grace Youth and Family Foundation filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-21068) on May 18, 2023, with as much as $50,000 in assets and $500,001 to $1 million in liabilities. The Debtor is represented by David L. Fuchs, Esq., at Fuchs Law Office, LLC. H&E EQUIPMENT: Moody's Ups CFR to Ba3, Outlook Stable ----------------------------------------------------- Moody's Investors Service upgraded H&E Equipment Services, Inc.'s corporate family rating to Ba3 from B1 and probability of default rating to Ba3-PD from B1-PD. Moody's also upgraded the rating on H&E's senior unsecured debt to B1 from B2. The outlook is stable. The company's SGL-2 speculative grade liquidity rating is unchanged. The ratings upgrade reflects the improvement in H&E's credit metrics resulting from the company's solid operating performance. It also incorporates Moody's expectation that H&E will continue to profitably grow the business and gradually reduce debt-to-EBITDA over the next few years. "H&E will continue to grow its scale, experience solid equipment utilization, and increase profitability such that debt-to-EBITDA improves roughly half a turn over the next 12-18 months," said Brian Silver, Moody's Vice President-Senior Analyst. "However, free cash flow will also be negative over this period as the company continues to invest in both fleet growth and footprint expansion," continued Silver. Upgrades: Issuer: H&E Equipment Services, Inc. Corporate Family Rating, Upgraded to Ba3 from B1 Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Senior Unsecured Regular Bond/Debenture, Upgraded to B1 from B2 Outlook Actions: Issuer: H&E Equipment Services, Inc. Outlook, Remains Stable RATINGS RATIONALE H&E's ratings reflect the company's growing size and scale in the highly fragmented US equipment rental industry. H&E has improved profitability and reduced debt-to-LTM EBITDA to 2.4 times at March 31, 2023. H&E has a relatively young rental equipment fleet that lowers maintenance and repair expense while enabling the company to defer capital spending for longer. In December 2022, H&E sold the last of their distribution businesses and became a pure play rental business. The company remains exposed to the cyclical industrial equipment rental industry, and has generated negative free cash flow over the last few years owing to high capex for fleet and branch expansion. The company has also exhibited an increasing acquisition appetite over the last few years, and Moody's expects the company will continue to make acquisitions or invest in greenfield and warm start expansions (e.g. near existing locations). The stable outlook reflects Moody's view that H&E will grow the topline and profitability while deleveraging toward 2.0 times debt-to-EBITDA over the next 12 to 18 months. It also incorporates Moody's expectation that in the event of a downturn H&E would slow capital investment significantly to conserve liquidity. H&E's SGL-2 speculative grade liquidity rating reflects Moody's expectation that the company will have good liquidity over the next 12 – 18 months. This is largely supported by $699.4 million of availability on the company's $750 million ABL facility at March 31, 2023 (net of $10.6 million of outstanding letters of credit) and approximately $81.3 million of cash. Free cash flow will be negative resulting from ongoing investment in fleet expansion. Should the outlook for the business weaken, Moody's would expect growth investment to be curtailed and the company to sell higher volumes of used equipment to generate cash. Moody's also does not expect H&E to have any covenant compliance issues over the next 12 – 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if H&E can continue to profitably increase its size and scale while maintaining a conservative and disciplined financial policy. This incorporates Moody's expectation that H&E will significantly reduce capital spending to preserve liquidity and improve cash flow in the event of a downturn in demand. Moody's also would expect EBITDA margin to be sustained in the high 40% range, and debt-to-EBITDA to be sustained below 3.0 times. The ratings could be downgraded if retained cash flow-to-net debt is sustained below 15% or debt-to-EBITDA increases above 3.5 times without an expectation the company can rapidly deleverage. In addition, if EBITDA-to-interest is sustained below 9 times, liquidity weakens, or the company implements an increasingly aggressive financial policy, the ratings could be downgraded. The principal methodology used in these ratings was Equipment and Transportation Rental published in February 2022. H&E Equipment Services, Inc. ("H&E" NASDAQ: HEES) is a multi-regional equipment rental company with over 119 locations spanning 29 states with a presence in the West Coast, Intermountain, Southwest, Gulf Coast, Mid-Atlantic, and Southeast regions of the United States. The company generated revenue of approximately $1.3 billion for the twelve months ended March 31, 2023. HOUSTON HOME: Sale of Katy Property to Adams, Free of Liens, OK'd ----------------------------------------------------------------- Judge Jeffrey P. Norman of the U.S. Bankruptcy Court for the Southern District of Texas authorized Houston Home Relief Group, LLC's sale of the real property with the mailing address, 22938 Roberts Run, Katy, Texas 77494, according to the terms set forth in the earnest money contract, dated March 30, 2023, to Edward and Sandra Adams. At the closing of the sale, all creditors having perfected liens on the Real Property will have their claims paid in full from the sales proceeds. Except for the statutory tax lien under Tex. Tax Code Section 32.01, granted to all governmental units with ad valorem taxing authority over the said real property, which is retained, the sale will be free and clear of all liens and encumbrances existing as of the date of the Order. Prior to the closing, the Debtor will provide secured creditors, LJC Financial, LLC and Eva Dafe, a contemporaneous closing statement prior to the closing. The Debtor is not authorized to conduct any short-sale of the Real Property without the express consent of the named secured creditors and the approval of the Court. The Debtor will deposit all sales proceeds in a DIP account or the Pendergraft & Simon, LLP IOLTA account. It will report the completion of the sale by filing a copy of the settlement statement. About Houston Home Relief Group Houston Home Relief Group, LLC is primarily engaged in renting and leasing real estate properties. The company is based in Katy, Texas. Houston Home Relief Group filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 22-33647) on Dec. 6, 2022, with $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Otis Igunbor, Houston Home Relief Group manager, signed the petition. William Haddock, Esq., at Pendergraft & Simon, LLP represents the Debtor as counsel. IAMGOLD CORP: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on Toronto-based gold producer IAMGOLD Corp. to positive from negative and affirmed its 'CCC+' issuer credit rating. S&P said, "At the same time, we lowered our issue-level rating on the company's unsecured notes to 'CCC' from 'CCC+' and revised our recovery rating to '5' from '4'. This reflects our weaker recovery prospects for unsecured claims following the $400 million second-lien term loan issuance, which would rank ahead of the unsecured debt in the company's capital structure. "The positive outlook reflects the likelihood that we will upgrade IAMGOLD in the next 12 month if it completes the Cote Gold project and we see strong prospects for it to achieve its run-rate production and cash costs at the mine. "The outlook revision primarily reflects the company's improved liquidity position, which we believe will enable it to complete the Cote Gold project. IAMGOLD has executed several financing/funding initiatives to bolster its liquidity position and address the funding gap related to the completion of its Cote Gold project since our last rating action in October 2022. In late 2022 and early 2023, the company sold its interest in the Rosebel mine (Suriname) and its West African exploration and development assets, which provided it with close to $600 million of proceeds, with an additional $80 million–$85 million of remaining gross proceeds expected in the second half of 2023. The company's joint-venture (JV) partner on the Cote Gold project, Sumitomo Metal Mining Co. Ltd., provided $250 million of IAMGOLD's share of the funding for the project, which increased its share in the JV to about 40% from 30%. IAMGOLD also issued a $400 million second-lien term loan and used a portion of the proceeds to fully repay the outstanding borrowings under its $490 million revolving credit facility. "We estimate IAMGOLD currently has more than $1.1 billion of cash and full availability under its $490 million revolving credit facility following the aforementioned transactions. We believe this will provide it with sufficient liquidity to cover the estimated $460 million-$535 million of remaining capital expenditure (capex) for the Cote Gold project (for IAMGOLD's revised 60% JV share), as well as sustaining capex for its other mines. Additionally, gold prices have averaged more than $1,900 per ounce (/oz) year to date in 2023 and current spot prices (about $1,970/oz) remain well above our $1,700/oz assumption for the rest of the year. If gold prices remain sustainably above our assumptions, it would provide the company with a higher-than-anticipated level of operating cash flow." This would reduce the necessity of using its existing liquidity to finish the Cote Gold project and increase its liquidity buffer until the Cote Gold mine reaches steady state operations. IAMGOLD's gold hedges for 2023-2024, with floor price of $1,700/oz-$1,850/oz, also provide some cash flow protection until it is able to fully ramp-up the production at its Cote mine. The company used the proceeds from its $400 million term loan, which bears interest at SOFR plus 8.25%, to repay the outstanding borrowings under its revolver, thus the transaction did not increase its absolute debt levels. Furthermore, with no scheduled amortization payments and a 2028 maturity, the term loan provides IAMGOLD with additional near-term financial flexibility. That said, S&P expects its S&P Global Ratings-adjusted debt to EBITDA will remain above 5x until it fully ramps up its production at the Cote Gold mine, at which point we estimate the mine will generate most of the company's earnings and cash flows. The company will increasingly rely on its Essakane mine until the Cote Gold project enters commercial production. S&P said, "We expect the Essakane mine (Burkina Faso) will account for all of IAMGOLD's operating cash flow generation in 2023 following the sale of its Rosebel mine. The mine's all-in sustaining costs (AISC), which we estimate at $1,400/oz-$1,450/oz, will likely enable the company to generate positive free cash flow in 2023 and support its development of the Cote Gold mine. In our view, IAMGOLD is dependent on steady output from the mine, with no material decline in its gold margins, over the next few quarters." The potential safety and security issues in Burkina Faso following two military coups last year add an additional layer of risk to its ongoing mining operations and logistics and--consequently--to its operating cash flow prospects. S&P said, "Cote Gold is a large project, located in Sudbury, Ontario, that we estimate will contribute an average about 365,000 oz of gold annually (on a 100% basis) over an 18-year mine life, with relatively low life-of-mine AISC expectations in the mid-$800/oz area. We believe the completion of the project is critical for the company to increase its production, improve its consolidated cost profile, and reduce its exposure to operations in the high-risk jurisdiction of Burkina Faso. We believe the project has progressed well over the past two to three quarters (about 80% complete as of March 31, 2023) and that most of the necessary equipment has been delivered. Though IAMGOLD will continue to face risks surrounding cost escalations and construction delays until its completion, we believe these risks have diminished since our previous review due to the progress it has made on the project. The rating affirmation primarily reflects the company's limited cash flow visibility beyond 2023, due in large part to our view that the Cote Project will not reach full production until at least the second half of 2024, and the high sensitivity of its cash flows to longer-term gold prices. "The positive outlook reflects our improved view of the company's liquidity position, following its asset sales and financing transactions earlier this year, which we believe will provide it with sufficient funding to complete the Cote Gold project over the next 12 months. The positive outlook also indicates that we could raise our rating over the next 12 months if IAMGOLD completes the Cote Gold project and we see strong prospects for it to achieve run-rate production and cash costs at the mine that are in-line with, or better than, our expectations. "We could revise our outlook on IAMGOLD to stable or lower the rating if we believe it will incur a higher-than-expected free operating cash flow (FOCF) deficit, which would weaken its liquidity position over the next 12 months. In our view, this could occur due to escalating capital costs or construction delays at Cote Gold or lower-than-expected gold margins, assuming it is unable to secure additional sources of funding. We could also revise our outlook to stable if we expect the company will generate persistently negative FOCF generation following the ramp up of its Cote mine. "We could raise our ratings in the next 12 months if IAMGOLD completes its Cote Gold project by early 2024 while maintaining adequate liquidity. We would also expect the company to ramp up its production following the first gold pour at Cote Gold, maintain steady production, and increase its cash flow visibility from the mine. In this scenario, we would likely expect S&P Global Ratings-adjusted debt to EBITDA of below 5x and positive FOCF generation." ESG credit indicators: E-3, S-4, G-3 IAZ LAND: Proposed Sale of Substantially All Assets Withdrawn ------------------------------------------------------------- Judge Mark A. Randon of the U.S. Bankruptcy Court for the Eastern District of Michigan withdraws IAZ Land, LLC' proposed bidding procedures in connection with the sale of substantially all assets, free and clear of all liens, claims, encumbrances and interests. About IAZ Land IAZ Land, LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-45083) on June 28, 2022, listing up to $500,000 in assets and up to $1 million in liabilities. Charles M. Mouranie has been appointed as Subchapter V trustee. Ernest M. Hassan, III, Esq., at Stevenson & Bullock, P.L.C. is the Debtor's counsel. Charles Mouranie has been appointed Subchapter V Trustee. INCORA: Files Voluntary Chapter 11 Bankruptcy Petition ------------------------------------------------------ Incora and certain affiliates, a leading global provider of innovative supply chain management solutions, on June 1 disclosed that the Company filed for voluntary protection under Chapter 11 of the U.S. Bankruptcy Code ("Chapter 11") in the U.S. Bankruptcy Court for the Southern District of Texas (the "Court"). Incora intends to use the Chapter 11 process to improve its capital structure and position the business for long-term growth. To fund and preserve its operations during the Chapter 11 process, the Company has entered into an agreement, subject to Bankruptcy Court approval, providing more than $300 million in debtor-in-possession ("DIP") financing. Upon approval by the Bankruptcy Court, the DIP financing will provide Incora with the necessary liquidity to operate as usual as it works to improve its balance sheet. David Coleal, Chief Executive Officer of Incora stated, "We expect that this decisive action will right-size our capital structure and allow us to confidently build and grow into the future. This path will enable Incora to continue operating its business from a place of strength, positioned to empower its customers to meet their critical business needs." The Company has filed customary motions with the Bankruptcy Court intended to allow Incora to maintain normal operations and fulfill its go-forward commitments to customers, vendors and employees. These motions are typical in the Chapter 11 process and Incora anticipates they will be heard and approved in the first few days of the case. For more information about the Company's Chapter 11 cases, including claims information, please visit www.kccllc.net/incora, or contact KCC, the Company's noticing and claims agent, at 888-251-2937 (for toll-free U.S. or Canada calls) or 310-751-2613 (for tolled international calls). Incora is advised in this matter by Milbank LLP as restructuring counsel, PJT Partners as financial advisor and Alvarez & Marsal as restructuring advisor. About Incora Incora -- http://www.incora.com-- is the trade name for the group of companies formed by Wesco Aircraft and Pattonair, a leading provider of comprehensive supply chain management services to the global aerospace and other industries. Beginning with a strong foundation in aerospace and defense, Incora also utilizes its supply chain expertise to serve industrial manufacturing, marine, pharmaceutical and beyond. Incora incorporates itself into customers' businesses, managing all aspects of supply chain from procurement and inventory management to logistics and on-site customer services. The company is headquartered in Fort Worth, Texas, with a global footprint that includes 68 locations in 17 countries and more than 3,800 employees. JET OILFIELD: Unsecureds Owed $10K+ to Get 100% with Interest ------------------------------------------------------------- Jet Oilfield Services, LLC, submitted a Disclosure Statement for the Amended Plan of Reorganization dated May 23, 2023. The Debtor will continue its historic business operations in Louisiana, Texas and New Mexico. As capital allows, it will purchase new equipment and expand its operations. The Debtor's plan is an operating Plan. It proposes to repay claims from future operations over a period of seven years. Class 14 shall consist of Allowed Unsecured Creditors with Claims of $10,000 or less or which elect to reduce their claims to $10,000.00. Any creditor in Class 14 may elect to participate in Class 15. There are 30 creditors in Class 14 with claims totaling $123,771.61. Class 14 creditors shall receive a single payment equal to 25% of their Allowed Claim within 90 days after the Effective Date. The payment to Class 14 is estimated to be $30,942.90. Class 14 is impaired. Class 15 shall consist of Allowed Claims of Unsecured Creditors with Claims of $10,000.01 or more. There are 84 creditors with claims totaling $15,950,458.98 in Class 15. The Class 15 creditors shall receive payment of 100% of the amount of their Allowed Claims in 84 equal monthly installments including 6% interest. The monthly payments to Class 15 are estimated at $236,372.00. Class 15 is impaired. The Class 15 creditors shall also have the right to receive distributions on funds recovered by the Unsecured Creditors' Claims Representative. Any amounts distributed to Class 15 creditors by the Unsecured Claims Representative shall reduce the total amount to be paid by the Debtor under this Plan but shall not decrease the monthly payments to be made by the Debtor, the intent being to accelerate the date upon which payments are completed. Class 16 shall consist of Unsecured Claims held by Insiders entitled to indemnity from the Debtor. There are three claims within this class. Thomas Smith, Brandon Wilkins and Lorne Mosley have each filed unliquidated claims for indemnity. These are claims 56, 57 and 58. Two creditors have sued Mr. Smith, Mr. Wilkins and Mr. Mosley. They have not recovered anything at the present date. The amount that could potentially fall within this claim is not known at the present time. The Class 16 creditors shall not receive any distribution unless and until they are required to pay any debt owed by the Debtor. Upon payment of any such debt, any Class 15 creditor shall file an amended proof of claim. Upon filing of an amended proof of claim, the Class 16 creditors shall be entitled to the same treatment as Class 15 creditors. The Debtor believes that such claims should be treated on the same basis as other unsecured claims on the ground that all unsecured claims should be treated the same. The Class 17 Equity Interests shall be preserved and retained, except that Brian T. Owen has agreed to surrender his Equity Interest to the other members. The Debtor contends that Mr. Owen did not honor his commitment to contribute capital to the Debtor. Mr. Owen has agreed to surrender his membership interest. The Equity Interest Holders receive salaries for working full-time in the Debtor's business. Their salaries are $175,400.42 for Mr. Smith and Mr. Mosley and $183,737.58 for Mr. Wilkins. No distributions on account of their equity interests will be made unless the Debtor is current on its plan payments. The payments made to these creditors were made in the ordinary course of business. The Debtor does, however, reserve, the ability to challenge their lien status. A full-text copy of the Disclosure Statement dated May 23, 2023 is available at https://urlcurt.com/u?l=oN7AoP from PacerMonitor.com at no charge. Attorneys for the Debtor: Stephen W. Sather, Esq. BARRON & NEWBURGER, P.C. 7320 N. Mopac Expwy, Ste. 400 Austin, TX 78701 Tel: (512) 476-9103 E-mail: ssather@bn-lawyers.com About Jet Oilfield Services Jet Oilfield Services, LLC, provides support activities for mining, and oil and gas extraction industry. Jet Oilfield Services sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 22-70126) on Oct. 12, 2022. In the petition signed by Brian T. Owen, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Tony M. Davis oversees the case. Angelo DeCaro serves as the Debtor's Chief Restructuring Officer. Stephen W. Sather, Esq., at Barron and Newburger, PC, is the Debtor's legal counsel. K & H AUTOMOTIVE: Armistead Long Named Subchapter V Trustee ----------------------------------------------------------- David Asbach, Acting U.S. Trustee for Region 5, appointed Armistead Long, Esq., as Subchapter V trustee for K & H Automotive Services, LLC. Mr. Long, a member of Gordon, Arata, Montgomery, Barnett, McCollam, Duplantis & Eagan, LLC, will be paid an hourly fee of $395 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Long declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Armistead M. Long Gordon, Arata, Montgomery, Barnett, McCollam, Duplantis & Eagan, LLC 400 E. Kaliste Saloom Rd., Ste. 4200 Lafayette, LA 70508-8517 Telephone: 337-237-0132 Fax: 337-237-3451 Email: along@gamb.com About K & H Automotive K & H Automotive Services, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. La. Case No. 23-10314) on May 16, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Michael A. Crawford oversees the case. The Debtor is represented by Ryan James Richmond, Esq., at Sternberg, Naccari & White, LLC. K & H AUTOMOTIVE: Taps Sternberg Naccari & White as Counsel ----------------------------------------------------------- K & H Automotive Services, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Louisiana to employ Sternberg Naccari & White, LLC as counsel. The firm will give the Debtor legal advice with respect to the Debtor's powers and duties as a debtor-in-possession, and to perform all legal services for the Debtor which may be necessary. The firm will be paid at the rate of $350 per hour, and will be reimbursed for reasonable out-of-pocket expenses incurred. The firm received from the Debtor a retainer of $6,738. Ryan J. Richmond, Esq., a partner at Sternberg Naccari & White, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ryan J. Richmond, Esq. Ashley M. Caruso, 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 ashley@snw.law About K & H Automotive Services K & H Automotive Services, LLC filed a Chapter 11 bankruptcy petition (Bankr. M.D. La. Case No. 23-10314) on May 16, 2023. The Debtor tapped Sternberg Naccari & White, LLC as counsel. KJ TRADE: Continued Operations to Fund Plan Payments ---------------------------------------------------- KJ Trade LTD Inc. filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Plan of Reorganization dated May 22, 2023. Debtor is an affordable, luxury lifestyle women's swimwear e-commerce brand doing business as Matte Collection. Debtor was formed in January 2018 and is owned by Justina Wilkerson who also serves as the CEO, chief designer and creative director. Some customers received three shipments before they received the correct order, and most of those customers did not return the erroneous shipments. This was a massive loss for Debtor. Additionally, Debtor was experiencing issues with receiving merchandise from its manufacturer in China. Merchandise sat in boxes and sales were negatively impacted, and orders could not be fulfilled in a timely manner. It was at this point that Debtor looked to internet lenders to fund the business. The internet lenders require daily debits. Once Debtor entered the low season after summer, the debits became unsustainable. The internet lenders then began taking collection action by freezing accounts and notifying Debtor's payment processor to cease payments to Debtor. These collection actions caused Debtor to be unable to purchase inventory and process orders. Debtor filed bankruptcy in February 2023 to stop the collection action and essentially had to restart the business. This Plan deals with all property of Debtor and provides for treatment of all Claims against Debtor and its property. Class 7 consists of the General Unsecured Claims. Debtor will pay the Holders of Class 7 General Unsecured Claims in accordance with the Plan Payment Procedures set forth in Section 4.9 of the Plan. Debtor discloses that its scheduled unsecured claims and proofs of claims for unsecured claims have been filed. The Class 7 Claims are Impaired by the Plan and the holders of the Class 7 Claims are entitled to vote to accept or reject the Plan. Class 8 consists of the Interest Claims (i.e. the claim of Debtor's sole shareholder based upon ownership of Debtor). Justina Wilkerson will retain her shares consisting of 100% of the outstanding shares in Debtor. "Creditor Payment" means the projected disposable income of the debtor to be received in the three-year period beginning on the date that the first payment is due under this Plan, which will be applied to make payments under the Plan. Debtors shall pay the Creditor Payment in satisfaction of its obligations to: (i) Allowed Administrative Expense Claims, (ii) Allowed Priority Claims, and (ii) Class 7 General Unsecured Claims. The Allowed Secured Claim of the SBA, as set forth in Class 4 of the Plan, shall be paid pursuant to the provisions of Class 4 and the SBA will not share in the Creditor Payment. Debtor shall pay the Creditor Payment commencing on September 28, 2023 and continuing by the 28th day of each subsequent month (or the next Business Day if the 28th day is not a Business Day) and continuing until the later of (i) the payment in full of all Allowed Administrative and Allowed Priority Claims and (ii) payment of the total amount of the budgeted Creditor Payments that are budgeted through and including August 28, 2026. The source of funds for the payments pursuant to the Plan is Debtor's continued operations. A full-text copy of the Plan of Reorganization dated May 22, 2023 is available at https://urlcurt.com/u?l=brq5qO from PacerMonitor.com at no charge. Attorney for Debtor: JONES & WALDEN LLC Leslie M. Pineyro Georgia Bar No. 969800 699 Piedmont Ave NE Atlanta, Georgia 30308 Phone: (404) 564-9300 Email: lpineyro@joneswalden.com About KJ Trade Ltd Inc. KJ Trade Ltd Inc. is an affordable, luxury lifestyle women's swimwear e-commerce brand doing business as Matte Collection. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-51681) on February 21, 2023. In the petition signed by Justinz Wilkerson, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Jeffery W. Cavender oversees the case. The Debtor tapped Leslie M. Pineyro, Esq., at Jones & Waldern LLC as legal counsel and Riolene Ibok, CPA, at Accounting & Tax Advisory Group, PC as accountant. KTS SOLUTIONS: Court OKs Final Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia authorized KTS Solutions, Inc. to use cash collateral on a final basis in accordance with the budget. The Court said all relief granted by the previous cash collateral orders, including but not limited to the authorization to use cash collateral and the provisions of adequate protection, are approved on a final basis. As previously reported by the Troubled Company Reporter, Action Capital asserts a first priority lien secured claim against the Debtor pursuant to a Factoring and Security Agreement dated July 11, 2011, as amended. Net of reserves, Action Capital asserts an unpaid balance as of the Petition Date in the amount of not less than $813,300. Action Capital asserts a security interest in and lien upon, among other things, a first priority lien on substantially all of the Debtor's assets. The Debtor was directed to continue making payments to Action Capital or cause payments to be made to Action Capital, under the Factoring and Security Agreement in the same manner payments were made prior to the Petition Date. To the extent the cash collateral is used by the Debtor and the use results in a diminution of the value of the cash collateral, Action Capital is entitled to a replacement lien in and to the Alleged Prepetition Collateral to the same extent and with the same priority as Action Capital's interest in the Alleged Prepetition Collateral. A copy of the Court's order is available at https://urlcurt.com/u?l=j3YgCV from PacerMonitor.com. About KTS Solutions, Inc. KTS Solutions, Inc. is a Virginia corporation that provides transportation services for disabled veterans, to and from medical appointments, under a series of contracts with the United States Department of Veterans Affairs. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 22-11694) on December 9, 2022. In the petition signed by Kelvin Smith, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Brian F. Kenney oversees the case. Justin P. Fasano, Esq., at McNamee Hosea, P.A., is the Debtor's legal counsel. LARRY BARBER: Unsecureds to Split $75K in Subchapter V Plan ----------------------------------------------------------- Larry Barber Enterprises, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida an Amended Plan of Reorganization for Small Business under Subchapter V dated May 22, 2023. The Debtor is a Florida Corporation with its principal place of business located at 38743 Otis Allen Road, Zephyrhills, FL 33540. Since 1998, the Debtor has been in the business of operating as a full-service provider of tower civil design, construction, and maintenance services across the United States, Puerto Rico, and the U.S. Virgin Islands. After evaluating alternatives, the Debtor determined that a Subchapter V Chapter 11 filing would provide a venue in which to effectively address its current debts and best serve the interests of its creditors, customers, and employees. The Debtor is utilizing the Chapter 11 process to efficiently and effectively reorganize its business and make distributions to creditors. The Debtor anticipates that the Plan will be confirmed in July 2023, and distributions to administrative and secured creditors will begin on August 1, 2023. The Debtor anticipates that payments to unsecured creditors will commence on January 1, 2025, with the last payment being made on December 1, 2029. The Debtor projects that total distributions to unsecured creditors will be approximately $75,000, including distributions on account of the Internal Revenue Service's unsecured claim. This Plan of Reorganization proposes to pay creditors of the Debtor from its net disposable income. Class 11 consists of All NonPriority Unsecured Claims. Each holder of a non-priority unsecured claim against the Debtor shall receive its pro rata share of the Debtor's projected disposable income, as defined by Section 1191(d) of the Bankruptcy Code, after payment of administrative, priority tax, and secured claims as set forth in Article 3 and Classes 1 through 10. Payments shall be made monthly commencing in or about January 2025. The Debtor projects that total distributions to unsecured creditors will be approximately $75,000.00. The Debtor estimates that Class 11's claims will total approximately $475,000.00. Class 11 is impaired by the Plan. Class 12 is comprised of all equity interests in the Debtor, which are owned by Larry Barber. Mr. Barber will retain his equity interests in the Debtor. No distributions will be made to Mr. Barber until the distributions to Class 11 have been made. Class 12 is unimpaired by the Plan. Payments required under the Plan will be funded from (i) existing cash on hand on the Effective Date and (ii) revenues generated by continued operations. A full-text copy of the Subchapter V Plan dated May 22, 2023 is available at https://urlcurt.com/u?l=sVczbh from PacerMonitor.com at no charge. The Debtor is represented by: 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. LIFEPOINT HEALTH: Moody's Cuts CFR to B3 & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Investors Service downgraded LifePoint Health, Inc. Corporate Family Rating to B3 from B2, the Probability of Default Rating to B3-PD from B2-PD, the ratings on the senior secured term loan and senior secured notes to B2 from B1 and the senior unsecured ratings to Caa2 from Caa1. The outlook is revised to stable from negative. The downgrade of LifePoint's ratings reflects Moody's expectation of elevated financial leverage through 2024. The company's debt/EBITDA rose to approximately 8.2 times at the end of March 30, 2023. The primary drivers for the spike in financial leverage were a surge in operating expenses including elevated labor costs and increased spending on new facilities associated with acquisitions completed in 2023. Increased contract labor costs contributed to the increase in operating expenses in 2022 and will continue to pressure margins through 2023, a key social risk exposure inherent in the sector. As temporary labor utilization and costs come down, and the mix changes to include some of the more higher margin segments like behavioral health and IRFs, the company's financial leverage will decline going forward. However, Moody's expects that debt/EBITDA will still remain very high, above 6.0 times, in the next 12-18 months. In the stable outlook, Moody's forecasts that margins will improve resulting from a lower use of contract labor in 2023 and change in service offering mix with the higher margin behavioral health and rehabilitation segments comprising roughly 20% of revenue pro forma for the recent acquisitions. Moody's also anticipates that capital expenditures will decline as IT upgrades and existing facility improvements are completed. Downgrades: Issuer: Lifepoint Health, Inc. Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured Global Notes, Downgraded to B2 from B1 Backed Senior Secured Term Loan B, Downgraded to B2 from B1 Senior Unsecured Global Notes, Downgraded to Caa2 from Caa1 Outlook Actions: Issuer: Lifepoint Health, Inc. Outlook, Changed To Stable From Negative RATINGS RATIONALE LifePoint's B3 CFR reflects the company's high financial leverage, with debt to EBITDA at 8.2 pro-forma for the Springstone transaction, which closed in February 2023. The primary drivers for the spike in financial leverage were a surge in operating expenses including elevated labor costs and increased spending on new facilities associated with acquisitions completed in 2023. Moody's believes LifePoint's combination of acute care, rehabilitation and behavioral health translates into a strong organic growth profile with many opportunities for expansion with acute care hospitals serving as referral source to its other business lines. Moody's expects improvement in LifePoint's leverage and cash flow as labor pressures improve, especially with a decline in the use of contract labor and change in segment mix with a higher percentage of behavioral health that carries higher margins. That said, Moody's forecasts leverage will remain over 6.0x for an extended period of time. LifePoint's rating is supported by the company's large scale and good geographic diversity. Moody's believes that LifePoint will maintain good liquidity for the next year. The company has $131 million of cash as of March 31, 2023. Moody's anticipates LifePoint will generate negative cash flow for the next 12-18 months but that it should improve in 2024. The company's $800 million ABL revolver (unrated, maturing in January 2028), has about $155 million used and about $50 million of LOCs as of March 31, 2023. The company's term loan facility ($3.2 billion as of March 31, 2023) and $1.2 billion of secured notes are rated B2, one notch higher than the B3 corporate family rating. The notching reflects the secured debt effective subordination to the asset-based revolver which has a first lien on certain accounts receivable. The secured debt benefits from the material level of junior capital provided by the $1.8 billion of unsecured debt. The Caa2 rating on the company's unsecured notes is two notches below the B3 corporate family rating and reflects their effective subordination to a material level of secured debt. LifePoint's CIS-4 indicates the rating is lower than it would have been if ESG risk exposures did not exist. This reflects LifePoint's exposure to social risk considerations (S-4) and governance risk considerations (G-4). As a healthcare services provider, LifePoint has exposure to responsible production risk, which considers the company's potential liability related to patient care. In addition, LifePoint has exposure to human capital, as the company relies on highly specialized labor to provide its services. The company is also exposed to societal and demographic trends such as changes in reimbursement rates by its payors, which include government payors, as well as a push towards reducing overall healthcare costs. Governance risk considerations reflect LifePoint's exposure to aggressive financial strategy and limited track record since its acquisition of Kindred Healthcare, LLC and subsequent spin-off of Scion Health in December 2021. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if LifePoint improves profitability and maintains balanced financial policies and good liquidity. Ratings could be upgraded if debt/EBITDA is sustained at 6 times. Ratings could be downgraded if the company's liquidity weakens or if the operating environment weakens significantly including ongoing margin pressure. Ratings could be downgraded if financial policies became more aggressive including debt-financed dividends or leveraging acquisitions. LifePoint Health, Inc., headquartered in Brentwood, Tennessee, is an operator of general acute care hospitals, community hospitals, regional health systems, physician practices, outpatient centers and post-acute care facilities in non-urban markets. Inclusive of Springstone, the company operates 62 community hospitals in 30 states, approximately 37 rehabilitation facilities and 22 behavioral health hospitals, and 200 outpatient centers under the private ownership of funds affiliated with Apollo Global Management, LLC. Revenues are approximately $9 billion pro forma for acquisitions. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. LINCOLN POWER: June 14 Claims Filing Deadline Set ------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware set June 14, 2023, at 5:00 p.m. (Prevailing Eastern Time) as the last date and time for creditors of Lincoln Power LLC and its debtor-affiliates to file their proofs of claim against the Debtors. The Court also set Sept. 27, 2023, at 5:00 p.m. (Prevailing Eastern Time) as the deadline for governmental units to file their claims against the Debtors. A copy of the bar date order and proof of claim form may be obtained by contacting the Debtors' claims agent, in writing, at Omni, Lincoln Power LLC, claims Processing, c/o Omni Agent or online at https://omniagentsolutions.com/lincolnpower. The bar date order can also be viewed on the Court's Website at http://www.deb.uscourts.gov/ If you have questions concerning the filing or processing of claims, contact the Debtors' claims agent, Omni, toll-free at (888) 729-5205. About Lincoln Power Headquartered in Charlotte, N.C., Lincoln Power, L.L.C. is a power company that owns two gas-fired power-generation facilities one of which is located in Elgin, Illinois, and the other of which is located in East Dundee, Illinois. Lincoln Power, LLC and seven affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10382) on March 31, 2023. In the petition signed by Justin D. Pugh, chief restructuring officer, the Debtor disclosed up to $500 million in both assets and liabilities. The Hon. Laurie Selber Silverstein oversees the cases. Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, represents the Debtor. Lawyers at Latham & Watkins LLP and Young Conaway Stargatt & Taylor, LLP serve as the Debtors' bankruptcy counsel. Guggenheim Securities, LLC, is the Debtors' financial advisor and investment banker. Omni Agent Solutions serves as the Debtors' claims and noticing agent. LTL MANAGEMENT: 2 State AGs Join Objections to Chapter 11 Case -------------------------------------------------------------- Anne Wallace of Lawyers and Settlements.com reports that the states of New Mexico and Mississippi joined cancer victims and the U.S. Department of Justice in moving to dismiss the latest LTL bankruptcy petition. The bankruptcy is an essential element of Johnson & Johnson's $8.9 billion offer to settle all outstanding and future talcum powder lawsuits. Of that $8.9 billion, $400 million is reportedly to be set aside to settle state consumer protection lawsuits. The highest individual payments under the settlement would be $500,000 for people diagnosed with terminal mesothelioma before age 45, and $260,000 for people diagnosed with terminal ovarian cancer before age 45. For others, the payout could be as little as $21,000, far less, for example, than the cost of a year's medical treatment for ovarian cancer. Filings from Mississippi and New Mexico argue that the unilateral cap on the company's liability for state consumer protection actions is as unfair to the states as the limit on payments to individuals. Mississippi and New Mexico initially filed consumer protection lawsuits in 2021. Both accused J&J of failing to warn consumers of a possible link between its talcum powder and ovarian cancer. The attorneys general for Arizona, North Carolina, Texas, and Washington have also issued civil investigative demands, and the Maryland attorney general issued an administrative subpoena for consumer protection. The amount of activity suggests that more state consumer protection lawsuits may be in the offing. All talcum powder litigation is stayed until mid-June as settlement negotiations continue. About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. Re-Filing of Chapter 11 Petition On January 30, 2023, a panel of the Third Circuit issued an opinion directing the 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. LYM DEVELOPMENT: Leona Mogavero Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Leona Mogavero, Esq., at Friedman Schuman as Subchapter V trustee for LYM Development, LLC. Ms. Mogavero will be paid an hourly fee of $395 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Mogavero declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Leona Mogavero, Esq. Friedman Schuman 275 Commerce Drive, Suite 210 Fort Washington, PA 19034 Phone: (215) 690-3826 Fax: (215) 635-7212 Email: LMogavero@fsalaw.com About LYM Development LYM Development, LLC is a New Jersey-based company engaged in activities related to real estate. LYM Development filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 23-11435) on May 17, 2023, with $35,700 in assets and $4,447,494 in liabilities. Judge Patricia M. Mayer oversees the case. Holly S. Miller, Esq., at Gellert, Scali, Busenkell & Brown, LLC is the Debtor's legal counsel. LYM DEVELOPMENT: Taps Gellert Scali Busenkell & Brown as Counsel ---------------------------------------------------------------- Lym Development, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Gellert Scali Busenkell & Brown, LLC as its legal counsel. The firm's services include: (a) providing the Debtor with advice and preparing all necessary documents regarding debt restructuring, bankruptcy and asset dispositions; (b) taking all necessary actions to protect and preserve the Debtor's estate during the pendency of its Chapter 11 case, including the prosecution of actions by the Debtor, the defense of actions commenced against the Debtor, negotiations concerning litigation in which the Debtor is involved and objecting to claims filed against the estate; (c) preparing legal papers; (d) counseling the Debtor regarding its rights and obligations; (e) appearing in court; and (f) other legal services, which may be necessary and proper in the Debtor's Chapter 11 proceeding. The firm will be paid at these rates: Holly S. Miller $400 per hour Michael A. Cataldo $350 per hour Paraprofessionals $120 to $225 per hour The firm received from the Debtor a retainer of $25,000. Holly S. Miller, Esq., a partner at Gellert Scali Busenkell & Brown, LLC, disclosed in a court filing that his firm neither holds nor represents an interest adverse to the Debtor's estate. The firm can be reached through: Holly S. Miller, Esq. Gellert Scali Busenkell & Brown, LLC 1628 John F. Kennedy Blvd., Suite 1901 Philadelphia, PA 1910 Tel: (215) 238-0012 Email: hsmiller@gsbblaw.com About Lym Development LYM Development, LLC in Blackwood, NJ, filed its voluntary petition for Chapter 11 protection (Bankr. E.D. Pa. Case No. 23-11435) on May 17, 2023, listing $35,700 in assets and $4,447,494 in liabilities. Michaela Hayes, 100 Percent LLC Member/President, signed the petition. Judge Patricia M. Mayer oversees the case. Gellert Scali Busenkell & Brown, LLC serves as the Debtor's legal counsel. MADERA COMMUNITY: Taps JWT & Associates as Accountant ----------------------------------------------------- Madera Community Hospital seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ JWT & Associates, LLP to prepare its quarterly and annual OSHPD reports. The firm will be paid based upon its normal and usual hourly billing rates. As disclosed in court filings, JWT & Associates is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Rick Jackson JWT & Associates, LLP 1111 E. Herndon Avenue, Suite 211 Fresno, CA 93720 Tel: (559) 431-7708 Fax: (559) 431-7685 About Madera Community Hospital Madera Community Hospital operates a general medical and surgical hospital in Madera, Calif. Madera Community Hospital sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-10457) on March 10, 2023. In the petition signed by its chief executive officer, Karen Paolinelli, the Debtor disclosed $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge Rene Lastreto II oversees the case. The Debtor tapped Riley C. Walter, Esq., at Wanger Jones Helsley, as bankruptcy counsel; McCormick Barstow LLP and Ward Legal, Inc. as special counsels; and JWT & Associates, LLP as accountant. MATCON CONSTRUCTION: July 18 Plan Confirmation Hearing Set ---------------------------------------------------------- Matcon Construction Services, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida a Disclosure Statement describing Chapter 11 Plan. On May 25, 2023, Judge Roberta A. Colton conditionally approved the Disclosure Statement and ordered that: * July 18, 2023 at 9:30 a.m. in Tampa, FL − Courtroom 9A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue is the hearing on confirmation of the Plan. * Parties in interest shall submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than 8 days before the date of the Confirmation Hearing. * Objections to confirmation shall be filed with the Court and served on the Local Rule 1007−2 Parties in Interest List no later than 7 days before the date of the Confirmation Hearing. * The Plan Proponent shall file a ballot tabulation no later than 96 hours prior to the time set for the Confirmation Hearing. A copy of the order dated May 25, 2023 is available at https://urlcurt.com/u?l=RnLRDS from PacerMonitor.com at no charge. Counsel to the Debtor: Scott A. Underwood, Esq. Megan W. Murray, Esq. Adam M. Gilbert, Esq. Underwood Murray PA 100 N Tampa St. Suite 2325 Tampa, FL 33602 Tel: (813) 540-8401 Email: sunderwood@underwoodmurray.com mmurray@underwoodmurray.com agilbert@underwoodmurray.com About Matcon Construction Services Matcon Construction Services, Inc. provides general contracting, solar solutions and development services. The company is based in Tampa, Fla. Matcon Construction Services sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00215) on Jan. 20, 2023. In the petition signed by Derek Mateos, president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Roberta A. Colton oversees the case. The Debtor tapped Scott Underwood, Esq., at Underwood Murray, P.A. as bankruptcy counsel; MGS Law, P.A. as special counsel; and Small Business CFO as accountant. MDWERKS INC: Delays Filing of March 31 Form 10-Q ------------------------------------------------ MDwerks, Inc. filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Quarterly Report on Form 10-Q for the period ended March 31, 2023. The Company was unable to file, without unreasonable effort or expense, its Quarterly Report on Form 10-Q by May 15, 2023, its original due date. About MDWerks MDwerks, Inc. is a public shell company seeking to create value for its shareholders by merging with another entity with experienced management and opportunities for growth in return for shares of its common stock. MDwerks reported a net loss of $136,721 for the year ended Dec. 31, 2022, compared to net income of $37,976 for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had zero asset, $128,075 in total liabilities, and a total stockholders' deficit of $128,075. Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has suffered net losses from operations and a deficit in equity, which raises substantial doubt about its ability to continue as a going concern. MDWERKS INC: To File Amended Form 10-K for 2022 ----------------------------------------------- M&K CPAS, PLLC, MDwerks, Inc.'s independent registered public accounting firm, notified the Company that the Company's balance sheet as of Dec. 31, 2022, and the related statements of operations, statement of changes in stockholders' equity (deficit), and cash flows included in the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 27, 2023 should be restated and should no longer be relied upon. Subsequent to the Company's filing of the 10-K, it was discovered that a bank account of the Company was not included in the 10-K, and the Company determined that the errors required adjustment of 2022 Financial Statements. This led to an understatement of certain expenses and an understatement of the Company's cash balance. The Company and M&K determined that the reporting effects of the above errors had a material impact to the 2022 Financial Statements included in the 10-K. As a result, the 2022 Financial Statements will be restated, and the Company will file an amendment to the 10-K with the SEC. The Company's management concluded that in light of the errors mentioned above, a material weakness existed in the Company's internal control over financial reporting as of December 31, 2022, and the Company's disclosure controls and procedures were not effective as of Dec. 31, 2022. About MDWerks MDwerks, Inc. is a public shell company seeking to create value for its shareholders by merging with another entity with experienced management and opportunities for growth in return for shares of its common stock. MDwerks reported a net loss of $136,721 for the year ended Dec. 31, 2022, compared to net income of $37,976 for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had zero asset, $128,075 in total liabilities, and a total stockholders' deficit of $128,075. Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has suffered net losses from operations and a deficit in equity, which raises substantial doubt about its ability to continue as a going concern. MERCURITY FINTECH: Co-Founds "Fresh First" Food Delivery Service ---------------------------------------------------------------- Mercurity Fintech Holding Inc. announced the co-founding of "Fresh First, Inc.", a same-day meat, produce and grocery delivery service targeting urban, working Americans in higher income brackets willing to pay for fresh, healthy ingredients and convenience. With its unwavering commitment to enhancing the quality of life through time and cost savings enabled by digital convenience, MFH is now putting this mission to practice through Fresh First. Fresh First is a 100% digital online food delivery service founded in May 2023 and will service customers in major cities along the east coast of the United States, providing same-day delivery of locally sourced meats, vegetables, fruits, and grocery items. Fresh First intends to partner with Mercurity Fintech Holding, Inc. to create the Fresh First App to interface with customers as well as to develop the digital payment systems to process customer's orders. According to Grand View Research, Inc. the global online food delivery service is expected to grow to $505.5 billion by 2030 and at a compound annual growth rate (CAGR) of 10.3% from 2023 to 2030. Fresh First will operate from its flagship location in the New York metropolitan area, which provides access to more than 20 million potential customers and the company has plans to expand its business to every major city along the east coast, from Boston to Atlanta, in the coming years. "I am excited to announce the launching of Fresh First, Inc. as both the CEO of Mercurity Fintech Holding Inc. as well as co-founder and director of Fresh First. From MFH's perspective, this partnership creates many synergies as our Company will develop the digital payment systems and launch the Fresh First App which will provide us the opportunity to interface directly with customers, receive feedback, and continue to improve upon our digital payment solutions," Shi Qiu commented. "One of the scarcest resource for hard-working Americans is time. Through Fresh First, we aim to restore both the quantity and quality of their time by offering affordable prices and a wide array of convenient, locally sourced food choices that promote a healthier lifestyle. As a fintech company, our mission is to help people save time and money for a better life." About Mercurity Formerly known as JMU Limited, Mercurity Fintech Holding Inc. is a digital fintech group powered by blockchain technology. The Company's primary business scope includes digital asset trading, asset digitization, cross-border remittance and other services, providing compliant, professional, and highly efficient digital financial services to its customers. The Company recently began to narrow in on Bitcoin mining, digital currency investment and trading, and other related fields. This shift has enabled the company to deepen its involvement in all aspects of the blockchain industry, from production to circulation. Mercurity reported a net loss of US$5.63 million in 2022, compared to a net loss of US$21.66 million in 2021. As of Dec. 31, 2022, the Company had US$18.89 million in total assets, US$2.06 million in total liabilities, and US$16.83 million in total shareholders' equity. Singapore-based Onestop Assurance PAC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 25, 2023, citing that the Company has incurred recurring operating losses and negative cash flows from operating activities and has an accumulated deficit, which raise substantial doubt about its ability to continue as a going concern. MERIDIAN INVENTORY: Unsecured Creditors to Split $382K in 5 Years ----------------------------------------------------------------- Meridian Inventory Services, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Plan of Reorganization dated May 22, 2023. The Debtor operates a business that audits pharmacies for hospitals across the country. The owners and operators of the Debtor are Christopher Green and Ryan Williams. The Debtor's shareholders are Christopher Green and Ryan Williams. The Debtor employs Mr. Green as its CEO and CFO and Mr. Green receives an annual salary from the Debtor of $83,200.00. The Debtor also employs Mr. Williams as its COO and he also receives an annual salary of $83,200.00. This Plan deals with all property of Debtor and provides for treatment of all Claims against Debtor and its property. Class 1 shall consist of General Unsecured Claims including any potential deficiency claims. If the Plan is confirmed under Section 1191(a) of the Bankruptcy Code, the Debtor shall pay the General Unsecured Creditors $381,642.70 pro rata in five annual installments to be paid on or before December 31st of each year beginning on December 31, 2023. General Unsecured Creditors will receive 5 disbursements of $76,328.54. The allowed unsecured claims total $733,594.99. If the Plan is confirmed under Section 1191(b) of the Bankruptcy Code, Class 1 shall be treated the same as if the Plan was confirmed under Section 1191(a) of the Bankruptcy Code. Notwithstanding anything else in this document to the contrary, any claim listed shall be reduced by any payment received by the creditor holding such claim from any third party or other obligor and Debtor's obligations hereunder shall be reduced accordingly. The Claims of the Class 1 Creditors are Impaired by the Plan, and the holders of Class 1 Claims are entitled to vote to accept or reject the Plan. Class 2 consists of Mr. Green and Mr. Williams as the equity interest holders of the Debtor. Mr. Green and Mr. Williams shall retain their respective interests in the reorganized Debtor as 50- 50 owners of its outstanding shares. The source of funds for the payments pursuant to the Plan is the Debtor's continued business operations. After the Confirmation Date, Debtor is authorized to sell or refinance all its assets, specific assets including its real property, free and clear of liens, claims and encumbrances as set forth herein (the "Sale Procedures"). In the event the applicable assets are subject to secured claims, Debtor is authorized to sell or refinance such property free and clear of liens, claims and encumbrances on the following terms: * If selling or refinancing the entire property, Debtor may sell or refinance such property for any amount (a release amount) that is at least equal to the outstanding amount of Allowed Secured Claims securing such property, or such other amount as the holder of the Allowed Secured Claim and the Debtor agree; and * If selling or refinancing a portion of the property, such as a lot or portion of the acreage, Debtor may sell or refinance such property for any amount (a release amount) that is at least equal to the outstanding amount of Allowed Secured Claims securing such property, or such other amount as the holder of the Allowed Secured Claim and the Debtor agree. A full-text copy of the Plan of Reorganization dated May 22, 2023 is available at https://urlcurt.com/u?l=dSDOgJ from PacerMonitor.com at no charge. Attorneys for the Debtor: Will B. Geer, Esq. Caitlyn Powers, Esq. Rountree Leitman Klein & Geer, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Telephone: (404) 584-1238 Facsimile: (404) 704-0246 Email: wgeer@rlkglaw.com About Meridian Inventory Services Meridian Inventory Services, Inc., is a provider of medical and pharmaceutical inventory services in Kennesaw, Ga. Meridian Inventory Services filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-51682) on Feb. 21, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Christopher E. Green, chief executive officer and chief financial officer, signed the petition. Judge Lisa Ritchey Craig oversees the case. The Debtor tapped Will B. Geer, Esq., at Rountree Leitman Klein & Geer, LLC as counsel and Daryle W. Yergler CPA, LLC, as accountant. METAL CHECK: Taps Christopher A. Wood & Associates as Counsel ------------------------------------------------------------- Metal Check, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Christopher A. Wood & Associates, P.C. as counsel. The firm's services will include: a. representation of estate's interest in matters and proceedings arising in or relating to this case; b. investigation, and if advisable, prosecution of causes of action belonging to the estate under applicable non-bankruptcy law; c. preparation of a business plan and confirmation of a plan of reorganization; and d. performing the various legal services which are not the province of a trustee. Christopher Wood, Esq., will charge an hourly fee of $350 and will seek reimbursement for work-related expenses. Mr. Wood disclosed in court filings that he is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Christopher A. Wood, Esq. Christopher A. Wood & Associates, P.C. 1133 N. Portland Avenue Oklahoma City, OK 73107 Telephone: (405) 525-5005 Facsimile: (405) 521-8567 Email: cawlaw@hotmail.com About Metal Check Metal Check, Inc. in Oklahoma City, OK, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Okla. Case No. 23-11279) on May 16, 2023, listing $841,675 in assets and $2,033,069 in liabilities. Diana Salazar as president, signed the petition. Judge Janice D. Loyd oversees the case. Christopher A. Wood & Associates, P.C. serves as the Debtor's legal counsel. MICHAEL LOWE: $122K Sale of Vacant Lot in Payson to Hoff Approved ----------------------------------------------------------------- Judge Madeleine C. Wanslee of the U.S. Bankruptcy Court for the District of Arizona authorized Michael and Karen Lowe's sale of the real property located at 1203 N. Marissa Circle, in Payson, Arizona, a vacant lot, to Barry D. Hoff for $122,000. The terms, conditions, and transactions contemplated by the Vacant Land/Lot Purchase Contract are approved in all respects, and the Debtors are authorized to sell the Vacant Lot free and clear of those liens, claims, encumbrances, and interests. The Debtors and the Purchaser will close the sale pursuant to the Purchase Contract as soon as possible and on such date as the Parties mutually agree. If the Purchaser fails to close this sale, his earnest money will be handled in accordance with the terms of the Purchase Contract and paid over immediately to the fiduciary account administered by the Subchapter V Trustee pending further order of the Court. The title company is directed that it will immediately disburse all closing costs and commissions, and payment for Gila County's tax liens and prorated tax amounts up to the closing date, at closing directly from escrow, without further order of the Court. It is hereby directed to pay all other reasonable and customary escrow fees, recording fees, title insurance premiums, and closing costs necessary and proper to conclude the sale of the Vacant Lot. The bankruptcy case is In re: Michael and Karen Lowe, Case No. 2:22-bk-03296-MCW (Bankr. D. Ariz.). MKS REAL ESTATE: Unsecureds Will Get 100% of Claims in Plan ----------------------------------------------------------- MKS Real Estate, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a Disclosure Statement regarding a Proposed Plan of Reorganization dated May 25, 2023. The Debtor owned a commercial real estate building as the premises most generally described as 9100 U.S. Highway 287, Suite 200, Fort Worth, Texas 76177 ("Real Property"). Monbanc Corporation leased a majority of the Debtor's total available space, and the Debtor made improvements to its property to accommodate Monbanc. After Monbanc moved out of the Real Property, the Debtor frantically engaged in conversations with parties interested in both purchasing the Real Property as well as parties interested in replacing Monbanc as a tenant at the Premises. The Debtor filed a chapter 11 petition to seek additional time to reorganize its affairs for the benefit of all creditors, the estate, and parties in interest. Hilco Real Estate, LLC, the real estate agent for the Debtor, identified a purchaser for Debtor's Real Property at a price of $11.8 million. The Court later entered an order authorizing the sale of the Debtor's Real Property on April 7, 2023, which closed on April 14, 2023. At closing, the Claims of Westdale, Resolution, and Frost Bank were paid in full subject to disgorgement upon an objection filed by Debtor. Similarly, the sale order required the Debtor to escrow approximately $285,825 subject to the resolution of two materialmen's and mechanic's liens ("M&M Liens") filed by Texas State Electric, Inc. and Crawford Electric Supply Company, Inc. ("Crawford Electric," and collectively with Texas Electric, the "M&M Lien Claimants"). M&M Lien Claimants erroneously filed liens against the Real Property for Monbanc's order of specialized equipment for Monbanc's own business purposes. The sale order preserved Debtor's right to seek avoidance of the M&M Liens after an adversary proceeding. The Debtor is proposing this Plan to reorganize and pay all allowed claims in full in the best interests of creditors and parties in interest. The Debtor sold its Real Property, which closed on April 14, 2023, for $11.8 million. After closing, there was approximately $1,377,453.13 in Cash remaining from the sale. This sum is sufficient to pay the remaining Holders of Claims in full and United States Trustee fees, with the remaining funds paid to the Interest Holder. Despite the contested nature of a handful of certain Claims, the Debtor does not believe or anticipate that there will be material fluctuations in its remaining Cash that will impair its ability to perform under the Plan. Thus, Debtor is able to make all payments under the Plan from its available Cash. The Class III Allowed General Unsecured Claims are unimpaired. The Holders of Allowed General Unsecured Claims are not entitled to vote on the Plan. The Allowed General Unsecured Claims are estimated to be $21,042 or less. The Holders of Allowed General Unsecured Claims will be paid in Cash in full on or before the Effective Date. The Debtor believes the proposed treatment will be sufficient to pay the Holders of Allowed General Unsecured Claims in full. This Class will receive a distribution of 100% of their allowed claims. The Class IV Allowed Interests in Debtor are unimpaired. The Holders of Allowed Interests in Debtor are not entitled to vote on the Plan. A full-text copy of the Disclosure Statement dated May 25, 2023 is available at https://urlcurt.com/u?l=XNytug from PacerMonitor.com at no charge. Bankruptcy Counsel to the Debtor: M. Jermaine Watson, Esq. Cantey Hanger, LLP 600 W. 6th Street, Suite 300 Forth Worth, TX 76102 Tel: (817) 877-2800 Fax: (817) 333-2961 Email: jwatson@canteyhanger.com About MKS Real Estate MKS Real Estate, LLC owns and operates an office building valued at $14.4 million. It is based in Fort Worth, Texas. MKS Real Estate filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 21-40424) on March 1, 2021. On Oct. 28, 2021, the court entered an agreed order dismissing the bankruptcy case for one year or until such time that the claim was paid in full, or the property is foreclosed, whichever was later. In consideration for the Debtor being given one year to sell the real property, the court ordered "that [Cadence (formerly known as BancorpSouth)] will have the right to post the real property for non-judicial foreclosure and proceed with the foreclosure on Nov. 1, 2022 in the event the claim is not paid in full on or before Oct. 31, 2022." MKS Real Estate again filed a Chapter 11 petition (Bankr. N.D. Texas on Case No. 22-42618) on Oct. 31, 2022. In the petition filed by Olufemi Ashadele as owner, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. Judge Edward L. Morris oversees the 2022 case. The Debtor is represented by M. Jermaine Watson, Esq., at Cantey Hanger, LLP. MLCJR LLC: American Panther Named to Creditors' Committee --------------------------------------------------------- The U.S. Trustee for Region 7 filed a corrected notice of appointment of official committee of unsecured creditors in the Chapter 11 cases of MLCJR, LLC and its affiliates. In its notice, the U.S. Trustee disclosed that American Panther, LLC is the actual claim holder and Third Coast Midstream Holdings, LLC is its parent. Third Coast was originally listed as the creditor appointed where American Panther, LLC is now listed. As of May 30, the committee members are: 1. Westchester Fire Insurance Co. Attn: Douglas J. Wills 436 Walnut St., WA10A Philadelphia, PA 19106 Phone: (215) 640-1835 Email: dwills@chubb.com 2. GOL, LLC Attn: Rec Chaddock 4535 Hwy 308 P.O. Box 309 Raceland, LA 70394 Phone: (985) 532-1060 Email: rec@gulf-log.com 3. American Panther, LLC Attn: Nadine Moustafa 1501 McKinney Street, Ste. 800 Houston, TX 77002 Phone: (202) 368-0984 Email: nmoustafa@third-coast.com 4. Turnkey Offshore Project Services, LLC Attn: George Nalley 2450 Severn Ave., Suite 100 Metairie, LA 70001 Phone: (504) 838-8188 Email: george@gnalley.com 5. Quality Production Management, LLC Attn: John C. Nunnally 425 Griffin Road Youngsville, LA 70592 Phone: (337) 857-6000 Email: cnunnally@qualitycompanies.com 6. Chet Morrison Contractors Attn: Leroy Guidry, CFO P.O. Box 3301 Houma, LA 70361 Phone: (985) 850-1203 Email: lguidry@morrisonenergy.com 7. Burner Fire Control Matthew Cruse P.O. Box 53482 Lafayette, LA 70505 Phone: (337) 237-4547 Email: mdcruse@burnerfire.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About MLCJR LLC MLCJR LLC and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90324) on May 14, 2023. At the time of the filing, MLCJR reported as much as $50,000 in assets and $100 million to $500 million in liabilities. Judge Christopher M. Lopez oversees the cases. Jackson Walker, LLP and Latham & Watkins, LLP serve as the Debtors' legal counsels. Kroll Restructuring Administration, LLC is the claims, noticing, and solicitation agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors on May 30, 2023. The committee is represented by Charles Koster, Esq. NAKED RIVER: Unsecureds to Get Share of Income for 5 Years ---------------------------------------------------------- Naked River Brewing Company, LLC ("NRB") and Robert J. Raulston filed with the U.S. Bankruptcy Court for the Eastern District of Tennessee a Joint Plan of Reorganization dated May 23, 2023. NRB is a Tennessee limited liability company that provides manufacturing and resale of craft malt beverages as a wholesaler. NRB was established in 2018 by Mr. Raulston, its President and managing member, along with eleven other members. Despite NRB's reluctance to file Chapter 11, it became clear that a Chapter 11 restructuring was the most expeditious route to continue NRB's business, honor its obligations to its clients, preserve jobs for its employees, and satisfy obligations to its creditors. Because Mr. Raulston personally guaranteed substantially all of the NRB's debts, he also filed his own Chapter 11 petition on the petition date. NRB has total unsecured debt of approximately $241,655.73, not including lease obligations, or potential contingent and unliquidated claims. Mr. Raulston has total unsecured debt of approximately $21,591.92, not including lease obligations, potential contingent and unliquidated claims, or claims where NRB is obligated on the same debt. This Plan is NRB and Mr. Raulston's comprehensive proposal to honor their obligations in a responsible manner that will enable NRB to continue its operations including brewing beer, serving customers in its taproom/restaurant and event space, and proving product to wholesalers. Each Holder of an Allowed Unsecured Claim in Class 8A against NRB shall be paid its pro rata portion of NRB's Disposable Income during the Commitment Period in quarterly installments beginning on the effective date. Each Holder of an Allowed Unsecured Claim in Class 8B against Mr. Raulston shall be paid its pro rata portion of Raulston's disposable income during the commitment period in quarterly installments beginning on the effective date. Except for any property to be sold, abandoned, or otherwise relinquished under this Plan, all persons or entities holding equity interests in NRB shall retain their membership interest in NRB. Mr. Raulston shall retain ownership of his property. The Debtors shall use proceeds from operation of the business to pay all required payments on the effective date and all payments due under the Plan on an on-going basis. The Plan proposes payment in full of all Secured Claims, and payments of the Debtors' Disposable Income for 5 years for Unsecured Claims. A full-text copy of the Joint Plan dated May 23, 2023 is available at https://urlcurt.com/u?l=M3UJdu from PacerMonitor.com at no charge. Counsel for Debtors: Jeffrey W. Maddux, Esq. Cecilia Y. Garrett, Esq. 605 Chestnut Street, Suite 1700 Liberty Tower Chattanooga, Tennessee 37450 Email: jmaddux@chamblisslaw.com Email: cgarrett@chamblisslaw.com About Naked River Brewing Company Naked River Brewing Company, LLC is a Tennessee limited liability company that provides manufacturing and resale of craft malt beverages as a wholesaler. The Debtor 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., is the Debtor's legal counsel. NEUBERT CONSTRUCTION: Unsecureds Owed $958K to Get Share of Income ------------------------------------------------------------------ Neubert Construction Services, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida a Subchapter V Plan of Reorganization dated May 25, 2023. The Debtor has been providing civil construction services to residential, commercial, and municipal customers in the Southwest Florida area since 1995. The Debtor's business operations are located at 3791 Dr Martin Luther King Jr Blvd., Unit 3, Fort Myers, FL 33916, which it leases from PCMT Properties, LLC. The Debtor's principal place of business is in Fort Myers, Florida. The Debtor unfortunately suffered the consequences of Hurricane Ian, as well as the loss of two contracts. In addition, the Debtor's primary customer reduced its demand for services. However, since the Petition Date, the Debtor has worked to expand its services to include installation of fencing. The Debtor filed this case in order to reorganize for the benefit of all creditors. The Debtor's Plan will be funded by income derived from projected disposable income. In addition, pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure, the Plan incorporates a settlement of the amount owed by Mr. Neubert for a loan made by the Debtor in the amount of approximately $395,000 (the "Shareholder Receivable"). In full settlement of the amount owed by Mr. Neubert, Mr. Neubert will pay $25,000 over twelve months (the "Shareholder Receivable Settlement"). The Debtor has made the business decision that the Shareholder Receivable Settlement is reasonable because, among other things, the ability to collect from Mr. Neubert will be difficult. The Debtor's projected disposable income and the Shareholder Receivable Settlement will, among other things, result in (a) payment of all administrative expenses of the chapter 11 case which are currently estimated to be $50,000, for all professional fees including the fees of the Debtor's counsel and subchapter V Trustee; (b) payment of priority tax claims; (c) payment of the priority claim filed by the Tennerys; and (c) payment of approximately 28% of the allowed claims of unsecured creditors. The final Plan payment is expected to be paid in the 60th month from confirmation of the Plan which is anticipated to be made in calendar year 2028. This Plan of Reorganization proposes to pay all creditors of the Debtor from projected disposable income derived from business operations and the Shareholder Receivable Settlement. This Plan provides for 2 classes of secured claims, 1 class of an unsecured claim held by a former customer who posted a deposit, whose claim will be paid in full over one year, 1 class of non-priority unsecured claims and 1 class of equity interest holders. Class 3 consists of the claim of Thomas and Ann Tennery, who filed Claim No. 5 in the amount $50,000 as a priority unsecured claim in the amount of $1,800 and a non-priority unsecured claim in the amount of $48,200. The Debtor shall pay the Class 3 priority unsecured claim of $1,800.00 in full on the Effective Date of the Plan. The Debtor performed work totaling approximately $6,700 when the underlying contract was improperly terminated. The remaining non-priority unsecured claim of $41,500 shall be paid in full in 4 quarterly payments of $10,328 each. The first quarterly payment shall be made on the first business day following the end of the calendar quarter in which the Effective Date occurs. Class 4 consists of all non-priority unsecured claims. The Debtor estimates that the total amount of the unsecured allowed claims is approximately $958,130. Each Holder of an allowed unsecured claim shall receive five annual payments of such Holder's pro rata share of projected disposable income. The first payment shall be made one year after the Effective Date and on an annual basis each year thereafter, with the last payment due on the fifth anniversary of the Effective Date. Class 5 consists of the equity interests of the Debtor, which consists of Heather Neubert owning 67% of the Debtor and Tyler Neubert owning 33% of the Debtor. Class 5 claimants are retaining their equity interests. The Plan will be funded from income derived from projected disposable income and the Shareholder Receivable Settlement. A full-text copy of the Subchapter V Plan dated May 25, 2023 is available at https://urlcurt.com/u?l=jxpqky from PacerMonitor.com at no charge. Attorneys for Debtor: Edward J. Peterson, Esq. Johnson Pope Bokor Ruppel & Burns, LLP 401 E. Jackson Street, Suite 3100 Tampa, FL 33602 Telephone: (813) 225-2500 Email: epeterson@jpfirm.com About Neubert Construction Services Neubert Construction Services, Inc., is a certified general and certified underground utility excavation contractor located in Fort Myers, Florida. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00200) on Feb. 14, 2023, with as much as $1 million in both assets and liabilities. Judge Caryl E. Delano oversees the case. Edward J. Peterson, Esq., at Stichter Riedel Blain & Postler, P.A., represents the Debtor. NEW HOME: S&P Assigns 'B-' Rating on New Senior Unsecured Notes --------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery rating to California-based homebuilder The New Home Co. Inc.'s new senior unsecured notes. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default. S&P said, "We believe the company will maintain its current debt leverage following this issuance because we expect it will have a limited impact on its credit profile, given its performance and supportive credit metrics amid the recent market turbulence. New Home Co. will issue new senior notes with an increased coupon (to 8.250%) at the settlement date--stepping up to 11.000% on Oct. 15, 2025, and 12.250% on Oct. 15, 2026--and a later maturity date (October 2027), which it will exchange par-for-par for any and all of its existing 7.25% senior unsecured notes due October 2025 "We see the proposed transaction as largely proactive treasury management due to the par value exchange, step-up in interest rate, and extended maturity by two years. We continue to expect the company will operate with debt leverage at or near current levels over the next 12 to 24 months. Additionally, our ratings reflect our forecast for a softer landing in the homebuilding market than we previously anticipated, given that the company's performance has remained in line with our expectations for the credit rating. This includes our expectation that its S&P Global Ratings-adjusted leverage will remain below the downgrade trigger of 10x over the next 12-24 months. Our 'B-' issuer credit rating on The New Home Co. largely reflects the inherent risk of its ownership by financial sponsor Apollo Global Management. "Our 'B-' issue-level rating and '3' recovery rating on the company's existing debt are unaffected." NEWCO LLC: U.S. Trustee Unable to Appoint Committee --------------------------------------------------- The U.S. Trustee for Region 1 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of NewCo LLC. About NewCo LLC NewCo, LLC owns units in the Forest Wood Development and Forest Gardens Development and an undeveloped property in the Forest Gadens Development, valued at $8.5 million in the aggregate. The company is based in Nashua, N.H. NewCo sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.H. Case No. 23-10250) on May 12, 2023, with $1 million to $10 million in both assets and liabilities. Judge Bruce A. Harwood oversees the case Ascendant Law Group, LLC is the Debtor's legal counsel. NEWTON CONSTRUCTION: Updates Unsecured Claims Pay Details --------------------------------------------------------- Newton Construction LLC submitted a Plan of Reorganization for Small Business under Subchapter V. Since August 2018, the Debtor has been in the business of construction. The final Plan payment is expected to be paid on January 1, 2028. Class 3 consists of Non-Priority Unsecured Claims: * Class 3a American Express National Bank has a $104,794 claim unsecured. Payments of $1,747 will be paid monthly for 60 months. Unsecured to be paid 100% of claim over 60 months. * Class 3b Fox Trot has a $21,290 claim unsecured. Payments of $354.83 will be paid monthly for 60 months. Unsecured to be paid 100% of claim over 60 months. * Class 3c Mitsubishi HC Capital America has a $6,520 claim unsecured. Payments of $310.46 will be paid monthly for 60 months. Unsecured to be paid 100% claim over 60 months. * Class 3d JP Morgan Chase has a $18,534 claim unsecured. Payments of $308.91 will be paid monthly for 60 months. Unsecured to be paid 100% of claim over 60 months. * Class 3e Mulligan Funding LLC has a $66,509 claim unsecured. Payments of $1,108 will be paid monthly for 60 months. Unsecured to be paid 100% of claim over 60 months. * Class 3f JP Morgan Chase 1988 has a $26,621 claim unsecured. Payments of $443.69 will be paid monthly for 60 months. Unsecured to be paid 100% of claim over 60 months. * Class 3g Dedicated Financial GBC has a $130,000 claim unsecured. Payments of $2,167 will be paid monthly for 60 months. Unsecured to be paid 100% of claim over 60 months. * Class 3h NewCo has scheduled amount of $30,000. Payments of $500 will be paid monthly for 60 months. Unsecured to be paid 100% of claim over 60 months. * Class 3i Pinnacle has a scheduled amount of $19,213. Payments of $320.21 will be paid monthly for 60 months. Unsecured to be paid 100% of claim over 60 months. * Class 3j Protrade has a scheduled amount of $30,000. Payments of $500 will be paid monthly for 60 months. Unsecured to be paid 100% of claim over 60 months. A full-text copy of the Plan of Reorganization dated May 25, 2023 is available at https://urlcurt.com/u?l=lNgxIo from PacerMonitor.com at no charge. About Newton Construction Newton Construction LLC is a general contractor in North Las Vegas, Nevada. Newton Construction filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-13186) on Sept. 3, 2022. In the petition filed by John Newton, the Debtor reported assets between $100,000 and $500,000 and liabilities between $500,000 and $1 million. The Law Office of Corey B. Beck P.C. is the Debtor's counsel. NORTHWOODS PETS: Taps Steinhilber Swanson as Legal Counsel ---------------------------------------------------------- Northwoods Pets, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ Steinhilber Swanson, LLP as its bankruptcy counsel. The firm's services include: a. preparing bankruptcy schedules and statements; b. assisting in preparing the disclosure statement and plan of reorganization and attendant negotiations and hearings; c. preparing and reviewing pleadings, motions and correspondence; d. negotiating with creditors and contract counter-parties and litigating contested issues as necessary; e. appearing at and being involved in various proceedings before this Court; f. handling case administration tasks and dealing with procedural issues; g. assisting the Debtor with the commencement of DIP operations, including the 341 meeting and monthly reporting requirements; and h. analyzing claims and prosecuting claim objections. The firm will be paid at these rates: John W. Menn, Partner $475 per hour Beth M. Brockmeyer, Associate $395 per hour Cynthia A. Krutke, Paralegal $195 per hour The firm received from the Debtor a retainer of $15,000. John W. Menn, Esq., a member of Steinhilber Swanson, LLP, 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: John W. Menn, Esq. Steinhilber Swanson, LLP 107 Church Avenue Oshkosh, WI 54901 Telephone: (920) 235-6690 Facsimile: (920) 426-5530 Email: jmenn@steinhilberswanson.com About Northwoods Pets Northwoods Pets, LLC filed a Chapter 11 bankruptcy petition (Bankr. W.D. Wis. Case No. 23-10800) on May 17, 2023. The Debtor tapped Steinhilber Swanson, LLP as its bankruptcy counsel. OFFSHORE SPARS: Seeks Chapter 11 Bankruptcy Protection ------------------------------------------------------ Kurt Nagl of Crain's Detroit Business reports that the owner of a Chesterfield Township-based manufacturer of masts, booms and poles for sailboats has filed a petition for Chapter 11 bankruptcy protection in an attempt to right the ship shortly after taking it over. Offshore Spars Co. is seeking protection under Subchapter V of the Chapter 11 code, an option many small local companies have utilized to save money and time reorganizing. The company, whose principal is Eric Graczyk, has more than 200 creditors and up to $10 million in liabilities, according to its voluntary petition in U.S. Bankruptcy Court Eastern District of Michigan. The company was founded in 1976 and has 12 employees. In addition to making composite and carbon fiber components for the "global superyacht market," Offshore Spars replaces and services rigging for yachts and does carbon fiber manufacturing for the automotive and aerospace industries. Graczyk bought the company last year from Steven King, who is listed among the company's largest creditors with a $1.2 million unsecured claim that is disputed, according to the creditor matrix. The largest creditor listed is Pathward, National Association, with a pair of unsecured claims totaling nearly $2 million. "Not until after the purchase of the debtor did Mr. Graczyk discover numerous financial improprieties, breaches of warranties, and general mismanagement that had befallen the debtor under previous ownership," according to the declaration. About Offshore Spars Co. Offshore Spars Co. was established in 1976 and its primary business is designing and manufacturing carbon fiber and composite masts and booms for the global superyacht market. Offshore Spars has additional lines of business including replacement and service of standing and running rigging for yachts, e-commerce, and carbon fiber manufacturing for other industries, including the aerospace and automotive industries. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-44657) on May 23, 2023. In the petition filed by Eric Graczyk, president, the Debtor disclosed up to $50,000 in assets and up to $20 million in liabilities. Judge Thomas J Tucker oversees the case. Charles D. Bullock, Esq., at Stevenson & Bullock, P.L.C., is the Debtor's legal counsel. OLAPLEX INC: Moody's Cuts CFR to B2, Outlook Negative ----------------------------------------------------- Moody's Investors Service downgraded Olaplex Inc.'s ratings including the company's Corporate Family Rating to B2 from B1, its Probability of Default Rating to B2-PD from B1-PD, and the first lien senior secured credit facility to B2 from B1. The first lien senior secured credit facility consists of a revolving credit facility that expires in February 2027 and a senior secured term loan that matures in February 2029. The company's SGL-1 speculative grade liquidity rating was unchanged. The rating outlook is negative. The ratings downgrade reflects increased risks that Olaplex is facing to stabilize its revenue and earnings trajectory even with additional investment in the brand. Olaplex's revenue and EBITDA materially declined in the last two quarters as a result of retailers destocking as well as weakened demand for Olaplex's products, hurt by macroeconomic challenges, intensified promotional activities from competitors in the bond-building space, and negative reviews raised from lawsuit and social media. Social factors including customer relations risk is thus a key consideration and reflected in the S-3 social issuer profile score. Brand image and product efficacy is critical for Olaplex. Potential product quality issues or negative publicity can significantly hurt customer loyalty and reputation of single-brand companies such as Olaplex. The company's current credit metrics remain solid even with recent declines in sales and earnings, including Moody's adjusted debt-to-EBITDA at 2.6x and free cash flow over $200 million for the 12-month ending March 31, 2023. However, gross leverage based on the first quarter earnings run rate is above 4x. Moody's is concerned that the deterioration in revenue and earnings can be significant if Olaplex loses market shares or cannot retain existing customers. Downgrades: Issuer: Olaplex, Inc. Corporate Family Rating, Downgraded to B2 from B1 Probability of Default Rating, Downgraded to B2-PD from B1-PD Senior Secured 1st Lien Term Loan, Downgraded to B2 from B1 Senior Secured 1st Lien Revolving Credit Facility, Downgraded to B2 from B1 Outlook Actions: Issuer: Olaplex, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE Olaplex' B2 CFR reflects the company's high profit margin, good brand name recognition in niche hair care markets, diversity in distribution channel to both salon and home use, as well as intellectual property protection from various domestic and international patents that expire in roughly 12 years. Olaplex's products focus on repairing the chemical bonds in hair that are damaged by coloring and other treatments, and the efficacy drives good consumer reception and premium price points. The company also recently expanded to adjacent categories such as eyelash serum. That said, the company is facing increased competition from companies that use different but effective technologies to treat hair. Revenue and earnings are vulnerable to changing customer preferences and competition including from much larger, more diversified, and better capitalized hair care product providers. The company's narrow focus on prestige haircare category with only 14 products creates vulnerability to these competitive pressures and brand perception. Olaplex is experiencing significant revenue and EBITDA declines and is investing in product development and marketing to stabilize operating performance. The company's very good liquidity provides financial flexibility to execute on its strategic priorities, but credit metrics will be under pressure until the company demonstrates it can stabilize revenue and earnings. Olaplex also has supplier concentration risk with one supplier accounting for over 70% of its net sales. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook reflects the uncertainties on when and at what level the company can stabilize revenue and earnings through investments in product development and marketing. The ratings could be upgraded if the company continues to improve its scale as well as product and geographic diversity, and demonstrates a longer-term track record of profitable growth. Olaplex would also need to maintain debt-to-EBITDA sustained below 3.5x, generate consistently strong free cash flow, and remain committed to conservative financial policies before Moody's would consider an upgrade. The ratings could be downgraded if Olaplex is unable to stabilize revenue and EBITDA including if the company's brand perception weakens or it loses market share, faces increased competition, or a deterioration in the EBITDA margin or liquidity. Debt funded acquisitions, shareholder distributions or further earnings decline that increase debt-to-EBITDA leverage above 5.0x could also lead to a downgrade. The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. Olaplex, Inc. is a producer of specialty haircare products featuring a proprietary, patented formula to protect and restore damaged hair. The company's products focus on repairing the chemical bonds in hair that are damaged by coloring and other treatments. The company develops, markets, and distributes its products throughout the US and to over 60 countries around the world. Olaplex generated $632 million of revenue for the twelve months ending March 31, 2023. Private equity firm Advent International acquired the company in a leveraged buyout in January 2020 and currently owns approximately 77% of the company. Olaplex's parent company Olaplex Holdings, Inc. is publicly traded since September 2021. ONENERGY INC: Files Proposal Under BIA to Settle Liabilities ------------------------------------------------------------ ONEnergy Inc. (NEX:OEG.H), on May 30, 2023, disclosed that it has filed a Division I proposal (the "Proposal") pursuant to the Bankruptcy and Insolvency Act (Canada) (the "BIA"). B. Riley Farber Inc. has been appointed as proposal trustee (the "Proposal Trustee"), with the intent of settling the Company's outstanding creditor liabilities. After careful consideration of the Company's cash position and all available alternatives, and through consultation with its legal and financial advisors, the Board of Directors of the Company (the "Board") determined that it is in the best interests of the Company to file a Proposal under the BIA. The Company's Proposal to its unsecured creditors, if approved, would settle the Company's unsecured outstanding liabilities in exchange for the issuance of common shares of the Company, valued at no more than 100% of the Company's current market capitalization. An approval of the Proposal requires a majority of the unsecured creditors with proven claims to vote in favour, of which must also represent at least two-thirds of the value of the proven claims voting. This will result in unsecured creditors owning up to eighty-four percent (84%) of the Company, depending on the conversion ratio of liabilities to common shares. The proposed share issuance is subject to approval by the TSX Venture Exchange. If the Proposal is not approved, the result would be a deemed bankruptcy. A bankruptcy would require a forced liquidation of the Company's assets. The Proposal provides a better recovery for affected creditors, and the successful approval and implementation of the Proposal will enable the Company to survive without filing for bankruptcy. It is the intention of management and the Board to pursue opportunities to complete a transaction, which may include completing a Reverse Takeover, or other potential business acquisitions. There can be no guarantees or assurances that a transaction will take place. A virtual meeting of the Company's unsecured creditors is scheduled to take place on Thursday, June 22, 2023 at 11:00 a.m. (EDT). If the Proposal receives the requisite support at the creditors' meeting, the Company will file an application to the Ontario Superior Court of Justice (the "Court") to seek Court approval of the Proposal. The Secured Grid Promissory Note The Company has secured a commitment from Stephen J.J. Letwin, a director, shareholder and creditor of the Company for a secured grid promissory note (the "Note"), subject to certain conditions, including obtaining approval from the Court under the BIA. The Note has borrowing limit of $450,000 permits repayments and additional drawdowns, will have a maturity date of December 31, 2023 and carry an interest rate of 10% per annum. The Note will be secured by a first-ranking security over all assets of ONEnergy. Funds advanced under the Note will be used to fund, the Proposal Trustee fees, legal fees of the Proposal proceedings, the Company's working capital requirements during Proposal proceedings and after the Company's exit from the Proposal proceedings. Board Update As of the time of this release, the Board is currently composed of three members. There have not been any resignations on the Board in connection with the filing of the Proposal; however, there are no assurances that the Board, as currently in place, will remain as such pending the outcome of the foregoing. About ONEnergy Inc. ONEnergy common shares are listed on the NEX Board of the TSX Venture Exchange under the symbol "OEG.H". Material information pertaining to ONEnergy may be found on SEDAR under the Company's issuer profile at www.sedar.com. ONEnergy's corporate website may be found at www.onenenergyinc.com. OPERAND PHARMACEUTICALS: Voluntary Chapter 11 Case Summary ---------------------------------------------------------- Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Operand Pharmaceuticals II Limited 23-22414 Minerva House, Simmonscourt Road First Floor Ballsbridge, Dublin 4 D04H9P8, Republic of Ireland Operand Pharmaceuticals III Limited 23-22415 Business Description: The Debtors are subsidiaries of Endo International plc, a specialty pharmaceutical company. Chapter 11 Petition Date: May 31, 2023 Court: United States Bankruptcy Court Southern District of New York Debtors' Counsel: Paul D. Leake, Esq. Lisa Laukitis, Esq. Shana A. Elberg, Esq. Evan A. Hill, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP One Manhattan West New York, New York 10001-8602 Tel: (212) 735-3000 Fax: (212) 735-2000 Email: Paul.leake@skadden.com Debtors' Irish Counsel: A&L GOODBODY LLP Debtors' Financial Advisor: ALVAREZ & MARSAL HOLDINGS, LLC Debtors' Investment Banker: PJT PARTNERS L.P. Debtors' Claims & Noticing Agent and Administrative Advisor: KROLL, LLC Each Debtor's Estimated Assets: $1 billion to $10 billion* Each Debtor's Estimated Liabilities; $0 to $50,000* * Assets represent consolidated financial information for the Debtor and its affiliated debtor entities that filed on August 16, 2022 and May 25, 2023. * As of the filing of this Petition, the Debtor is not anticipated to have any liabilities. The petitions were signed by Mark T. Bradley as chief financial officer. The Debtors stated they have no creditors holding unsecured claims. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KBD5JOY/Operand_Pharmaceuticals_II_Limited__nysbke-23-22414__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/MM6M5SQ/Operand_Pharmaceuticals_III_Limited__nysbke-23-22415__0001.0.pdf?mcid=tGE4TAMA ORIGINCLEAR INC: Incurs $2.2 Million Net Loss in First Quarter -------------------------------------------------------------- OriginClear, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.20 million on $2.01 million of sales for the three months ended March 31, 2023, compared to a net loss of $3.57 million on $1.23 million of sales for the three months ended March 31, 2022. As of March 31, 2023, the Company had $5.48 million in total assets, $22.45 million in total liabilities, $9.98 million in commitments and contengencis, and a total stockholders' deficit of $26.96 million. OriginClear said, "The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions. During the three months ended March 31, 2023, the Company obtained funds from the issuance of convertible note agreements and from sale of its preferred stock. Management believes this funding will continue from its current investors and from new investors. The Company also generated revenue of $2,006,394 and has standing purchase orders and open invoices with customers, which will provide funds for operations. Management believes the existing shareholders, the prospective new investors and future sales will provide the additional cash needed to meet the Company's obligations as they become due and will allow the development of its core business operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1419793/000121390023042005/f10q0323_originclear.htm About OriginClear Headquartered in Clearwater, Florida, Originclear, Inc. -- www.originclear.tech -- is a water technology company which has developed in-depth capabilities over its 14-year lifespan. Those technology capabilities have now been organized under the umbrella of OriginClear Tech Group. OriginClear, under the brand of OriginClear Tech Group, designs, engineers, manufactures, and distributes water treatment solutions for commercial, industrial, and municipal end markets. OriginClear reported a net loss of $10.79 million for the year ended Dec. 31, 2022, compared to a net loss of $2.12 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $6.35 million in total assets, $21.50 million in total liabilities, $10.87 million in commitments and contingencies, and a total shareholders' deficit of $26.02 million. Houston, TX-based M&K CPAS, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company suffered a net loss from operations and used cash in operations, which raises substantial doubt about its ability to continue as a going concern. OUTLOOK THERAPEUTICS: Posts $6.7 Million Net Loss in Second Quarter ------------------------------------------------------------------- Outlook Therapeutics, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $6.65 million for the three months ended March 31, 2023, compared to a net loss of $19.70 million for the three months ended March 31, 2022. For the six months ended March 31, 2023, the Company reported a net loss of $25.32 million compared to a net loss of $34.17 million for the six months ended March 31, 2022. As of March 31, 2023, the Company had $54.02 million in total assets, $43.54 million in total liabilities, and $10.49 million in total stockholders' equity. The Company has incurred recurring losses and negative cash flows from operations since its inception and has an accumulated deficit of $434,252,317 as of March 31, 2023. As of March 31, 2023, the Company had $35,056,257 of principal, accrued interest and exit fees due under an unsecured convertible promissory note issued in December 2022, maturing on Jan. 1, 2024. As a result, the Company said, there is substantial doubt about its ability to continue as a going concern. Outlook Therapeutics said, "Management believes that the Company's existing cash and cash equivalents as of March 31, 2023 will be sufficient to fund its operations through the anticipated approval of the BLA for ONS-5010 in the third calendar quarter of 2023 and potentially through the fourth calendar quarter of 2023. As a result, additional financing will be needed by the Company to fund its operations in the future and to commercially develop ONS-5010 and to develop any other product candidates. Management is currently evaluating different strategies to obtain the required funding for future operations, including but not limited to, continuing to access capital through at-the-market offering agreements (refer to Note 9 for further details), proceeds from potential licensing and/or marketing arrangements or collaborations with pharmaceutical or other companies, the issuance of equity securities, the issuance of additional debt, and revenues from potential future product sales, if any. There can be no assurance that these future funding efforts will be successful." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1649989/000155837023009942/otlk-20230331x10q.htm About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com-- is a biopharmaceutical company working to develop the first FDA-approved ophthalmic formulation of bevacizumab for use in retinal indications, including wet AMD, DME and BRVO. If ONS-5010, its investigational ophthalmic formulation of bevacizumab, is approved, Outlook Therapeutics expects to commercialize it as the first and only on-label approved ophthalmic formulation of bevacizumab for use in treating retinal diseases in the United States, Europe, Japan and other markets. Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Dec. 29, 2022, citing that the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit, that raise substantial doubt about its ability to continue as a going concern. OUTLOOK THERAPEUTICS: Signs Deal to Sell $100M Worth of Shares -------------------------------------------------------------- Outlook Therapeutics, Inc. entered into an at-the-market-sales agreement with BTIG, LLC, pursuant to which the Company may issue and sell shares of its common stock, $0.01 par value per share, from time to time through BTIG as sales agent and/or principal having an aggregate offering price of up to $100,000,000. The offering has been registered under the Securities Act of 1933, as amended, pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-254778), which was declared effective by the Securities and Exchange Commission on April 1, 2021. The Company will file a prospectus supplement, dated May 16, 2023, with the Commission relating to the Shares. BTIG may sell the Shares by any method that is deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act, including, without limitation, sales made directly on The Nasdaq Capital Market or any other existing trading market for the Common Stock. BTIG may also sell Shares under the Sales Agreement in privately negotiated transactions with the Company's consent, and in block transactions. BTIG will use commercially reasonable efforts to sell the Common Stock under the Sales Agreement from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company is not obligated to make any sales of Common Stock under the Sales Agreement. The Sales Agreement contains customary representations, warranties, and agreements by the Company, and customary indemnification rights and obligations of the parties. The Company will pay BTIG a commission equal to 3% of the aggregate gross proceeds of any sale of Shares under the Sales Agreement. In addition, the Company has agreed to reimburse certain legal expenses and fees incurred by BTIG in connection with the transactions contemplated by the Sales Agreement, in an amount not to exceed (A) $65,000 in connection with the execution of the Sales Agreement and (B) up to $6,500 in connection with each Representation Date (as defined in the Sales Agreement). About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com-- is a biopharmaceutical company working to develop the first FDA-approved ophthalmic formulation of bevacizumab for use in retinal indications, including wet AMD, DME and BRVO. If ONS-5010, its investigational ophthalmic formulation of bevacizumab, is approved, Outlook Therapeutics expects to commercialize it as the first and only on-label approved ophthalmic formulation of bevacizumab for use in treating retinal diseases in the United States, Europe, Japan and other markets. Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Dec. 29, 2022, citing that the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit, that raise substantial doubt about its ability to continue as a going concern. PARKWAY GENERATION: S&P Lowers Senior Secured Debt Rating to 'B+' ----------------------------------------------------------------- S&P Global Ratings lowered its rating on Parkway Generation LLC's senior secured debt to 'B+' from 'BB' and removed the rating from CreditWatch, where it was placed with negative implications Feb. 2, 2023. The outlook is stable. The '1' recovery rating on the debt is unchanged and indicates S&P's expectation of substantial (90%-100%; rounded estimate: 90%) recovery in a default scenario. S&P said, "The stable outlook reflects our expectation that the project will maintain debt service coverage ratios (DSCRs) of at least 1.1x for the life of the assets. We expect the project will have about $790 million outstanding on its TLB at maturity in February 2029, compared with the $660 million we expected before the $141 million net penalty, of which we expect $41 million to be successfully contested." Parkway is an eight-asset power portfolio with 4,805 megawatts (MW) nameplate capacity in the Eastern Mid-Atlantic Area Council EMAAC) and Mid-Atlantic Area Council (MAAC) zones of the PJM. The project's assets operate on a merchant basis and sell power into the Public Service Enterprise Group Inc. (PSEG) and Potomac Electric Power Co. zones of PJM. An affiliate of ArcLight Capital Partners LLC entered into an agreement to acquire the portfolio of assets from PSEG in February 2022. ArcLight funded the acquisition with a mix of equity and $1.14 billion of debt. Penalties assessed by PJM affect Parkway's ability to sweep, resulting in lower DSCRs. The penalties that Parkway must pay from April to December 2023 will affect its ability to sweep against the TLB. S&P said, "Consequently, we forecast a higher debt balance on both the TLB and the revolving credit facility (RCF), resulting in higher interest payments and lower DSCRs. The project was assessed $141 million in net penalties, or $151 million penalties and a $10 million bonus. In our base-case scenario, we assume Parkway will pay a total of $100 million in net penalties, on the basis that it is able to recuperate $41 million of the approximately $90 million that is being contested with the Federal Energy Regulatory Commission. We also view the project as generating sufficient cash flows to absorb the additional $41 million of penalties if it is unsuccessful in contesting those amounts, by deferring some of its capital expenditures (capex)." Parkway has sufficient liquidity to pay the penalties. S&P said, "We assume in our base-case scenario that the project will pay $100 million in net penalties and will have more than enough liquidity to cover them. However, $141 million will be paid over a period of nine months first, resulting in a cash outflow, before any amount is recuperated. We expect Parkway will have sufficient liquidity over the next 12 months under this scenario as well. The project prepaid $20 million in the first quarter of 2023 and had $48 million cash on hand and $100 million (full) revolver availability as of March 31, 2023. Furthermore, we expect Parkway's land sale at its Kearny site will close in first-quarter 2024, resulting in a cash inflow that will support liquidity and an additional source to pay down debt, as the cash will flow into the project waterfall." Lower cleared capacity prices in PJM and a significant capex program in 2024-2026 pressure DSCRs. S&P said, "Capacity prices for 2024 and 2025 in PJM cleared lower than our previous forecast and a period of elevated capex will stress DSCRs in 2024 and 2025. Specifically, EMAAC and MAAC cleared at $54.95 per megawatt-day (/MW-day) and $49.49/MW-day compared with our previous expectation of $65/MW-day in each zone. Given Parkway's significant cash flow generation from capacity revenues, this stresses cash flow available for debt service (CFADS). Power prices year to date in 2023 have been somewhat lower, spurred by declining natural gas prices. Parkway is also undergoing a large maintenance capex program linked to major outages at Linden and Sewaren as well as the Bergen Si3d upgrade. This results in a minimum DSCR of 1.1x in 2025, which we view as commensurate with the current rating. We expect that Parkway will amend its capex program if necessary in order to service its debt obligations. We also note that Parkway's DSCR in the post-refinancing period is above 1.3x. "Therefore, our downgrade to 'B+' from 'BB' reflects our expectation that the PJM penalties, lower capacity prices, and high capex program, together with the debt upsizing in 2022, will reduce the project's ability to repay debt in the upcoming two-three years. "The stable outlook reflects our expectation that the project will maintain DSCRs of at least 1.1x for the life of the debt, including our refinancing period. We expect the project will have about $790 million outstanding on its TLB at maturity in February 2029." S&P could lower the rating if the project cannot maintain DSCRs above 1.1x on a sustained basis and we envision liquidity risks. This could stem from: -- Higher penalties than it assumes in its base case; -- Weaker realized spark spreads or lower PJM capacity prices for delivery year 2025-2026 and beyond; -- Unplanned outages that substantially affect generation; -- Economic factors in which the power plants are regularly kept at minimum load; or -- The project's excess cash flow does not translate into debt paydown as S&P expects. S&P could take a positive rating action if it believes Parkway will achieve DSCRs above 1.3x over the remainder of the project's debt, reflected also in higher debt paydown. This could stem from: -- Successfully contesting more than $41 million in penalties assigned by PJM; -- Secular developments in the PJM wholesale market that positively influence power and capacity prices for an extended period; -- Higher than expected sweeps over the next two to three years; -- Steady operational performance; and -- Lower capital spending without impacting dispatch; -- Continued access to relatively inexpensive natural gas feedstock. PAXE LATITUDE: Unsecureds Will Get 100% of Claims in Plan --------------------------------------------------------- Paxe Latitude LP filed with the U.S. Bankruptcy Court for the District of New Jersey a Second Amended Disclosure Statement for the Plan of Reorganization dated May 23, 2023. The Debtor is the owner of the real property located at 521, 525 and 529 Sawyer Boulevard, Columbus, Ohio 43203 (the "Property"). The Property, known as Latitude Five25, is located on approximately 7 acres and consists of 2 15-story towers containing 392 units and 325,000 square feet (both in the aggregate). The Property is insured by Great American Insurance Group. The Debtor's chapter 11 was a direct result of a catastrophic storm that severely damaged the Property and required the tenants to vacate the premises. On Dec. 25, 2022, the temperature dipped into the single digits. Due to the temperature dropping to, and remaining below, the freezing point for several days during that period, water pipes inside the Property froze and ruptured, causing large amounts of water to discharge throughout the Property and to cascade down several levels of the 15-story towers. As a result of the damage caused by the storm, the Debtor's Property suffered severe damage. The Debtor's insurance adjuster estimates the damage to be not less than $30,000,000. It is from the proceeds of the Debtor's insurance claim (the "Insurance Claim"), once liquidated, that the Debtor will fund this unimpaired Plan. The Debtor is working with its insurance carrier – Great American – to ensure that the claim is paid as expeditiously as possible. As set forth in the Debtor's Schedules, as of the Petition Date, the Debtor owes approximately $4 million (undisputed) to 13 creditors. The Plan provides for the reorganization of the Debtor and, other things, the Plan contemplates the following: * on or after the Effective Date, the Holders of Other Priority Claims will be repaid in full by the Debtor; * the Lument Claim will be paid in full on or after the Effective Date; * the Mechanics Lien Claimants will be paid in full on or after the Effective Date; * the DIP Claim will be paid be paid in full on or after the Effective Date; * the Holders of Unsecured Claims will be paid in full on or after the Effective Date; and * the Holders of Equity will retain their interests. Class 4 consists of general unsecured creditors. Holder of General Unsecured Claims will receive, on or as soon as practicable after the Effective Date, the full amount of their Claims in full and final satisfaction of their Claims. Class 4 is unimpaired. Therefore, Holders of Class 4 General Unsecured Claims are not entitled to vote to accept or reject the Plan. This Class will receive a distribution of 100% of their allowed claims. Class 5 Equity Interests retain their equity. As a condition of the Plan going effective, the Debtor would have to receive the proceeds of its insurance claim for damage to the Property. It is anticipated that those proceeds will be sufficient to satisfy all classes of creditors in full. A full-text copy of the Disclosure Statement dated May 23, 2023 is available at https://urlcurt.com/u?l=yybEja from PacerMonitor.com at no charge. About Paxe Latitude LP Paxe Latitude LP is a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B). Paxe Latitude LP filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-11337) on Feb. 21, 2023. In the petition filed by David Goldwasser, Member of Manager of General Partner, reported assets and liabilities between $10 million and $50 million each. The Debtor is represented by: Eric H. Horn, Esq. A.Y. STRAUSS LLC 101 Eisenhower Parkway, Suite 412 Roseland, NJ 07068 Tel: 973-287-5006 Email: ehorn@aystrauss.com PEACE EQUIPMENT: Enters Chapter 11 Bankruptcy Protection -------------------------------------------------------- Clarissa Hawes of Freightwaves reports that Peace Equipment LLC, a company headquartered in Edcouch, Texas, filed for Chapter 11 bankruptcy protection, citing rising operating costs and "reduced income in the trucking industry." The company also noted merchant cash advances as being a contributing factor to Peace Equipment's financial issues, according to court filings. Peace Equipment filed its Chapter 11 petition, which seeks to reorganize, in the U.S. Bankruptcy Court for the Southern District of Texas on Wednesday, May 24, 2023. The company, which has been operating since 2016, has 38 drivers and 27 power units and hauls general freight, fresh produce and refrigerated food throughout the U.S. In its filing, Peace Equipment lists both its assets and liabilities as between $1 million and $10 million. The petition states the company has up to 49 creditors and maintains that funds will be available for distribution to unsecured creditors once it pays administrative fees. Chief U.S. Bankruptcy Judge Eduardo V. Rodriguez authorized Peace Equipment's interim order on Thursday, May 25, 2023, authorizing the temporary use of its cash collateral to continue operating. The petition lists 41 creditors, though no amounts were given, including Commercial Credit Group Inc. of Charlotte, North Carolina, and Crestmark Bank of Troy, Michigan, which purport to hold liens or security interests in Peace Equipment. Reese W. Baker, attorney for Peace Equipment, failed to respond to FreightWaves' request seeking comment. Over the past 24 months, Peace Equipment's trucks have been inspected 37 times and four have been placed out of service for a nearly 11% out-of-service rate. That is significantly lower than the industry’s national average of around 22%, according to the Federal Motor Carrier Safety Administration. The company's drivers had been inspected 99 times and four were placed out of service, resulting in a 4% out-of-service rate. The national average for drivers is around 6.6%. The court also approved Peace Equipment's interim budget, which includes payroll, fuel and operating expenses. Rodriquez has set a final hearing for June 5 on the trucking company's use of cash collateral. About Peace Equipment Peace Equipment LLC is a licensed and DOT-registered trucking company running freight hauling business from Edcouch, Texas. Peace Equipment LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No: 23-70098) on May 24, 2023. In the petition filed by Alejandro G. Mascorro, as president, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Eduardo V. Rodriguez handles the case. The Debtor is represented by: Reese W. Baker, Esq. BAKER & ASSOCIATES 950 Echo Ln Ste 300 Houston, TX 77024-2824 Email: courtdocs@bakerassociates.net PETROLIA ENERGY: Posts $531K Net Loss in First Quarter ------------------------------------------------------ Petrolia Energy Corporation has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to common stockholders of $531,394 on $1.37 million of total revenue for the three months ended March 31, 2023, compared to net income attributable to common stockholders of $168,451 on $1.84 million of total revenue for the three months ended March 31, 2022. As of March 31, 2023, the Company had $8.57 million in total assets, $11.89 million in total liabilities, and a total stockholders' deficit of $3.32 million. Petrolia said, "The Company has suffered recurring losses from operations and currently has a working capital deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company plans to generate profits by reducing overhead costs and reworking its existing oil or gas wells, as needed, funding permitting. The Company may need to raise funds through either the sale of its securities, issuance of corporate bonds, joint venture agreements and/or bank financing to accomplish its goals." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1368637/000149315223017119/form10-q.htm About Petrolia Petrolia Energy Corporation is engaged in the exploration and development of oil and gas properties. Since 2015, the Company has established a strategy to acquire, enhance and redevelop high-quality, resource in place assets. As of 2018, the Company has included strategic acquisitions in western Canada while actively pursuing the strategy to execute low-cost operational solutions, and affordable technology. Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Dec. 9, 2022, citing that the company has an accumulated deficit at Dec. 31, 2021 and 2020 and has a working capital deficit at Dec. 31, 2021, which raises substantial doubt about its ability to continue as a going concern. PHOTIZO LLC: Taps Hester Baker Krebs as Legal Counsel ----------------------------------------------------- Photizo, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Hester Baker Krebs, LLC as counsel. The firm will provide these services: (a) give the Debtor legal advice with respect to its powers and duties as debtor-in-possession and management of its property; (b) take necessary action to avoid the attachment of any lien against the Debtor's property threatened by secured creditors holding liens; (c) prepare on behalf of the Debtor necessary petitions, answers, orders, reports, and other legal papers; and (d) perform all other legal services which may be necessary in the bankruptcy case. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor paid the firm a retainer of $7,500, including the $1,738 filing fee. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David Krebs, Esq., a partner at Hester Baker Krebs, 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: David R. Krebs, Esq. Hester Baker Krebs, LLC 1 Indiana Square, Suite 1600 Indianapolis, IN 46204 Tel: (317) 833-3030 Email: dkrebs@hbkfirm.com About Photizo LLC dba Fish Window Cleaning Photizo LLC, doing business as Fish Window Cleaning, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ind. Case No. 23-02065) on May 16, 2023. The Debtor hires Hester Baker Krebs LLC as counsel. PLASTIQ INC: June 2 Deadline Set for Panel Questionnaires --------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of Plastiq Inc., et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://www.justice.gov/ust-regions-r03/page/file/1585186/download and return by email it to Richard Schepacarter -- Richard.Schepacarter@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 5:00 p.m., on June 2, 2023. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Plastiq Inc. Founded in 2012, Plastiq is a leading B2B payments company for SMBs. Plastiq has helped tens of thousands of businesses improve cash flow with instant access to working capital, while automating and enabling control over all aspects of accounts payable and receivable. Plastiq provides growing finance teams with technology and know-how once reserved for only large enterprises. The flagship product, Plastiq Pay, pioneered a way for businesses to pay suppliers by credit card regardless of acceptance as an alternative to expensive, scarce bank loan options. Plastiq Accept offers an alternative to expensive merchant services, enabling businesses to accept credit cards with no merchant fees and get paid across any customer touch point, including a website, invoice, checkout process, and in person via QR code. Plastiq Inc. and affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10671) on May 24, 2023. In the petition filed by Vladimir Kasparov, as chief restructuring officer, the Debtor reports estimated assets and liabilities between $50 million and $100 million each. The Debtors have Young, Conaway, Stargatt & Taylor LLP as counsel; and TRIPLE P RTS, LLC, as restructuring advisor. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. PLYWEALTH INVESTMENT: Taps E. Vincent Wood as Counsel ----------------------------------------------------- Plywealth Investment Group, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ The Law Offices of E. Vincent Wood as counsel. The firm's services include: a. consulting with Debtor concerning its present financial situation, Debtor's realistic achievable goals, and the efficacy of various forms of bankruptcy to achieve its goals; b. preparing the documents necessary to commence the bankruptcy case; c. advising Debtor concerning his duties as debtor-in-possession in a Chapter 11; d. identifying, prosecuting, and defending claims and causes of actions assertable by or against the estate; e. preparing applications, motions, answers, briefs, records, reports, notices, proposed orders, and other papers in connection with administration of the estate, including the formulation of the Chapter 11 plan, drafting the plan and disclosure statement, and prosecuting legal proceedings to seek confirmation of the plan; f. if necessary, preparing, and prosecuting pleadings to avoid preferential transfers or transfers deemed fraudulent as to creditors, motions for authority to borrow money, sell property, or compromise claims and objections to claims; and g. taking all necessary action to protect and preserve the estate, and all other legal services requested. The firm will be paid at these rates: E. Vincent Wood, Attorney $425 per hour Nicole Zorrilla, Paralegal $175 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received from the Debtor a retainer of $7,512. E. Vincent Wood, Esq., a partner at The Law Offices of E. Vincent Wood, 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: E. Vincent Wood, Esq. The Law Offices of E. Vincent Wood 2950 Buskirk Ave., #300 Walnut Creek, CA 94597 Tel: (925) 278-6680 Fax: (925) 955-1655 Email: vince@woodbk.com About Plywealth Investment Group Plywealth Investment Group, LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The company is based in Oakland, Calif. Plywealth Investment Group filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-40479) on April 26, 2023, with $1 million to $10 million in assets and liabilities. Peter Choy, managing member, signed the petition. Judge Charles Novack oversees the case. E. Vincent Wood, Esq., at The Law Offices of E. Vincent Wood, is the Debtor's legal counsel. PRESCOTT BREWING: $121K Sale of Liquor License to Pierce Approved ----------------------------------------------------------------- Judge Madeleine C. Wanslee of the U.S. Bankruptcy Court for the District of Arizona authorized Prescott Brewing Company, Inc.'s sale of Series 6 Liquor License - Yavapai County to Steve Pierce (or his assignee) for $121,521 in accordance with the terms of their Arizona Liquor License Purchase Contract. Payment for the Sale of the Liquor License will be made in full, in cash only. The Buyer will wire good funds, in full, to the Debtor pursuant to the terms of the Contract. He will wire those funds to the Debtor within two business days of the entry of the Order. For cause, credit bids are prohibited in connection with the Sale. The Liquor License will be sold free and clear of any and all claims, liens, encumbrances, or any interests of any kind, and, free and clear title of the Liquor License will pass to the Buyer (subject to the consummation of the Contract terms and conditions and completion of ADDLC documentation to effect such transfer). The Sale will close within 14 days of the entry of the Order, unless the Debtor and the Buyer agree otherwise in writing. As part of the closing of the Sale, the Debtor is authorized to pay a 7% commission from the proceeds of the Sale to the Buyer’s broker, as further described in the Motion. The Order will become effective immediately, and the 14-day stay provided for under Bankruptcy Rule 6004(h) is waived. About Prescott Brewing Company Prescott Brewing Company, Inc. is a company in Prescott, Ariz., which operates in the restaurant and bars industry. Prescott Brewing Company filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No. 22-04467) on July 8, 2022, with $1,193,265 in total assets and $274,703 in total liabilities. Christopher C. Simpson serves as Subchapter V trustee. Judge Madeleine C. Wanslee oversees the case. Gallagher & Kennedy, PA and Gammage & Burnham, PLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. PROFESSIONAL CHARTER: Gets OK to Hire Meyer Law Group as Counsel ---------------------------------------------------------------- Professional Charter Services, LLC received approval from the U.S. Bankruptcy Court for the Northern District of California to employ Meyer Law Group, LLP as its bankruptcy counsel. The firm will render these legal services: (a) assist with the formulation of a Chapter 11 plan; (b) prepare schedules and statement of financial affairs; (c) review monthly operating reports; (d) respond to creditor inquiries; and (e) evaluate claims and all services usually performed by such counsel. The hourly rates of the firm's attorneys and staff are as follows: Partner (Brent D. Meyer) $400 Paralegals $125 The firm received a pre-bankruptcy retainer of $55,000 from the Debtor. Brent Meyer, Esq., a partner at Meyer Law Group, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brent D. Meyer, Esq. Meyer Law Group LLP 268 Bush Street #3639 San Francisco, CA 94104 Telephone: (415) 765-1588 Facsimile: (415) 762-5277 Email: brent@meyerllp.com About Professional Charter Services Professional Charter Services, LLC is a San Francisco-based bus charter company founded in 2008. Professional Charter Services filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-30264) on April 25, 2023, with $2,652,026 in assets and $6,709,007 in liabilities. Celeste Orozco, vice president of Professional Charter Services, signed the petition. Judge Hannah L. Blumenstiel oversees the case. Brent D. Meyer, Esq., at Meyer Law Group, LLP is the Debtor's legal counsel. Q BIOMED: Incurs $2.1 Million Net Loss in FY Ended Nov. 30 ---------------------------------------------------------- Q BioMed Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $2.05 million on $284,352 of net sales for the year ended Nov. 30, 2022, compared to a net loss of $8.24 million on $195,597 of net sales for the year ended Nov. 30, 2021. As of Nov. 30, 2022, the Company had $3.51 million in total assets, $8.13 million in total liabilities, and a total stockholders' deficit of $4.62 million. Q BioMed said, "The Company has and is expected to incur net losses and cash outflows from operations in pursuit of extracting value from its acquired intellectual property. These matters, amongst others, raise doubt about the Company's ability to continue as a going concern. "Management anticipates that the Company will have to raise additional funds and/or generate revenue from drug sales within twelve months to continue operations. Additional funding will be needed to implement the Company's business plan that includes various expenses such as fulfilling our obligations under licensing agreements, legal, operational set-up, general and administrative, marketing, employee salaries and other related start-up expenses. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. If the Company is unable to raise sufficient funds, management will be forced to scale back the Company's operations or cease its operations." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1596062/000141057823001376/tmb-20221130x10k.htm About Q BioMed Inc. Q BioMed Inc. -- http://www.QBioMed.com-- is a biotech acceleration and commercial stage company. The Company is focused on licensing and acquiring undervalued biomedical assets in the healthcare sector. Q BioMed is dedicated to providing these target assets the strategic resources, developmental support, and expansion capital needed to ensure they meet their developmental potential, enabling them to provide products to patients in need. QUALTEK SERVICES: Receives Nasdaq Delisting Notice -------------------------------------------------- QualTek Services Inc. on May 31 disclosed that it was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") that Nasdaq had determined to delist the Company's common stock as a result of the Company's commencement of voluntary proceedings under Chapter 11 of the United States Bankruptcy Code. Nasdaq informed the Company that trading in the Company's common stock would be suspended at the opening of business on June 2, 2023. QualTek Services Inc. and certain of its subsidiaries filed for voluntary Chapter 11 protection on May 24, 2023. About QualTek Founded in 2012, QualTek (NASDAQ: QTEK) -- https://www.qualtekservices.com -- is a leading technology-driven provider of infrastructure services to the 5G wireless, telecom, power grid modernization and renewable energy sectors across North America. QualTek has a national footprint with more than 65 operation centers across the U.S. and a workforce of over 5,000 people. QualTek has established a nationwide operating network to enable quick responses to customer demands as well as proprietary technology infrastructure for advanced reporting and invoicing. The Company reports within two operating segments: Telecommunications, and Renewables and Recovery and has already become a leader in providing disaster recovery logistics and services for electric utilities. R&G DEVELOPMENT: Taps Bush Kornfeld as Bankruptcy Counsel --------------------------------------------------------- R&G Development Group, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Bush Kornfeld, LLP as bankruptcy counsel. The firm's services include: a. giving the Debtor legal advice with the respect to its powers and duties as debtor-in-possession in the continued operation of its businesses and management of its property; b. preparing on behalf of the Debtor all necessary applications, answers, orders, reports, and other legal papers; c. advising the Debtor with respect to all processes surrounding the Chapter 11 case including the formulation of a Chapter 11 plan; d. assisting the Debtor in review of all claims and in determination of all issues associated with distribution on allowed claims; e. taking necessary action to avoid any liens subject to the Debtor's avoidance; and f. performing any and all other legal services for the Debtor as may be necessary in this bankruptcy case. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Christine Tobin-Presser, Esq., a partner at Bush Kornfeld, disclosed in a court filing that her firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Christine Tobin-Presser, Esq. Bush Kornfeld, LLP 601 Union Street, Suite 5000 Seattle, WA 98101 Telephone: (206) 292-2110/(206) 521-3856 Facsimile: (206) 292-2104 Email: ctobin@bskd.com About R&G Development Group The Debtor owns land and partially constructed apartment building located at 2090 Wheaton Way, Bremerton, WA valued at $5.3 million. R&G Development Group, LLC in Bremerton, WA, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 23-10817) on May 4, 2023, listing $5,430,876 in assets and $4,784,404 in liabilities. Willie Gilbert as managing member, signed the petition. BUSH KORNFELD LLP serve as the Debtor's legal counsel. RIVERBED TECH: Davis Polk Advises Lenders on Vector Acquisition --------------------------------------------------------------- Davis Polk is advising an ad hoc group of term lenders under Riverbed Technology LLC’s outstanding $900 million senior secured term loan facility with respect to the acquisition of Riverbed Holdings, Inc. by Vector Capital. The closing of the transaction is subject to customary closing conditions, including the receipt of regulatory approvals. Riverbed is a leading provider of application and network performance management products. Since its inception in 2002, Riverbed has helped the world’s largest organizations maximize the performance of their networks and applications so they can reach the full potential of their IT investments. The Davis Polk restructuring team includes partners Damian S. Schaible and Angela M. Libby, counsel Christopher Robertson and associates Abraham Bane, Omar Ashmawy and Alec Gregory Schwartz. The finance team includes partner David Hahn and counsel Andrei Takhteyev. Partner Corey M. Goodman is providing tax advice. Partner Stephen Salmon is advising on corporate law matters. Members of the Davis Polk team are based in the New York and Northern California offices. Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited liability partnership, and its associated entities. About Riverbed Technology Apollo-backed Riverbed Technology Inc. provides application performance monitoring, cloud migration, network performance monitoring, and security solutions. Riverbed Technology serves customers globally. Riverbed Technology and its affiliates previously sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11503) on Nov. 16, 2021. Riverbed Technology in December 2021, secured bankruptcy court approval of its reorganization plan that reduces its debt by $1.1 billion. Just 17 days after the company filed for Chapter 11 protection, U.S. Bankruptcy Judge Craig Goldblatt in Wilmington, Delaware, signed off on Riverbed's prearranged plan backed by its senior lenders and owners, private equity fund Thoma Bravo and the Ontario Teachers' Pension Plan. Under the plan, holders of $799 million in junior debt, including Apollo Capital Management, will take over the reorganized company for recoveries of 40%. Senior lenders will see full recoveries in the form of new debt and equity. The Plan also provides for $100 million in new equity capital. In the prior Chapter 11 case, Kirkland & Ellis and Pachulski Stang Ziehl & Jones, LLP serve as the Debtors' bankruptcy counsel. The Debtors also tapped Alixpartners, LLC as financial advisor, and GLC Advisors & Co., LLC and GLCA Securities, LLC as investment bankers. Stretto is the claims, noticing and administrative agent. RV DOCTOR: Taps McGuire Law & Title as Special Counsel ------------------------------------------------------ RV Doctor, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ McGuire Law & Title, PA as special litigation counsel. The Debtor needs the firm's legal assistance in connection with a case (Case No. 22-CA-004863) filed in the Twentieth Judicial Circuit Lee County. The firm will be paid based upon its normal and usual hourly billing rates. Stephen McGuire II, Esq., a partner at McGuire Law & Title, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Stephen N. McGuire II, Esq. McGuire Law & Title, PA 12670 New Brittany Blvd., Suite 101 Fort Myers, FL 33907 Tel: (239) 939-2222 Fax: (239) 939-2280 Email: smcguire@cmw.law About RV Doctor RV Doctor, Inc., a company in Fort Myers, Fla., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00256) on March 8, 2023, with up to $50,000 in assets and up to $10 million in liabilities. Janice M. Akard, president of RV Doctor, signed the petition. Judge Caryl E. Delano oversees the case. Richard Johnston, Jr., Esq., at Johnston Law, PLLC and McGuire Law & Title, PA serve as the Debtor's bankruptcy counsel and special litigation counsel, respectively. SABRE CORP: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit and issue-level ratings on global distribution system (GDS) provider Sabre Corp. S&P revised its recovery rating on the company's existing senior secured debt to '4' from '3'. The stable outlook reflects S&P's view that despite weak credit measures, Sabre's business will continue to recover and the company will maintain sufficient liquidity for operating needs for the next 12-24 months. On May 25, Sabre Corp. announced a cash tender offer for its 9.250% senior secured notes due 2025, 7.375% senior secured notes due 2025, and 11.250% senior secured notes due 2027 up to an aggregate purchase price of $615 million. The company plans to fund the tender offer with a new $665 million senior secured facility term loan due December 2028 (not rated). S&P views the company's proposed cash tender offer on its senior secured notes as opportunistic treasury management. It believes the proposed cash tender offer is indicative of Sabre proactively handling up to $650 million of its upcoming $2 billion maturity wall in 2025. The company plans to purchase the following (purchase price for every $1,000 exchanged): -- 9.250% $775 million senior secured notes due April 2025 purchased at $920; -- 7.375% $850 million senior secured notes due September 2025 purchased at $870; or -- 11.250% $555 million senior secured notes due March 2027 purchased at $790. In addition, noteholders are entitled to receive a 5% early tender premium if accepted prior to the early tender date of June 13, 2023. The tender prices of 84%-97% with the early tender premium and 79%-92% without the early tender premium, is below par, meaning that bondholders that opt to participate will receive a discount on face value. S&P said, "Still, we believe the majority of the notes that could be tendered will be only slightly discounted to par value in the 90% area. In addition, we do not view the proposed tender as a distressed transaction because the company is buying back above market price and is broadly in line with how 'B-' rated notes are trading currently." S&P said, "Furthermore, we do not envision a payment default scenario or conventional insolvency within the next few quarters if the offer is not accepted. Although we see risk in the company's maturity wall in 2025 (roughly $1.4 billion pro forma for this proposed transaction), we still believe Sabre would likely have the time and alternatives to refinance this debt given the duration remaining until maturity, and bolstered by its cash buffer and expected recovery to operating performance. The company continues to opportunistically refinance its near-term debt obligations, having completed a series of transactions extending its 2024 maturities to 2028 last year. Nonetheless, we could view a similar type of transaction below par, depending on the time remaining to maturity or if recovery to operating performance is prolonged." Although the proposed term loan will increase leverage while preserving liquidity with the payment in kind feature, Sabre will need to substantially grow profits to outpace its high interest rates to delever. The company plans to raise a new $665 million senior secured term loan facility due December 2028 at Sabre Financial Borrower LLC, a newly created bankruptcy-remote special-purpose vehicle and wholly owned subsidiary of Sabre GLBL Inc. This facility will be secured by an intercompany loan by Sabre Financial Borrower LLC, to Sabre GLBL. Centerbridge Partners L.P., Oaktree Capital Management, and Oak Hill Capital Partners, and JP Morgan have each committed to provide $515 million, $80 million, $40 million, and $30 million, respectively, of the principal amount of the new $665 million payment in kind (PIK) facility. The facility will have a floating coupon rate tied to the highest yield to maturity of any tranche of Sabre GLBL's indebtedness, plus a spread of 150 basis points (bps) for cash interest and 300 bps for PIK interest. The floating coupon rate initially starts at 13.0% for the first quarter before resetting quarterly and is subject to a 300 bps floor and ceiling thereafter. As such, the all-in interest rate floor will be 11.5% for cash interest or 13.0% for PIK interest, and the all-in interest rate ceiling will be 17.5% for cash interest or 19.0% cash interest for PIK interest. The company can elect to pay cash or PIK interest through December 2025. The proposed transaction is contingent on the closing of at least a $500 million tender. S&P assumes the company will elect to use the PIK interest option through December 2025 to preserve liquidity. While this provides Sabre with financial flexibility for investments or to repay debt with cash flows in the near term, this will slow deleveraging because of the high interest rates that accrue on the facility, creating a growing liability. Mandatory cash interest payments replacing the PIK interest option in 2026 could also be a substantial drag on cash generation. Pro forma for the proposed transaction, S&P expects leverage to be in the mid-7x area and 6.0x area in 2024 and 2025, respectively. Sabre's pace of operational recovery is tied to global travel volumes. Sabre's businesses primarily employ a transaction-based business model that makes it vulnerable to a reduction in travel volumes, particularly from higher-margin corporate and international travel, each of which comprised close to half of the company's pre-pandemic travel mix, but have declined the steepest and recovered the slowest since the pandemic began. As of the first quarter of 2023, distribution air bookings were less than 65% of pre-pandemic volumes, though a significant improvement over 2021 volumes of 37% and 2022 volumes of 52%. S&P said, "We expect ongoing momentum in travel volume recovery in 2023, resulting from pent-up demand as economies in Europe and Asia-Pacific lift pandemic-related travel restrictions and airlines work to alleviate capacity constraints related to original equipment management (OEM) shipping delays and persistent labor shortages. We also expect further volume recovery to come from its partnerships with BCD Travel Corp., American Express Global Business Travel (Amex GBT), and Hopper Inc. to capture market share and further solidify its market position as the second largest GDC provider globally. Despite these positive trends, we believe business travel recovery will remain slow and do not expect Sabre's operating performance to substantially recover to pre-pandemic levels within the next 24 months. To partially offset the prolonged recovery to the topline, the company has recently enacted a cost-reduction program that should provide up to $200 million of annualized cost savings. Nonetheless, we believe the company will generate negligible free operating cash flow (FOCF) in 2023 due to substantial cash interest expenses, capital expenditures in the form of software development costs, and cash restructuring costs." Risks to a recovery in business travel and air traffic include heightened recessionary risk, inflationary pressures, and the negative effects of escalating geopolitical tensions. S&P said, "Although global air passenger traffic has been relatively resilient in recessions preceding the COVID-19 pandemic, we believe demand for air travel could modestly decline as companies would likely scale back on nonessential business travel in a recessionary environment to cut costs. While our base-case forecast incorporates good revenue and EBITDA growth this year, performance will still be well below pre-pandemic levels and we believe our expectation of a shallow recession in 2023 could create risk to the company's deleveraging path and cash generation depending on the length and severity of a recession." Furthermore, geopolitical risk from the ongoing Russia-Ukraine conflict could dampen the demand for international travel from higher fuel prices and higher expenses for air travel. So far, S&P views these risks as manageable, and the pent-up demand for travel should be enough to absorb the higher cost of travel along with broader inflationary trends. The stable outlook reflects S&P's view that despite weak credit measures, Sabre's business will continue to recover and the company will maintain sufficient liquidity for operating needs for the next 12-24 months. S&P could lower its rating on Sabre within the next 12 months if: -- Its liquidity deteriorates and business travel conditions do not improve to the extent necessary for it to cover its fixed charges; or -- S&P views future transactions to refinance its upcoming debt maturities as distressed rather than opportunistic depending on the time to maturity and pace of operational recovery; or -- It is unable to refinance its 2025 debt maturities at favorable interest rates, such that S&P believes the company's capital structure is unsustainable over the long term. S&P said, "We could raise our rating if Sabre increases its revenue and EBITDA on an improving level of business travel bookings such that we expect it to improve S&P Global Ratings-adjusted leverage below 7x and consistently generate positive cash flow, with FOCF to debt approaching 5% within a 12-month timeframe. Furthermore, we would need to see a viable plan from the company to address its 2025 maturities at favorable rates." ESG credit indicators: E-2, S-4, G-2 S&P said, "Social factors are a negative consideration in our credit rating analysis of Sabre. It has faced significant health- and safety- related challenges stemming from the pandemic as travel declined significantly and the company took on incremental debt to finance a long period of cash burn. The recovery of airline ticket sales and revenues mainly depends on corporate and international travel, which are recovering at a slower pace compared to leisure travel. As a result, revenue and profits remains significantly below pre-COVID levels. Sabre also faces travel disruptions related to geopolitical tensions that could hinder the air travel recovery." SILVER CREEK: Committee Taps Tucker Ellis as Legal Counsel ---------------------------------------------------------- The official committee of unsecured creditors of Silver Creek Industries, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Tucker Ellis, LLP as counsel. The firm's services include: a. advising the Committee on all legal issues as they arise; b. representing and advising the Committee regarding the terms of any sales of assets or plans of reorganization or liquidation, and assisting the Committee in negotiations with the Debtor and other parties; c. investigating Debtor's assets and pre-bankruptcy conduct; d. investigating the validity, priority, extent, and amount of the claims and asserted liens of any secured creditors of the Debtor; e. preparing, on behalf of the Committee, all necessary pleadings, reports, and other papers; f. representing and advising the Committee in all proceedings in these cases; g. assisting and advising the Committee throughout the administration of the Debtor's estate; and h. providing such other services as are customarily provided by counsel to creditors' committees in cases of this kind. The firm will be paid at these rates: Attorneys $875 per hour Associates $225 per hour Paraprofessionals $140 per hour In addition, the firm will be reimbursed for out-of-pocket expenses incurred. Thomas Fawkes, Esq., a partner at Tucker Ellis, 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. Fawkes, Esq. Tucker Ellis LLP 233 South Wacker Drive, Suite 6950 Chicago, IL 60606 Telephone: (312) 256-9425 Facsimile: (312) 324-6309 Email: thomas.fawkes@tuckerellis.com About Silver Creek Industries Silver Creek Industries, LLC is a modular construction company headquartered in California. Silver Creek Industries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11677) on April 24, 2023. In the petition signed by its managing member, James McGeever, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Scott H. Yun oversees the case. Robert E. Opera, Esq., at Winthrop Golubow Hollander, LLP, represents the Debtor as legal counsel. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Tucker Ellis, LLP. SILVER CREEK: Selling Substantially All Assets for $13 Million -------------------------------------------------------------- Silver Creek Industries, LLC, asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale to Silver Creek Modular, LLC, of substantially all assets and properties associated with its business, and assets and properties owned by its two non-debtor affiliates, Silver Creek Industries RS, LLC ("SCRS") and Silver Creek Leasing, LLC ("SCL"), which are used by it in the operation of the Business for $13 million, cash, subject to higher and better offers. Prior to the Petition Date, the Debtor experienced serious financial difficulties. It had almost $11 million in operating losses in 2021 and losses of approximately $31 million in 2022. It does not have resources sufficient to engage in protracted and expensive contested plan confirmation proceedings. Moreover, the Debtor is concerned that its Business will deteriorate significantly if the Debtor continues in Chapter 11 without a prompt resolution of its case. The Debtor believes, therefore, that a sale of substantially all of the Marketed Assets to the Buyer pursuant to the Asset Purchase Agreement will maximize the recovery of value for its creditors. The Debtor has marketed its assets. It has determined that the offer received from the Buyer is the most favorable current offer for the purchase of substantially all assets. The proposed sale of the Marketed Assets to the Buyer will be subject to a fair bidding process, with qualified bidders entitled to submit overbids for the Marketed Assets in connection with an Auction to be conducted by the Debtor. After the conclusion of the Auction, the sale of the Marketed Assets will be subject to the approval of the Court. On Oct. 19, 2020, the Debtor, SCRS and SCL, as "Borrowers," and CIT Bank N.A. executed that Credit Agreement (Main Street Priority Loan Facility), pursuant to which CIT advanced to the Borrowers a term loan in the original principal amount of $45 million. The Borrowers' obligations under the Loan have allegedly been guaranteed by BVA LLC and BVA Inc. ("Holding Companies"). There are no valid duly perfected and unavoidable secured claims. The Debtor proposes to sell and assign substantially all of the assets and properties of the Debtor used in the operation of the Business, including without limitation, the Debtor's furniture, fixtures, equipment, real property lease, contracts, personal property leases, inventory, intellectual property rights, and accounts receivable, but excluding the "Excluded Assets." In addition, SCRS will sell assets of SCRS which are used by the Debtor in the operation of the Business, and SCL will sell equipment which is leased to and used by Debtor in the operation of the Business (i.e., collectively, the "Marketed Assets"). It is a condition of the Buyer Asset Purchase Agreement that any liens on the assets of the Debtor, SCRS and SCL be released at the time of the closing. The Debtor intends to exclude from the Auction certain assets and properties of the Debtor not used in the operation of the Business, including cash, tax refunds and other refunds, credits including any Employee Retention Tax Credit to which the Debtor may be entitled and insurance and litigation claims not related to the Marketed Assets, and SCRS and SCL will not sell or assign to the Buyer any assets of SCRS and SCL not used by the Debtor in the Business (collectively, "Excluded Assets"). The material terms of the Asset Purchase Agreement are: 1. The Sellers will sell and assign to the Buyer, and the Buyer will purchase from the Sellers, free and clear of liens and interests, all of the assets and properties of the Sellers, except only for the Excluded Assets identified expressly in the Asset Purchase Agreement. The assets and properties of the Debtor will be sold to the Buyer free and clear of all liens and interests. 2. The Buyer will not assume or be liable for any of the liabilities of the Sellers, except only for the Assumed Liabilities expressly assumed by the Buyer pursuant to the Asset Purchase Agreement. 3. The Purchase Price to be paid by the Buyer, pursuant to Article 3 of the Asset Purchase Agreement, will be as follows: a. Cash. A $13 million cash payment, payable by a $750,000 purchase deposit and a $12.25 million cash payment at the Closing of the Transaction; b. The Buyer agrees to pay, at the Closing, $2.5 million in Pre-Closing Construction Law Obligations. c. The Buyer will assume the Assumed Liabilities in accordance with the terms and conditions set forth in the Asset Purchase Agreement. 4. The Transaction must close by June 2, 2023. 5. Break-up Fee: $425,000 The Debtor may solicit other bids for the assets and properties of the Debtor without any restriction on such solicitation. The Debtor asks that the Court orders that, notwithstanding the provisions of Rules 6004(h) and 6006(d) of the Bankruptcy Rules, the sale and assignment of the Marketed Assets to the Buyer may be effectuated immediately upon the entry of any order of the Court granting the Sale Motion. About Silver Creek Industries Silver Creek Industries LLC is a modular construction company headquartered in California. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11677) on April 24, 2023. In the petition signed by James McGeever, managing member, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Scott H. Yun oversees the case. Robert E. Opera, Esq., at Winthrop Golubow Hollander, LLP, represents the Debtor as legal counsel. STARRY GROUP: Advised by Latham & Watkins on Confirmed Plan ----------------------------------------------------------- Multidisciplinary team led by members of the firm's Restructuring & Special Situations Practice represents the fixed wireless broadband internet service provider in fully consensual confirmation. Starry Group Holdings, Inc. ("Starry" or the "Company"), a fixed wireless broadband internet service provider, received confirmation by the United States Bankruptcy Court for the District of Delaware of the Company's Plan of Reorganization (the "Plan") following an uncontested hearing. Starry plans to emerge from chapter 11 later this year after receiving FCC approval of the transaction contemplated by the Plan and the satisfaction of other administrative conditions precedent to Plan effectiveness. Starry's fully consensual Plan was confirmed with the support of 100% of the Company's prepetition lenders, a significant majority of unsecured creditors, and the creditors' committee -- and in 95 days after the Company's chapter 11 filing. Under the Plan, Starry will implement a comprehensive financial restructuring that will delever its balance sheet by approximately US$195 million while providing capital through a new exit facility that will allow the Company to complete an operational pivot toward, and enable further investment in, existing core markets. Upon emergence from chapter 11, the successful stand-alone reorganization will mark one of the first of its kind for a deSPAC public company. Latham & Watkins LLP represents Starry as restructuring counsel with a cross-practice team led by Los Angeles partners Jeff Bjork and Ted Dillman and Chicago partner Jason Gott, with Washington, D.C. counsel Chris Craige and Los Angeles counsel Jeffrey Mispagel and associates Nicholas Messana, Markus von der Marwitz, Ben Roth, and Kevin Shang. The bankruptcy litigation team was led by Los Angeles partner Amy Quartarolo, with associates Nathan Saper, Keith Williams, and Hanna Kostamaa. Advice was also provided on corporate matters by New York partner Justin Hamill and Bay Area partner Chad Rolston, with New York counsel Ben Kaplan and associate Anika Amin; on finance matters by New York partners Stephanie Teicher and Ipek Seniz Yakut, with associate Qinhan (Eric) Luo; on tax matters by Chicago partner Joseph Kronsnoble, with associate Derek Gumm; and on regulatory matters by Washington, D.C. partner Elizabeth Park. About Starry Group Boston-based Starry Group Holdings, Inc. (NYSE: STRY) is a licensed fixed wireless technology developer and internet service provider. It is an early-stage growth company. Starry Group Holdings and 11 affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10219) on Feb. 20, 2023. As of Sept. 30, 2022, Starry Group had $270.6 million in total assets against $309.7 million in total liabilities. The petitions were signed by William J. Lundregan as authorized officer. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Latham & Watkins, LLP as legal counsel; PJT Partners, LP as investment banker; FTI Consulting, Inc. as financial advisor; and Kurtzman Carson Consultants, LLC as claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by David R. Hurst, Esq. STRUCTURLAM MASS: Mercer Obtains Court Approval to Acquire Assets ----------------------------------------------------------------- Mercer International Inc. (Nasdaq: MERC) on May 30 disclosed that it has received applicable Bankruptcy Court approval of a sales order approving the acquisition of substantially all of the assets of Structurlam Mass Timber Corporation and its subsidiaries ("Structurlam"), including a production facility located in Conway, Arkansas (the "Conway Facility") and production facilities in British Columbia, Canada, for $81.1 million, exclusive of a break fee and expense reimbursement, subject to customary adjustments. The transaction is subject to customary conditions and is expected to be completed shortly. The Conway Facility The Conway facility is a modern, state-of-the-art manufacturing facility that was built in 2021 and: -- has an annual capacity of approximately 75,000 m3; -- can produce both glued laminated timber (glulam) and cross-laminated timber (CLT); -- includes over 280,000 square feet of manufacturing space; and -- is strategically located in the Southern United States in proximity to growing construction markets and with access to a large and high-quality regional wood basket. British Columbia Facilities The assets also include three facilities located in British Columbia, Canada with a combined annual capacity of approximately 40,000 m3 of glulam and CLT. Glulam The transaction will, among other things, add glulam production capability to Mercer's existing mass timber offering. Glulam is a stress-rated, engineered wood product comprised of wood laminations that are bonded together. It is commonly used for support structures such as columns, beams, floor joists, and trusses and offers a high degree of customization and pre-fabrication. With a high strength-to-weight ratio, it offers increased efficiencies in logistics and a smaller carbon footprint relative to common construction materials such as steel and concrete. Juan Carlos Bueno, President and Chief Executive Officer, stated: "The acquisition of the Structurlam assets is consistent with our strategy to expand and diversify our product mix in our solid wood segment and build out our existing mass timber business. The acquisition will materially increase our existing production capacity and cement our position as a leading producer of mass timber products. "These assets complement our existing Mercer Mass Timber facility, located in Spokane Valley, Washington and provide significant potential synergies on a combined basis. As glulam is commonly incorporated into mass timber construction projects that utilize CLT, the acquisition of Structurlam will enhance our ability to service the growing customer base for our mass timber business." He concluded: "Our Mercer Mass Timber facility and the Conway facility are two of the most modern mass timber facilities in North America, which we believe will position us well to capitalize on the growing market share of CLT and glulam in the North American construction business. We look forward to completing the acquisition and continuing to grow our contribution to a circular carbon economy, providing sustainable and carbon reducing alternatives through our innovative forest products." About Mercer International Mercer International Inc. -- https://www.mercerint.com -- is a global forest products company with operations in Germany, the USA and Canada with consolidated annual production capacity of 2.3 million tonnes of pulp, 960 million board feet of lumber, 140 thousand cubic meters of cross-laminated timber, 17 million pallets and 150,000 metric tonnes of wood pellets. About Structurlam Mass Timber U.S., Inc. Structurlam Mass Timber U.S., Inc. is a manufacturer of mass timber solutions including cross laminated timber, Glulam beams, industrial matting and more. On April 21, 2023, SLP Holdings Ltd., Structurlam Mass Timber Corporation (formerly SLP Operations Ltd.), Structurlam Mass Timber U.S., Inc. and Natural Outcomes, LLC commenced proceedings by filing voluntary petitions for relief pursuant to chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10497). In connection with the Chapter 11 Proceedings, the U.S. Bankruptcy Court has appointed SLP as the foreign representative of Structurlam. On application made by the Foreign Representative, on April 27, 2023, the Supreme Court of British Columbia granted orders, among other things, recognizing the Chapter 11 Proceedings as a foreign proceeding under Part IV of the Companies' Creditors Arrangement Act, staying all proceedings against Structurlam, and appointing Alvarez & Marsal Canada Inc. as the Information Officer in the Canadian recognition proceedings under the CCAA. In the petition signed by Shawn Turkington, authorized signatory, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Craig T. Goldblatt oversees the U.S. cases. The Debtors tapped M. Blake Cleary, Esq., at Potter Anderson and Corroon LLO, as local bankruptcy counsel, Paul Hastings LLP as general bankruptcy counsel, Gowling WLG as Canadian bankruptcy counsel, Alvarez and Marsal Canada Inc. as financial advisor, Stifel, Nicolaus and Co. Inc. and Miller Buckfire and Co. LLC as investment banker, and Kurtzman Carson Consultants LLC as notice and claims agent. TEGNA INC: Moody's Confirms 'Ba3' CFR & Alters Outlook to Stable ---------------------------------------------------------------- Moody's Investors Service confirmed TEGNA Inc.'s Ba3 corporate family rating, Ba2-PD probability of default rating and the Ba3 rating on the company's unsecured notes and revolving credit facility. TEGNA's speculative grade liquidity rating of SGL-1 is unchanged. The outlook was changed to stable from rating under review. The rating actions conclude the review for downgrade initiated on March 4, 2022 and follows the company's announcement [1] that it had terminated its merger agreement with an affiliate of Standard General L.P. which formed the basis for the review as it was expected to lead to a material increase in leverage. Confirmations: Issuer: TEGNA Inc. Corporate Family Rating, Confirmed at Ba3 Probability of Default Rating, Confirmed at Ba2-PD Senior Unsecured Bank Credit Facility, Confirmed at Ba3 Senior Unsecured Regular Bond/Debenture, Confirmed at Ba3 Issuer: Belo Corp. Backed Senior Unsecured Regular Bond/Debenture, Confirmed at Ba3 Outlook Actions: Issuer: Belo Corp. Outlook, Changed To Stable From Rating Under Review Issuer: TEGNA Inc. Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE TEGNA's Ba3 CFR reflects the strength of the company's operations, its scale in the US local broadcast sector, and the quality of the designated market areas (DMAs) it operates in. The rating also reflects the financial policy of the company and the resulting financial metrics with Moody's adjusted debt to EBITDA (on a two-year average basis) of around 3.1x at the end of Q1 2023. The Ba3 CFR also reflects the continued structural pressures the broadcast sector is facing. Core TV advertising continues to lose share to the benefit of digital media, and the ongoing weak macro-economic backdrop introduces more uncertainty over advertising related performance in the current year. In addition, cord cutting trends have accelerated and reach high single digit for the industry. While TEGNA's strong DMAs offer some protection, growth in retransmission revenue will be continue to be more muted than in the past. TEGNA had been accumulating cash from the time it entered the merger agreement. At the end of Q1 2023, the company held $683 million of cash on balance sheet. With the merger agreement ended, TEGNA announced that it would pursue a $300 million share buyback program and that it had increased its quarterly dividend by 20%. The company also received a $136 million termination fee that was paid in TEGNA shares. TEGNA has stated that it is looking at further ways to deploy accumulated capital and Moody's expects that any further shareholder distribution will be in line with the company's stated target to maintain reported net leverage at or under 3x. With revenue of $3.28 billion in 2022, national reach and a diverse affiliate mix, TEGNA is well positioned to capture advertising spend in its markets, allowing it to partially weather the overall decline in TV advertising budgets. In Q1 2023, the company's advertising and marketing services revenue was down 13% year on year, excluding one off items (political advertising, winter Olympics and Superbowl) this was down a more typical mid-single digit percentage. The company is seeing improvements in its largest vertical, the auto category. In 2022, approximately 47% of TEGNA's total revenue was derived from non-advertising related retransmission fees. Given the accelerated erosion in the base of subscribers from people cutting the cord on their traditional pay-TV services, growth in retransmission revenue is expected to be much more muted than in the past and rely mostly on successful renegotiation of the per subscriber rate at the time of contract renewals. In late 2023, TEGNA is due to renew its carriage agreements with traditional MVPDs representing around 25% of its subscriber base. In 2023, the company expects its EBITDA margin to decline due to a rise in programming costs driven by reverse retransmission increases as well as the absence of high margin political advertising which TEGNA benefits from in even years. In 2022 the company generated revenue of $341 million from political advertising on the back of the US Midterm elections. The 2024 US Presidential election is widely expected to see a record inflow of political advertising spending, which will lead to material free cash flow generation for TEGNA. The stable outlook reflects Moody's expectation that TEGNA's Moody's adjusted (2 year average) gross leverage will remain around 3-3.5x in the coming 12-18 months. The stable outlook also reflects Moody's expectations that the company will continue to grow retransmission revenues at a mid-single digit percentage. TEGNA's SGL-1 speculative grade liquidity rating reflects a very good liquidity profile supported by sizeable positive free cash flow (FCF) generation, in particular in even years. At the end of Q1 2023, TEGNA had $683 million of cash on balance sheet and near full availability under its $1.5 billion revolving credit facility. While a large portion of the cash will be distributed in share buybacks and increased dividend in 2023, Moody's expects the company to maintain ample liquidity in the coming 12-24 months. TEGNA's revolver matures in August 2024 and Moody's expects the company to either refinance or extend the maturity of this instrument well in advance of that date. The company has to comply with a 4.5x leverage covenant (as calculated on an L8QA basis in accordance with the revolving credit agreement), at the end of Q1 2023, this ratio stood at 2.45x. The company also benefits from an all fixed rate debt structure and a long dated maturity profile, with the next maturity in 2026 when $550 million of senior unsecured notes come due for repayment. TEGNA's debt instrument ratings reflect the probability of default of the company, as reflected in the Ba2-PD probability of default rating, and a family recovery rate of 35% at default given the fully unsecured capital structure. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given recent cord cutting trends, Moody's believes there is uncertainty as to long term retransmission revenue growth potential. An upgrade to the ratings is unlikely while the long term visibility of the traditional and virtual subscriber bases remains low. In addition, an upgrade would require the company to maintain a publicly defined financial policy regarding leverage that is consistent with a Moody's adjusted (2-year average) leverage below 3x on a sustained basis and to maintain free cash flow to debt above 10%. Ratings could be downgraded should the company's leverage (Moody's adjusted and on a 2 year basis) increase above 4x for a sustained period of time. TEGNA Inc. is a leading U.S. broadcaster with operations consisting of 64 stations in 51 markets reaching about 39% of US television households. The company, headquartered in McLean, VA, is publicly traded and reported net revenue of $3.28 billion and EBITDA (management's reported) of approximately $1.13 billion in 2022. The principal methodology used in these ratings was Media published in June 2021. TEGNA INC: S&P Upgrades ICR to 'BB+', Off CreditWatch Negative -------------------------------------------------------------- S&P Global Ratings removed all of its ratings on TEGNA Inc. from CreditWatch, where S&P placed them with negative implications on Feb. 23, 2022, and raised them to 'BB+' from 'BB'. The stable outlook reflects that, despite its currently low leverage in the mid-2x area, the company has not committed to a financial policy that supports an investment-grade rating. TEGNA terminated its agreement to be acquired by an affiliate of Standard General L.P. S&P said, "We expect TEGNA will maintain leverage comfortably below 4x over the next few years. Upon the termination of its merger agreement with Standard General, the company announced a $300 million accelerated share repurchase program (expected to be completed by the end of the third quarter) and a 20% increase in its regular quarterly dividend (starting with the dividend it will declare in the third quarter). These actions are the first steps in its plan to return the excess cash it accumulated during the pending merger to its shareholders. While TEGNA is currently reviewing its capital allocation strategy, management expects to maintain net leverage of less than 3x. We estimate the company's leverage will remain in the mid-2x area in 2023, which incorporates $300 million of share repurchases and about $90 million of dividend payments. If TEGNA decides to return all of its current cash ($683 million as of March 31, 2023) to its shareholders, we estimate its leverage would increase to about 3x in 2023, which is still well below our 4x upgrade threshold. "We estimate the company's leverage will be between 2.5x and 3.0x in 2024 depending on the ultimate pace and magnitude of its shareholder returns. We estimate TEGNA will continue to generate solid free operating cash flow (FOCF) of about $400 million in 2023 and more than $700 million in 2024, which we expect it will primarily use for shareholder returns. We believe the company could make additional investments in the business as it evaluates its long-term strategic plans as a stand-alone company, though we expect it would still maintain leverage of less than 4x. While TEGNA was able to invest in its core business during the pending merger, it was precluded from investing in new or expanded strategies." The stable outlook reflects that, despite its currently low leverage in the mid-2x area, the company has not committed to a financial policy that supports an investment-grade rating. S&P could lower the rating if leverage increases above 4x on a sustained basis due to: -- Debt-funded shareholder returns; or -- Acquisitions. S&P could raise the rating if: -- The company publicly commits to a financial policy consistent with an investment-grade company, including leverage remaining below 3.25x on a sustained basis; and -- S&P believes EBITDA and FOCF will remain stable despite ongoing pay-TV subscriber declines. ESG credit indicators: E-2, S-2, G-2 TELESAT CANADA: S&P Upgrades ICR to 'CCC+', Outlook Negative ------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Telesat Canada to 'CCC+' from 'SD' (selective default). S&P Global Ratings also affirmed its issue-level ratings on the company's senior secured and unsecured notes at 'D' (default) as we believe additional near-term repurchases of the notes is likely. The negative outlook reflects S&P's view that the company's capital structure is unsustainable given Telesat's declining EBITDA and potential for eroding liquidity amid difficult market conditions, which could eventually lead to a debt restructuring. Telesat Canada recently repurchased some of its senior secured and senior unsecured notes at a below-par value, which S&P viewed as a distressed exchange. S&P said, "Our view of the business and Telesat's unsustainable capital structure is largely unchanged. Our view of the business remains unchanged since our downgrade on Telesat Canada in December 2022. We believe Telesat's existing capital structure remains unsustainable because the company has a substantial debt burden in relation to its ongoing earning capacity; and capital markets remain volatile. Moreover, secular decline in Telesat's legacy GEO operations and funding delays associated with its next-generation satellite network (LEO; Lightspeed) have increased the risk of the company's cash flow trending weaker through Telesat's 2026 and 2027 debt maturities. We view the debt repurchase as marginally positive because it reduces Telesat's long-term debt and interest expense, but the pressure on operating performance is unchanged. For more information on Telesat Canada, see our research update, published Dec. 16, 2022, on RatingsDirect. "The negative outlook reflects our expectation that the company's capital structure remains unsustainable given reduced EBITDA generation and potential for eroding liquidity amid difficult market conditions, which could eventually lead to a debt restructuring. "We could lower the ratings on Telesat if there is an acceleration in revenue declines--from contract nonrenewals or repricing, pricing pressure, customer losses, or a reduction in services--such that it would further weaken cash flow and erode liquidity. Under this scenario, and when considering risks related to the execution on LEO, we would assess the potential for a near-term debt restructuring or additional debt repurchases (term loan) as tantamount to a default." Given the company's declining performance, rising leverage, time to commercialize LEO, and arguably weak capital market access, it is unlikely the outlook will stabilize in the next 12 months. Medium term, an improving leverage profile, adequate liquidity, and visibility for overall revenue and EBITDA sustained from LEO growth could be factors supporting the refinancing of Telesat's GEO debt, which could facilitate an improvement of the company's credit quality, in S&P's opinion. ESG credit indicators: E-2, S-2, G-3 TENNISWOOD INC: Jodi Daniel Dubose Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Jodi Daniel Dubose as Subchapter V trustee for Tenniswood, Inc. Ms. Dubose will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Dubose declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jodi Daniel Dubose 41 N. Jefferson Street, Suite 111 Pensacola, FL 32502 Phone: (850) 637-1836 Email: jdubose@srbp.com About Tenniswood Inc. Tenniswood, Inc. is a full dry cleaner and laundry services provider in Pensacola, Fla. It conducts business under the name Vick's Cleaners. Tenniswood filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-30350) on May 19, 2023, with $214,164 in assets and $2,173,933 in liabilities. Mark Tenniswood, president of Tenniswood, signed the petition. Judge Jerry C. Oldshue, Jr. oversees the case. J. Steven Ford, Esq., at Wilson Harrell Farrington Ford Wilson Spain & Parsons, P.A. is the Debtor's legal counsel. TRIPLE B INVESTMENTS: $1.6M Sale of Dunedin Property to Spicer OK'd ------------------------------------------------------------------- Judge Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida approved Triple B Investments, LLC's sale of the real property located at 240 Causeway Boulevard, in Dunedin, Florida 34698, "as is," to Thomas Spicer or his assignees for $1,625,000. The Debtor is authorized to pay broker's fees, liens (including the secured claim of American Momentum Bank), and all ordinary and necessary closing expenses normally attributed to a seller of real estate at closing. The net sale proceeds, after payment of the secured claims and closing costs, will be held in a DIP bank account at an approved depository with Buddy D. Ford listed as the sole signatory. No later than seven days after the closing date, the Debtor will file and serve on the matrix a statement of the remaining unpaid allowed claims in the Debtor's bankruptcy case. Claimants will have 21 days from the filing of the Payment Spreadsheet to object to the proposed distribution, otherwise said distribution will be final. Within 14 days from the date on which the distributions are final, Buddy D. Ford will tender the distributions in the Payment Spreadsheet from the net sale proceeds. After all distributions have been made, Buddy D. Ford may tender any remaining funds to the Debtor. The Debtor will provide a copy of the closing statement from the sale of the property to the office of the United States Trustee within seven days of the closing date. The 14-day stay required under Bankruptcy Rule Section 6004(h) is waived. About Triple B Investments Triple B Investments, LLC is an investment management company based in Florida. It conducts business under the name Barracuda Bob's Island Surf and Sports. Triple B Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06007) on Aug. 6, 2020. At the time of the filing, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Michael G. Williamson oversees the case. The Debtor tapped Buddy D. Ford, PA as legal counsel and Frederick T. Reeves, PA as special counsel. On April 19, 2021, the Debtor's Plan of Reorganization was confirmed. UNIQUE FREIGHT: Taps Kingcade, LSS Law as Bankruptcy Counsels ------------------------------------------------------------- Unique Freight Lines, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Kingcade, Garcia & McMaken, P.A., and Leiderman Shelomith Somodevilla, PLLC, doing business as LSS Law, as counsels. The firms will provide these services: a. give advice to the Debtor with respect to its powers and duties as a debtor-in-possession; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interests of the Debtor in all matters pending before the Court; e. represent the Debtor in negotiation with its creditors in the preparation of a plan; and f. perform all other legal services for the Debtor, which may be necessary herein. The firm will be paid at these rates: Attorneys $475 to $535 per hour Paraprofessionals $100 to $125 per hour Prior to filing the bankruptcy case, the Debtor paid Kingcade a fee and cost retainer in the amount of $60,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in court filings, Kingcade is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Timothy S. Kingcade, Esq. Kingcade, Garcia & McMaken, P.A. 1370 Coral Way Miami, FL 33145 Tel: (305) 285-9100 Email: scanner@miamibankruptcy.com -and- Zach B. Shelomith, Esq. LSS LAW 2699 Stirling Road, Suite C401 Ft. Lauderdale, FL 33312 Tel: (954) 920-5355 Fax: (954) 920-5371 Email: zbs@lss.law About Unique Freight Lines Unique Freight Lines Inc. -- https://www.uniquefreightlines.com/ -- offers a complete range of international air and ocean freight services as well as integrated warehousing solutions from a single source supported by its strong management and network. Unique Freight Lines filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-12916) on April 14, 2023, with total assets of $15,330,317 and total liabilities of $7,498,759. Linda Marie Leali has been appointed as Subchapter V trustee. Judge Robert A. Mark oversees the case. The Debtor is represented by Kingcade, Garcia & McMaken, P.A., and Leiderman Shelomith Somodevilla, PLLC, doing business as LSS Law. VIRGIN ORBIT: Committee Taps Hogan Lovells US as Bankruptcy Counsel ------------------------------------------------------------------- The official committee of unsecured creditors of Virgin Orbit Holdings, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Hogan Lovells US, LLP as its bankruptcy counsel. The committee requires legal counsel to: a. give advice with respect to the committee's rights, powers and duties in the Debtors' Chapter 11 cases; b. participate in in-person and telephonic meetings of the committee and subcommittees formed thereby; c. assist the committee in its meetings and negotiations with the Debtors and other parties involved in the cases; d. assist the committee in analyzing claims asserted against, and interests in, the Debtors, and in negotiating with the holders of such claims and interests, and bringing, or participating in, objections or estimation proceedings with respect to such claims and interests; e. assist with the committee's review of the Debtors' schedules of assets and labilities, statements of financial affairs, and other financial reports prepared by the Debtors; f. assist the committee in its investigation of the acts, conduct, assets, liabilities, management, and financial condition of the Debtors and of the historic and ongoing operation of their businesses; g. assist the committee in its analysis of, and negotiations with the Debtors or any third party related to, financing, asset disposition transactions, compromises of controversies, and assumption and rejection of executory contracts and unexpired leases; h. assist the committee in its investigation of the validity of the Debtors' pre-bankruptcy debt or liens and any other potential claims against pre-bankruptcy debt holders; i. assist the committee in its analysis of, and negotiations with the Debtors or any third party related to the formulation, confirmation, and implementation of any Chapter 11 plan and all documentation related thereto; j. assist and advise the committee with respect to communications with the general creditor body; k. respond to inquiries from individual creditors as to the status of, and developments in, these Chapter 11 cases; l. represent the committee at hearings and other proceedings; m. review and analyze legal documents filed with the court and advise the committee with respect to formulating positions thereon and filing responses thereto; n. assist the committee in its review and analysis of, and negotiations with the Debtors and their non-debtor affiliates related to, intercompany claims and transactions; o. review analyses or reports prepared in connection with the Debtors' potential claims and causes of action, advise the committee with respect to formulating positions thereon, and perform such other diligence and independent analysis as may be requested by the committee; p. advise the committee with respect to applicable federal and state regulatory issues, as such issues may arise in these Chapter 11 cases; q. assist the committee in preparing pleadings and pursuing or participating in adversary proceedings, contested matters, and administrative proceedings as may be necessary or appropriate in furtherance of the committee's duties; and r. perform other necessary legal services. The firm will be paid at these rates: Partners $810 to $1,905 per hour Counsels $810 to $1,850 per hour Associates $550 to $1,130 per hour Paralegals $295 to $590 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. David Simonds, Esq., a partner at Hogan Lovells US, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Hogan disclosed the following: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Hogan is developing a prospective budget and staffing plan for the committee's review and approval. The firm expects that the committee, the Debtors, and the Office of the U.S. Trustee, will maintain active oversight of the firm's billing practices. The firm can be reached through: David P. Simonds, Esq. Hogan Lovells US, LLP 1999 Avenue of the Stars, Suite 1400 Los Angeles, CA 90067 Telephone: (310) 785-4600 Facsimile: (310) 785-4601 Email: david.simonds@hoganlovells.com About Virgin Orbit Holdings 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, Calif., and are air-launched from a modified 747-400 carrier aircraft that allows the company to operate from locations all over the world in order to best serve each customer's needs. Virgin Orbit 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 its chief executive officer, Daniel M. Hart, 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, retained Davis Polk & Wardwell LLP, FTI Consulting, Inc., and Morris, Nichols, Arsht & Tunnell LLP as advisors. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Hogan Lovells US, LLP as bankruptcy counsel; Potter Anderson & Corroon, LLP as Delaware counsel; and Province, LLC as financial advisor. VIRGIN ORBIT: Committee Taps Potter as Delaware Counsel ------------------------------------------------------- The official committee of unsecured creditors of Virgin Orbit Holdings, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Potter Anderson & Corroon, LLP as its Delaware counsel. The firm's services include: a. providing legal advice regarding local rules, practices, and procedures and providing substantive and strategic advice on how to accomplish committee goals; b. drafting, reviewing, and commenting on drafts of documents to ensure compliance with local rules, practices, and procedures; c. drafting, filing, and service of documents as requested by Hogan Lovells US LLP; d. preparing certificates of no objection, certifications of counsel, and notices of fee applications; e. printing of documents and pleadings for hearings, and preparing binders of documents and pleadings for hearings; f. appearing in court and at any meetings of creditors on behalf of the committee in its capacity as Delaware counsel with Hogan; g. monitoring the dockets in these Chapter 11 cases for filings and coordinating with Hogan on pending matters that may need responses; h. participating in calls with the committee; i. providing additional administrative support to Hogan, as requested; and j. performing other necessary legal services. The firm will be paid at these rates: Partners $675 to $1,150 per hour Associates $440 to $575 per hour Paraprofessionals $330 to $350 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. M. Blake Cleary, Esq., a partner at Potter, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Potter disclosed the following: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Potter expects to develop a budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures, as to which the firm reserves all rights. The committee approved the firm's proposed hourly billing rates. The firm can be reached at: M. Blake Cleary, Esq. Potter Anderson & Corroon, LLP 1313 North Market Street, 6th Floor Wilmington, DE 19801 Tel: (302) 984-6000 Fax: (302) 658-1192 Email: bcleary@potteranderson.com About Virgin Orbit Holdings 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, Calif., and are air-launched from a modified 747-400 carrier aircraft that allows the company to operate from locations all over the world in order to best serve each customer's needs. Virgin Orbit 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 its chief executive officer, Daniel M. Hart, 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, retained Davis Polk & Wardwell LLP, FTI Consulting, Inc., and Morris, Nichols, Arsht & Tunnell LLP as advisors. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Hogan Lovells US, LLP as bankruptcy counsel; Potter Anderson & Corroon, LLP as Delaware counsel; and Province, LLC as financial advisor. VIRGIN ORBIT: Committee Taps Province LLC as Financial Advisor -------------------------------------------------------------- The official committee of unsecured creditors of Virgin Orbit Holdings, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Province, LLC as financial advisor. The firm's services include: a. analyzing the Debtors' assets and liabilities, debtor-in-possession budget and overall financial condition; b. reviewing financial and operational information furnished by the Debtors; c. monitoring the sale process, reviewing bidding procedures, stalking horse bids, asset purchase agreements, interfacing with the Debtors' professionals, and advising the committee regarding the process; d. scrutinizing the economic terms of various agreements, including, but not limited to, the Debtors' KEIP and KERP and various professional retentions; e. analyzing the Debtors' proposed business plans and developing alternative scenarios, if necessary; f. assessing the Debtors' various pleadings and proposed treatment of unsecured creditor claims therefrom; g. preparing, or reviewing as applicable, avoidance action and claim analyses; h. assisting the committee in reviewing the Debtors' financial reports, including, but not limited to, statements of financial affairs, schedules of assets and liabilities, DIP budgets, and monthly operating reports; i. advising the committee on the current state of these chapter 11 cases; j. advising the committee in negotiations with the Debtors and third parties as necessary; k. if necessary, participating as a witness in hearings before the court with respect to matters upon which Province has provided advice; and l. other activities approved by the committee and its counsel and as agreed to by Province. Province will be paid at these rates: Managing Directors and Principals $860 to $1,350 per hour Vice Presidents/Directors/Senior Directors $580 to $950 per hour Analysts/Associates/Senior Associates $300 to $650 per hour Other/ParaProfessional $220 to $300 per hour Sanjuro Kietlinski, a principal at Province, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sanjuro Kietlinski Province, LLC 2360 Corporate Circle, Suite 340 Henderson, NV 89074 Phone: +1 (702) 685-5555 Email: skietlinski@provincefirm.com About Virgin Orbit Holdings 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, Calif., and are air-launched from a modified 747-400 carrier aircraft that allows the company to operate from locations all over the world in order to best serve each customer's needs. Virgin Orbit 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 its chief executive officer, Daniel M. Hart, 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, retained Davis Polk & Wardwell LLP, FTI Consulting, Inc., and Morris, Nichols, Arsht & Tunnell LLP as advisors. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Hogan Lovells US, LLP as bankruptcy counsel; Potter Anderson & Corroon, LLP as Delaware counsel; and Province, LLC as financial advisor. WATSON/ALTERNATIVE WEALTH: Files for Chapter 11, Faces Dismissal ---------------------------------------------------------------- Watson/Alternative Wealth Builders Inc. filed for chapter 11 protection without stating a reason. According to court filings, Watson/Alternative Wealth Builders estimates between $1 million and $10 million in debt owed to 1 to 49 creditors. The petition states that funds will not be available to unsecured creditors. The Court scheduled a preliminary status conference in the case for May 30, 2023. But no one appeared. Accordingly, the Court ordered the Debtor to file a response by June 2, 2023, on its order to show cause why the case should not be dismissed. A hearing on the matter will be held on June 6, 2023, at 11:00 a.m. About Watson/Alternative Wealth Builders Watson/Alternative Wealth Builders Inc. is a lessor of residential buildings and dwellings. Watson/Alternative Wealth sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-21640) on May 22, 2023. In the petition filed by Willie Watson, as president, the Debtor estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Christopher D. Jaime handles the case. The Debtor is represented by: George H. Jones, Esq. 8975 Beckington Dr Elk Grove, CA 95624 Tel: 888-675-2456 Email: georgej2034@gmail.com WESCO AIRCRAFT: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------- Forty-four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Wesco Aircraft Holdings, Inc. (Lead Case) 23-90611 2601 Meacham Blvd. Suite 400 Fort Worth, TX 76137 Pattonair USA, Inc. 23-90604 Adams Aviation Supply Company Ltd. 23-90666 Haas Group, LLC 23-90667 Pattonair (Derby) Limited 23-90668 Pattonair Europe Limited 23-90669 Pattonair Group Limited 23-90670 Pattonair Holdings Limited 23-90671 Pattonair Limited 23-90672 Quicksilver Midco Limited 23-90673 UNISEAL, Inc. 23-90674 Wesco 1 LLP 23-90675 Wesco 2 LLP 23-90676 Wesco Aircraft Hardware Corp. 23-90677 Wesco LLC 1 23-90678 Wesco LLC 2 23-90679 Wolverine Intermediate Holding Corporation 23-90680 Wolverine Intermediate Holding II Corporation 23-90681 Pioneer Finance Corporation 23-90682 Wolverine UK Holdco Limited 23-90683 Interfast USA Holdings Inc. 23-90684 NetMRO, LLC 23-90685 Pattonair Holding, Inc. 23-90686 Wesco Aircraft SF, LLC 23-90687 Wesco Aircraft Canada, LLC 23-90688 Haas TCM Industries LLC 23-90689 Haas Holdings, LLC 23-90690 Haas Group International, LLC 23-90691 Haas of Delaware LLC 23-90692 Haas Corporation of Canada 23-90693 Wesco Aircraft Canada Inc. 23-90694 Flintbrook Limited 23-90695 Haas Chemical Management of Mexico, Inc. 23-90696 Haas Corporation of China 23-90697 Haas Group Canada Inc. 23-90698 Haas Group International SCM Limited 23-90699 Haas International Corporation 23-90700 Haas TCM de Mexico, S. de R.L. de C.V. 23-90701 Haas TCM Group of the UK Limited 23-90702 Haas TCM of Israel Inc. 23-90703 Pioneer Holding Corporation 23-90704 Wesco Aircraft EMEA, Ltd. 23-90705 Wesco Aircraft Europe Limited 23-90706 Wesco Aircraft International Holdings Limited 23-90707 Business Description: The Debtors, together with their non-Debtor subsidiaries, are providers of supply chain management services in several industries and the largest independent distribution and supply chain services provider in the global civilian and military aerospace industry. In their distribution business, the Debtors offer aerospace hardware and parts, electronic products, chemicals, and tooling products, which they procure, track and provide to customers from service centers around the world. Chapter 11 Petition Date: June 1, 2023 Court: United States Bankruptcy Court Southern District of Texas Judge: Hon. Jones Debtors' General Bankruptcy Counsel: Dennis F. Dunne, Esq. Samuel A. Khalil, Esq. Benjamin M. Schak, Esq. MILBANK LLP 55 Hudson Yards New York, NY 10001 Tel: 1 (212) 530-5000 Email: DDunne@Milbank.com SKhalil@Milbank.com BSchak@Milbank.com Debtors' Local Bankruptcy Counsel: Charles A. Beckham, Jr., Esq. Kelli S. Norfleet, Esq. Martha Wyrick, Esq. HAYNES AND BOONE, LLP 1221 McKinney Street, Suite 4000 Houston, TX 77010 Tel: 1 (713) 547-2000 Email: Kelli.Norfleet@HaynesBoone.com Charles.Beckham@HaynesBoone.com Martha.Wyrick@HaynesBoone.com Debtors' Investment Banker and Financial Advisor: PJT PARTNERS, INC. Debtors' Financial Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC Debtors' Notice & Claims Agent: KURTZMAN CARSON CONSULTANTS LLC Debtors' Special Litigation Counsel: QUINN EMANUEL URQUHART & SULLIVAN, LLP Estimated Assets: $1 billion to $10 billion Estimated Liabilities: $1 billion to $10 billion The petitions were signed by Raymond Carney as chief financial officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SR2WJWQ/Wesco_Aircraft_Holdings_Inc__txsbke-23-90611__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. BOKF, NA 9.0% Notes Due $337,276,462 1600 Broadway 2026 3rd Floor Denver, CO 80202 United States Attn: George Kubin Title: Senior Vice President Phone: 303-864-7206 Email: gkubin@bokf.com 2. BOKF, NA 8.5% Notes Due $176,772,000 1600 Broadway 2024 3rd Floor Denver, CO 80202 United States Attn: George Kubin Title: Senior Vice President Phone: 303-864-7206 Email: gkubin@bokf.com 3. BOKF, NA 13.125% Notes $104,125,000 1600 Broadway Due 2027 3rd Floor Denver, CO 80202 United States Attn: George Kubin Title: Senior Vice President Phone: 303-864-7206 Email: gkubin@bokf.com 4. PPG Industries Trade Payable $11,120,694 1 PPG PL Pittsburgh, PA 15272 United States Attn: Vince Morales Title: Chief Financial Officer Phone: 412-434-2120 Email: vmorales@ppg.com 5. Gulfstream Aerospace Customer $8,715,875 500 Gulstream Rd Programs Savannah, GA 31408 United States ttn: Joshua Thompson Title: Chief Financial Officer Phone: 727-789-2629 Email: josh.thompson@gulfstream.com 6. Howmet Aerospace Trade Payable $8,331,997 201 Isabella St Suite 200 Pittsburgh, PA 15212 United States Attn: Michael Chantray Title: Chief Commercial Officer Phone: 410-708-8316 Email: michael.chanatry@arconic.com 7. Lisi Aerospace Trade Payable $7,572,415 2600 Skypark Dr. Torrance, CA 90509 United States Attn: Scott Wood Title: Chief Operating Officer Phone: 626-222-1575 Email: scott.wood@lisi-aerospace.com 8. PCC Aerostructures Trade Payable $6,736,281 6525 240th SE Bldg A Woodinville, WA 98072 United States Attn: Harold Finch Title: Vice President of Quality Phone: 316-371-3637 Email: hffinch@pccaero.com 9. Transdigm Group Trade Payable $5,753,553 301 East 9th St, Suite 3000 Cleveland, OH 44114 United States Attn: Lee Pavetti Title: Vice President of Finance Phone: 440-853-8247 Email: lpavetti@transdigm.com 10. Nasmyth Bulwell Trade Payable $5,621,610 Wharf Rd Ind Est Pinxton, NG16 GLE United Kingdom Attn: Emma West Title: Financial Controller Email: ewest@nasmythbulwell.com 11. McBraida PLC Trade Payable $5,489,537 Ridgeyate ENG Works Bath Road Bristol, BS30 5JW United Kingdom Attn: Simon Grynyer Title: Global Strategy Manager Email: simon.grynyer@mcbraida.com 12. Henkel Corporation Trade Payable $5,149,049 One Henkel Way Rocky Hill, CT 6067 United States Attn: Joseph DeBiase Title: Senior Vice President and General Manager Phone: 843-881-9664 Email: joseph.debiase@us.henkel.com 13. CAAP CO Trade Payable $4,200,127 152 Pepes Farm Rd Milford, CT 6460 United States ttn: Nick Fedele Title: Director, Production and Engineering Phone: 203-877-0375 Email: nick@caapco.com 14. Nicholsons Sealing Trade Payable $3,363,717 Technologies Ltd Amos Drive Annfield Plain Co. Durham, DH9 7YE United Kingdom Attn: Paul Wilson Title: Operations Director Phone: +44 1274 734238 Email: paul.wilson@nicholsons.co.uk 15. 3M Trade Payable $3,080,214 2501 Hudson Rd Maplewood, MN 55144 United States Attn: Kevin Rhodes Title: Executive Vice President & Chief Legal Affairs Officer Phone: 651-736-4868 Email: krhodes@3m.com 16. M J Sections Limited Trade Payable $3,045,639 130 Stourbridge Rd Belle Vale Ward West Midlands, B63 3UN United Kingdom ttn: Beth Barrie Title: Purchasing Officer Email: beth.barrie@mjsections.co.uk 17. Boeing Trade Payable $2,963,063 929 Long Bridge Dr Arlington, VA 22202 United States Attn: Michael Arthur Title: President, Boeing International Phone: 205-914-0093 Email: michael.arthur@boeing.com 18. Parker Hannifin Corp Trade Payable $2,778,981 6035 Parkland Blvd Cleveland, OH 44124 United States Attn: Andrew Ross Title: Chief Operating Officer Email: andrew.ross@parker.com 19. Ionix Systems Ltd. Trade Payable $2,690,367 Prospect House, Taylor Business Par Risley Warrington, WA3 6HP United Kingdom Attn: Gemma Barnett Title: Group Financial Controller Phone: +372-452-1780 Email: gemma.barnett@ionix-systems.com 20. Trelleborg Group Trade Payable $2,632,952 Johan Kocksgatan 10 231 Trelleborg, Sweden Attn: Fiona Guo Title: Financial Controller Phone: 714-905-5271 Email: fionaguo@trelleborg.com 21. UST Global, Inc. Trade Payable $2,593,587 20 Enterprise 4th Floor Aliso Viejo, CA 92656 United States Attn: Krishna Prasad Title: Chief Customer Officer Phone: 949-351-4752 Email: krishna.prasad@ust-global.com 22. Ellsworth Adhesives Trade Payable $2,459,582 W129 N10825 Washington Drive Germantown, WI 53022 United States Attn: Roger Lee Title: Global President Phone: 262-366-3775 Email: rlee@ellsworth.com 23. ITP Externals S.L.U. Trade Payable $2,362,718 Parque Tecnologico De Bizkaia SEDIF. 902 Derio, 48160 Spain Attn: Luis Alvarez Rubio Title: Chief Operating Officer Email: luis.rubio@itpaero.com 24. Quaker Houghton Trade Payable $2,348,015 One Quaker Park 901 E. Hector Street Conshohocken, PA 19238 United States ttn: Michael Barry Title: Chief Executive Officer Phone: 610-832-4000 Email: michael.barry@quakerhoughton.com 25. Hutchinson Aerospace Trade Payable $1,936,014 82 South St Hopkinton, MA 01748 United States Attn: Neil O'Hara Title: Senior Vice President Sales and Marketing Phone: 508-417-7000 Email: oharan@hutchinsonai.com 26. Avic International Holding Trade Payable $1,886,823 Corporation 18 Beichen East Road Chaoyang District Beijing, 100101 China Attn: Chen Zhao Title: HR Director Phone: 213-550-8774 Email: chenz@avic-intl.cn 27. Airgas Trade Payable $1,804,638 259 N Radnor Chester Rd #100 Radnor, PA 19087 United States Attn: Jay Worley Title: Chief Operating Officer Phone: 610-254-0422 Email: jworley@airgas.com 28. Fuchs Lubricants Trade Payable $1,794,207 17050 Lathrop Avenue Harvey, IL 60426 United States Attn: Keith Brewer Title: Chief Executive Officer Phone: 214-668-6757 Email: kbrewer@fuchs.com 29. A Poole & Son Limited Trade Payable $1,760,377 Hewell Rd Redditch, B97 6AY United Kingdom Attn: Emma Lupton Title: Manager Phone: +44 1527 63676 30. Noteholder Plaintiffs (1) Litigation Undetermined c/o Kobre and Kim LLP 800 Third Avenue New York, NY 10022 United States Attn: Zachary Rosenbaum Title: Counsel Phone: 212-488-1200 Email: zachary.rosenbaum@kobrekim.com (1) "Noteholder Plaintiffs," refer to those Parties who have asserted claims in a pending action (Supreme Court of the State of New York, County of New York October 28, 2022) WEST NOTTINGHAM: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: The West Nottingham Academy in Cecil County 1079 Firetower Road Colora MD 21917 Business Description: The Debtor is a college preparatory boarding and day school for grades 9-12 and postgraduates. West Nottingham offers a wide variety of athletic programs, competitive and non-competitive clubs, visual, and performing arts. Chapter 11 Petition Date: May 31, 2023 Court: United States Bankruptcy Court District of Maryland Case No.: 23-13830 Debtor's Counsel: Matthew Abbott, Esq. WOLFF & ORENSTEIN LLC 15245 Shady Grove Road Suite 465 - North Rockville, MD 20850-4231 Tel: 301-250-7232 Email: mabbott@wolawgroup.com Total Assets: $2,212,793 Total Liabilities: $7,238,821 The petition was signed by Jim Shone as trustee. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TLWP5WA/The_West_Nottingham_Academy_in__mdbke-23-13830__0001.0.pdf?mcid=tGE4TAMA WESTERN URANIUM: Board Adopts Shareholder Rights Plan ----------------------------------------------------- Western Uranium & Vanadium Corp. announced that its Board of Directors has adopted a shareholder rights plan agreement. While the Plan is effective immediately, its continuance is subject to Western obtaining shareholder approval at its annual general and special meeting to be held on June 29, 2023. The Plan was adopted to help ensure, to the extent possible, the fair treatment of shareholders in the event of any take-over bid, other acquisition of control, and/or "creeping" take-over bid for the Company without payment to all shareholders of an adequate control premium. A creeping takeover bid occurs where acquisition of a significant interest in the Company takes place through a number of share purchases over time. The Plan is very similar to rights plans adopted by other Canadian issuers, and it was not adopted in response to any specific proposal to acquire control of the Company. Western is not aware of any such proposal. The Plan has an initial term of three years provided it is ratified by shareholders of the Company at the AGM. It is contained in a shareholder rights plan agreement with Capital Transfer Agency ULC as rights agent that is attached to the management information circular prepared for the AGM. The Board of Western recommends the ratification of the Plan by Western shareholders at the AGM. Under the Plan, rights have been issued to holders of Western common shares at a rate of one Right for each common share, and one Right will be issued and attached to each subsequently issued common share of the Company. The issuance of the Rights will not change the manner in which shareholders trade their common shares and the Rights will automatically attach to the common shares with no further action by shareholders being required. The Rights issued under the Plan are exercisable only if an acquirer (together with certain related parties) becomes beneficial owner of 20% or more of the common shares of the Company without complying with the permitted bid provisions of the Plan. If the Plan is not approved by shareholders at the AGM, the Plan and all Rights issued thereunder will then terminate. About Western Uranium & Vanadium Western Uranium & Vanadium Corp. is engaged in the business of exploring, developing, mining and production from its uranium and vanadium resource properties. Western Uranium reported a net loss of $713,767 for the year ended Dec. 31, 2022, compared to a net loss of $2.07 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $33.20 million in total assets, $3.94 million in total liabilities, and $29.26 million in total shareholders' equity. Mississauga, Canada-based MNP LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has incurred continuing losses and negative cash flows from operations and is dependent upon future sources of equity or debt financing in order to fund its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. WISCONSIN REINSURANCE: Regulators File Petition for Rehabilitation ------------------------------------------------------------------ The Wisconsin Office of the Commissioner of Insurance filed in the Dane County (WI) Circuit Court a petition of rehabilitation with respect to Wisconsin Reinsurance Corporation and its subsidiary, 1st Auto & Casualty Insurance Company. WRC and 1st Auto are Wisconsin domiciled stock property and casualty insurance companies, with their main administrative office at 2810 City View Drive, Madison, Wisconsin 53718. The Dane County Circuit Court has scheduled a hearing, if necessary, on the petition on June 28, 2023, at 10:00 a.m., 7th Floor, Courtroom 7D - Branch 15, 215 South Hamilton Street, Madison, Wisconsin 53703-3285. A copy of the petition and other filings, frequently asked questions, and current information on the rehabilitation of WRC and 1st Auto can be found on OCI's website at https://oci.wi.gov/Pages/Companies/WRC-and-1st-Auto-Rehabilitation.aspx. The OCI Petition for rehabilitation only after all other alternatives were throughly explored. The Petition asks the Court to appoint Wisconsin Commissioner of Insurance, Nathan Houdek, and his successors in the Office, as Rehabilitator of WRC and 1st Auto, and Justine Schrader of Noble Consulting as Special Deputy Commissioner, for the purpose of overseeing the rehabilitation process. Wisconsin Reinsurance Corporation -- https://www.thewrcgroup.com/ -- provides reinsurance, insurance products and related services to strengthen the insurance industry. [^] BOOK REVIEW: Oil Business in Latin America: The Early Years --------------------------------------------------------------- Author: John D. Wirth Ed. Publisher: Beard Books Softcover: 282 pages List price: $34.95 Review by Gail Owens Hoelscher Buy a copy for yourself and one for a colleague on-line at http://is.gd/DvFouR This book grew out of a 1981 meeting of the American Historical Society. It highlights the origin and evolution of the state-owned petroleum companies in Argentina, Mexico, Brazil, and Venezuela. Argentina was the first country ever to nationalize its petroleum industry, and soon it was the norm worldwide, with the notable exception of the United States. John Wirth calls this phenomenon "perhaps in our century the oldest and most celebrated of confrontations between powerful private entities and the state." The book consists of five case studies and a conclusion, as follows: * Jersey Standard and the Politics of Latin American Oil Production, 1911-30 (Jonathan C. Brown) * YPF: The Formative Years of Latin America's Pioneer State Oil Company, 1922-39 (Carl E. Solberg) * Setting the Brazilian Agenda, 1936-39 (John Wirth) * Pemex: The Trajectory of National Oil Policy (Esperanza Duran) * The Politics of Energy in Venezuela (Edwin Lieuwen) * The State Companies: A Public Policy Perspective (Alfred H. Saulniers) The authors assess the conditions at the time they were writing, and relate them back to the critical formative years for each of the companies under review. They also examine the four interconnecting roles of a state-run oil industry and distinguish them from those of a private company. First, is the entrepreneurial role of control, management, and exploitation of a nation's oil resources. Second, is production for the private industrial sector at attractive prices. Third, is the integration of plans for military, financial, and development programs into the overall industrial policy planning process. Finally, in some countries is the promotion of social development by subsidizing energy for consumers and by promoting the government's ideas of social and labor policy and labor relations. The author's approach is "conceptual and policy oriented rather than narrative," but they provide a fascinating look at the politics and development of the region. Mr. Brown provides a concise history of the early years of the Standard Oil group and the effects of its 1911 dissolution on its Latin American operations, as well as power struggles with competitors and governments that eventually nationalized most of its activities. Mr. Solberg covers the many years of internal conflict over oil policy in Argentina and YPF's lack of monopoly control over all sectors of the oil industry. Mr. Wirth describes the politics and individuals behind the privatization of Brazil's oil industry leading to the creation of Petrobras in 1953. Mr. Duran notes the wrangling between provinces and central government in the evolution of Pemex, and in other Latin American countries. Mr. Lieuwin discusses the mixed blessing that oil has proven for Venezuela, creating a lopsided economy dependent on the ups and downs of international markets. Mr. Saunders concludes that many of the then-current problems of the state oil companies were rooted in their early and checkered histories." Indeed, he says, "the problems of the past have endured not because the public petroleum companies behaved like the public enterprises they are; they have endured because governments, as public owners, have abdicated their responsibilities to the companies." John D. Wirth was Gildred Professor of Latin American Studies at Stanford University. He died in June 2002 in Toronto. ********* 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 ***