/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230613.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, June 13, 2023, Vol. 27, No. 163 Headlines 14 EAST WASHINGTON: Seeks $2.5MM DIP Loan from Embassy Mortgage 1716 R STREET: Amends FVC Bank & WCP Fund Secured Claims Pay 303 CONSTRUCTION: Business Revenue to Fund Plan Payments 540 WILLOUGHBY: Seeks to Hire Rosenberg Musso & Weiner as Counsel 5752 NW: U.S. Trustee Unable to Appoint Committee AB INTERNATIONAL: Tamara Miles Ogier Named Subchapter V Trustee ACCAM1 INC: Seeks Approval to Hire Martin Law Firm as Attorney ADJ PROPERTIES: Amends Huntington National Secured Claim AEARO TECH: Court Grants Motion to Dismiss Bankruptcy Filing AEQUOR MGT: Seeks $1.5MM DIP Loan from ITX AEROFARMS INC: Court OKs $10MM DIP Loan, Cash Collateral AGILE THERAPEUTICS: Receives 180-Day Extension From Nasdaq AINS NASHVILLE: Seeks Cash Collateral Access Thru Aug 15 AL NGPL HOLDINGS: S&P Affirms 'B+' ICR, Outlook Stable ALLERGY & ASTHMA: Unsecureds Will Get 1% of Claims over 5 Years ALVOGEN PHARMA: $831.3M Bank Debt Trades at 23% Discount ALVOGEN PHARMA: S&P Places 'B-' ICR on CreditWatch Negative ANN ARBOR SAND: Case Summary & Five Unsecured Creditors ASP LS ACQUISITION: $1.38B Bank Debt Trades at 19% Discount ATLAS LITHIUM: Faces Suit Over Securities Laws Violation BADGER FINANCE: $268M Bank Debt Trades at 23% Discount BANDED HORN: Wins Cash Collateral Access on Final Basis BARE ARMS: Court OKs Interim Cash Collateral Access BATSU ENTERPRISES: Frances Smith Named Subchapter V Trustee BENEFYTT TECHNOLOGIES: U.S. Trustee Appoints Creditors' Committee BIOLASE INC: To Distribute Series I Pref. Stock to Shareholders CARDINAL PARENT: S&P Lowers ICR to 'CCC+' on Negative Cash Flow CARESTREAM HEALTH: $540M Bank Debt Trades at 26% Discount CENTER FOR AUTISM: Case Summary & 30 Largest Unsecured Creditors CHARLES LAU: Court OKs Cash Collateral Access Thru July 11 CHARLES LAU: Seeks Approval to Hire LME Accounting LLC CHARLES LAU: William Wallo Named Subchapter V Trustee CITRIN COOPERMAN: $147M Bank Debt Trades at 20% Discount CITRUS GROVE: S&P Cuts 2014A Housing Revenue Bond Rating to 'BB' COMPASS MINERALS: S&P Alters Outlook to Stable, Affirms 'BB-' ICR CROSS COUNTRY HEALTHCARE: $175M Bank Debt Trades at 19% Discount DELPHI BEHAVIORAL: Brightwood Ups DIP Loan, Extends Maturity Date DEYO ENTERPRISES: Court OKs Final Cash Collateral Access DIOCESE OF ROCHESTER: Dowd, Sweeney Advise 3 Abuse Claimants DIOCESE OF ROCHESTER: Lipsitz Green Advises 7 Abuse Claimants EQM MIDSTREAM: Fitch Puts 'BB' LongTerm IDR on Watch Positive ERNIE'S AUTO: Amends Unsecured Claims Pay Details ESOURCE RESOURCES: Dennis Perrey Named Subchapter V Trustee GABY INC: Won't Proceed with Proposed HempFusion Transaction GLOBAL FOOD: EUR245M Bank Debt Trades at 16% Discount GRACE YOUTH: Seeks to Hire Keller Williams Realty as Broker GREEN PROPERTY: Taps Gus Michael Farinella as Bankruptcy Counsel GULF COAST: Unsecureds to Split $10K In Liquidating Plan H-FOOD HOLDINGS: $1.15B Bank Debt Trades at 15% Discount HIGHWATER GROUP: Lender Seeks to Terminate Cash Collateral Access INITALY LLC: Dennis Perrey Named Subchapter V Trustee INNOVATIVE CONCEPTS: Gets OK to Hire Ellett Law Offices as Counsel INSTANT BRANDS: Case Summary & 30 Largest Unsecured Creditors INSTANT BRANDS: Files Voluntary Chapter 11 Bankruptcy Petition INTERNAP HOLDING: Files Amended Plan; Confirmation Hearing July 17 INTERNAP HOLDING: Taps Deloitte Tax as Tax Services Provider IRONWOOD FINANCIAL: Has Cash Collateral Access on Final Basis IVANTI SOFTWARE: $1.75B Bank Debt Trades at 15% Discount KALERA INC: Committee Taps Dykema Gossett as Legal Counsel KEN FARRINGTON: Seeks to Hire Latham Luna Eden as Legal Counsel KNS MIDCO CORP: $557M Bank Debt Trades at 17% Discount LADDER CAPITAL: Fitch Affirms LongTerm IDRs at BB+, Outlook Stable LG TRUCKING: Case Summary & Eight Unsecured Creditors LTI HOLDINGS: $315M Bank Debt Trades at 15% Discount LUCKY BUCKS: Files Voluntary Chapter 11 Bankruptcy Petition MAGENTA BUYER: $3.18B Bank Debt Trades at 23% Discount MAGENTA BUYER: $750M Bank Debt Trades at 30% Discount MAGNA REAL ESTATE: Case Summary & Two Unsecured Creditors MATT HUTCHENS: Amends Classes 1 & 2 Secured Claims Pay Details MDWERKS INC: Buys Assets From ATE for $88K MEDICAL CENTER PHARMACY: Wins Final Cash Collateral Access MIRAGE RESTAURANT: Seeks to Hire Golan Christie as Legal Counsel MLCJR LLC: Case Summary & 30 Largest Unsecured Creditors MOUNTAINEER MERGER: $200M Bank Debt Trades at 18% Discount N.F. INTERNATIONAL: Tamara Miles Ogier Named Subchapter V Trustee NATIONAL CINEMEDIA: Committee Taps White & Case as Legal Counsel NEW MILLENNIUM MEDICAL: Jennifer Schank Named Subchapter V Trustee NOB HILL INN: Case Summary & Eight Unsecured Creditors NOVUSON SURGICAL: Court OKs Interim Cash Collateral Access NUTRIBAND INC: Incurs $1 Million Net Loss in First Quarter OECONNECTION LLC: $90M Bank Debt Trades at 17% Discount OREGON CLEAN ENERGY: S&P Affirms 'B+' Rating on Sr. Secured Debt PACKERS HOLDINGS: $1.24B Bank Debt Trades at 40% Discount PARK RIVER: Fitch Lowers LongTerm IDR to 'B-', Outlook Stable PEACE EQUIPMENT: Sylvia Mayer Named Subchapter V Trustee PHASE ONE SERVICES: Unsecureds Will Get 10% of Claims over 5 Years PHOENIX BUILDING: Court OKs Cash Collateral Access Thru July 19 PILL CLUB PHARMACY: Comm. Taps GlassRatner as Financial Advisor PILL CLUB PHARMACY: Committee Taps Akerman LLP as Legal Counsel PILL CLUB PHARMACY: Committee Taps Buchalter APC as Co-Counsel PLASTIQ INC: U.S. Trustee Appoints Creditors' Committee PLUMBING TECHNOLOGIES: Case Summary & Nine Unsecured Creditors PLUTO ACQUISITION: $873M Bank Debt Trades at 16% Discount PROFESSIONAL CHARTER: Court OKs Interim Cash Collateral Access PURIFYING SYSTEMS: May Use Cash Collateral Thru Aug 8 R&G DEVELOPMENT: Financing or Sale Proceeds to Fund Plan Payments RANGE PARENT: S&P Upgrades ICR to 'CCC' on Distressed Exchange RE-CONNECT: Court OKs Interim Cash Collateral Access RESOURCE TRAINING: Charles Persing Named Subchapter V Trustee RHP HOTEL: Fitch Affirms LongTerm IDRs at 'BB-', Outlook Stable RICH'S DELICATESSEN: Court OKs Cash Collateral Access Thru July 12 RICH'S FOOD: Court OKs Cash Collateral Access Thru July 12 ROCK RIDGE: July 13 Plan Confirmation Hearing Set RODA LLC: July 12 Bid Deadline Set for Ice-Skating Complex ROOSEVELT INN: Court Enters Stipulated & Final Judgment SEMILEDS CORP: Extends Notes Maturity to May 2024 SIO2 MEDICAL: Reaches Agreement with Committee, Oaktree & Athos SKINNY & CO: Court OKs Cash Collateral Access Thru July 15 SNINFOTECH CORP: Wins Final Cash Collateral Access SNOW MASS PROPERTY: Seeks to Hire Martin Law Firm as Attorney SORRENTO THERAPEUTICS: Equity Committee Taps Glenn Agre as Counsel STEVE'S LAWNMOWER: Seeks to Hire Fuchs Law Office as Counsel SUGAR CREEK: Case Summary & 20 Largest Unsecured Creditors TEAM HEALTH: $1.59B Bank Debt Trades at 33% Discount TERRA MANAGEMENT: Seeks to Hire Colliers as Real Estate Broker TEXARKANA ARKANSAS HOSPITALITY: Seeks Cash Collateral Access TIMBER PHARMACEUTICALS: FDA Grants CARC Waiver for TMB-001 TOP SPORTS: Unsecureds Will Get 100% of Claims over 3 Years UNIFIED LIFE: A.M. Best Affirms B(Fair) Financial Strength Rating UNIVERSITY OF HARTFORD: S&P Lowers N/P Bonds Rating to 'BB+' US TELEPACIFIC: $655M Bank Debt Trades at 64% Discount VILLAGE AT GERMANTOWN: Fitch Lowers Rating on 2014 Bonds to 'BB+' VIRGIN PULSE: $185M Bank Debt Trades at 16% Discount VISTAGEN THERAPEUTICS: Implements 1-for-30 Reverse Stock Split VISTRA CORP: Fitch Affirms LongTerm IDR at 'BB', Outlook Stable WORCESTER COUNTRY: Property Sale Proceeds to Fund Plan YC RIVERGOLD: Seeks to Hire Step Two Law as Bankruptcy Counsel ZAYO GROUP: $750M Bank Debt Trades at 19% Discount [*] Michael Gomez Appointed as Lawyer Rep to 9th Cir. Conference [^] Large Companies with Insolvent Balance Sheet ********* 14 EAST WASHINGTON: Seeks $2.5MM DIP Loan from Embassy Mortgage --------------------------------------------------------------- 14 East Washington, LLC asks the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, for authority to use cash collateral and obtain post-petition secured financing from Embassy Mortgage Corp. The proposed DIP Loan will be available to enable the Debtor to complete the repair and improvement of the property located at 14 East Washington Street, Orlando FL, 32801. The DIP Lender will fund to the Debtor a maximum $2.5 million under a revolving line-of-credit. The Debtor does not anticipate needing the full amount for stabilization of the property, but seeks authority in the event more capital is needed. The maturity date will be 36 months from the origination date of the DIP Loan. 14 East Washington, LP is the alleged holder of the first mortgage lien on the Property. Washington LP has an alleged secured claim in the amount of $5.9 million, as represented in its proof of claim; however, the Debtor has objected to the claim and contends Washington LP is owed nothing. Lexus Creek Investments, LLC is the holder of the second mortgage on the Property in the alleged amount of $4.5 million as stated in Lexus Creek's proof of claim. The Debtor contends the secured creditors' security interests in the Property are adequately protected given the significant equity cushion in the Property and by the substantial increase in the value of the Property upon the funding of the DIP Loan facilitating the repair and improvement of the Property. Although most of the Property is in rentable condition, repairs and improvements are needed in order to maximize the available space for rent and to meet the demand in Downtown Orlando for prime commercial office space. The Debtor made multiple requests to its prior lender, Lancewood Capital, LLC, for the release of escrow funds needed to repair and improve the Property. Lancewood's refusal to release the escrow funds in a timely manner has only exacerbated the Debtor's need for financing to fund repairs and improvements to the Property. The most recent request to Lancewood was made on January 17, 2023. In response, Lancewood represented that it sold the disputed escrow funds to 14 East Washington, LP, who has also not released the disputed escrow funds to the Debtor. The Debtor does not believe it is necessary to provide the Secured Creditors with additional adequate protection as a result of the DIP Lender's priming lien because of the significant equity cushion in the case. Each of the Secured Creditors will be adequately protected by the significant increase in the value of the Property upon the completion of the repairs and improvements to the Property. In addition, Washington LP's claim is disputed, and the Debtor believes the claim will ultimately be disallowed. In any event, the Debtor will be working with both of the Secured Creditors on resolving any disputes over the proposed financing. A hearing on the matter is set for June 28, 2023 at 10:30 a.m. A copy of the motion is available at https://urlcurt.com/u?l=r6kbQe from PacerMonitor.com. About 14 East Washington 14 East Washington, LLC owns in fee simple title an office-mid-rise-commercial building located at 14 East Washington St., Orlando, Fla., valued at $10.5 million. 14 East Washington sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-03988) on Nov. 5, 2022, with $10,803,120 in total assets and $7,721,700 in total liabilities. Antonio Luiz Romano, manager, signed the petition. Judge Lori V. Vaughan oversees the case. The Debtor tapped Nardella & Nardella, PLLC as bankruptcy counsel; Commenda Real Estate, LLC as financial advisor; and Walsh Banks, PLLC, doing business as Walsh Banks Law, as special counsel. 1716 R STREET: Amends FVC Bank & WCP Fund Secured Claims Pay ------------------------------------------------------------ 1605 17th Street Flats LLC and 1601 17th Place Flats LLC, affiliates of 1716 R Street Flats LLC, submitted a Disclosure Statement with respect to Third Amended Joint Plan of Liquidation dated June 6, 2023. The Plan proposes the sale of the 1601 Property pursuant to the Contract, subject to higher and better bids. Unless higher and better bids are received, the sales proceeds will not exceed the first lien of FVCBank, and administrative and general unsecured creditors will receive a distribution of $7,000 (the "1601 Reserve"). The Plan proposes to sell the 1605 Property to WCP in exchange for a $5,250 reserve plus $250 for U.S. Trustee fees (the "1605 WCP Reserve"). Class 1A consists of the Allowed Secured Claim of FVC Bank against 1601 17th Place Flats LLC in the amount of $822,316.31. Upon the closing of the 1601 Sale, in full and complete satisfaction of its Allowed Secured Claim, FVC Bank shall be paid all amounts paid to the Debtor at closing, net of the following: (a) certain costs of sale, including any realtor's commission not to exceed 4% (i.e., $31,200 assuming a 1601 Sale price of $780,000), title and settlement charges not to exceed $1,000, and U.S. Trustee fees owed upon disbursement of the 1601 Sale proceeds (i.e., U.S. Trustee fees not to exceed $4,875 assuming a 1601 Sale price of more than $300,000.00 and less than $2,000,000) (except in the event of a FVC Bank credit bid); and (b) the 1601 Reserve, up to the amount of its Allowed Secured Claim. The Debtor will pay any real property taxes and water, sewer, or other utility charges associated with the 1601 Property in the ordinary course (including from cash collateral) and such amounts will not be paid from the 1601 Sale proceeds. For avoidance of doubt, FVC Bank shall be paid not less than $735,925 at closing (i.e., $780,000 less a commission of $31,200, title and settlement charges of not more than $1,000, U.S. Trustee fees of $4,875 and the 1601 reserve in the amount of $7,000). Further, on the Distribution Date, 1601 17th Place Flats LLC will pay all of its remaining cash (not including the 1601 Reserve) to FVC Bank. FVC Bank shall retain its Liens pending payment of its Allowed Class 1A Claim. The Class 1A Claim is an impaired claim. The Holder of the Allowed Class 1A Claim is entitled to vote to accept or reject the Plan. Class 1B consists of the Secured Claim of WCP Fund I, LLC against 1601 17th Place Flats LLC. Upon the closing of the 1601 Sale, in full and complete satisfaction of its Allowed Secured Claim, the Allowed Secured Claim of WCP Fund I LLC shall be paid all amounts paid to due from the Debtor at closing, net of the following: (a) certain costs of sale, including any realtor's commissions not to exceed 4%, title and settlement charges capped at $1,000, and U.S. Trustee fees owed upon disbursement of the 1601 Sale proceeds;, (b) the 1601 Reserve;, and (c) payment to the Class 1A Claims, up to the amount of its Allowed Secured Claim. The Class 1B Claim is an impaired claim. The Holder of the Allowed Class 1B Claim is entitled to vote to accept or reject the Plan. To generate sufficient funds to assist in consummating this Plan, 1601 17th Place Flats LLC will sell the 1601 Property to Buyer within 60 days of the Confirmation Date free and clear of liens (the "1601 Sale") pursuant to the contract attached to the Plan or any contract setting forth a higher and better bid. The 1601 Sale price will be not less than 780,000.00. The sale will be subject to higher bids, including the right of FVC Bank to credit bid, provided that FVC Bank agrees to pay the following: (a) certain costs of sale, including U.S. Trustee fees owed for disbursement of the 1601 Sale proceeds but excluding any realtor's commission, and (b) the 1601 Reserve. Any bids must be received within 10 days after the Confirmation Date, and provide for at least $785,000.00 in consideration, and provide at least a non-refundable $15,000 deposit (except a deposit shall be waived as to FVC Bank if FVC Bank elects to credit bid). In the event a higher and better bid is received, bidding will proceed in $5,000 increments at an auction on commercially reasonable terms acceptable to the FVC Bank in its reasonable discretion to be conducted within 30 days of the Confirmation Date. The Confirmation Order will authorize the sale to Buyer. For avoidance of doubt, the tenants of the 1601 Property have no rights under the Tenant Opportunity Act because the 1601 Sale is through a Chapter 11 bankruptcy process and plan. If the closing on the 1601 Sale does not occur for any reason on or before seventy (75) days after the Confirmation Date, FVC Bank shall be entitled to immediately exercise its rights and remedies under its loan documents and applicable law with respect to the 1601 Property including, but not limited to, foreclosing on the 1601 Property, without (a) further notice or order of this Court and (b) regard to any to any injunction, decree or stay, automatic or otherwise, in this or any subsequent bankruptcy case. A full-text copy of the Disclosure Statement dated June 6, 2023 is available at https://urlcurt.com/u?l=dZk0M3 from PacerMonitor.com at no charge. Counsel for the Debtors: Janet M. Nesse, Esq. Justin P. Fasano, Esq. McNamee Hosea, P.A. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Phone: 301-441-2420 Email: jnesse@mhlawyers.com jfasano@mhlawyers.com About 1716 R Street Flats 1716 R Street Flats, LLC and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.D.C. Lead Case No. 23-00017) on Jan. 16, 2023. In the petition signed by Richard Cunningham, managing member, 1716 R Street Flats disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Elizabeth L. Gunn oversees the cases. McNamee Hosea, PA, represents the Debtor as legal counsel. 303 CONSTRUCTION: Business Revenue to Fund Plan Payments -------------------------------------------------------- 303 Construction Services, LLC, filed with the U.S. Bankruptcy Court for the District of Colorado a Plan of Reorganization under Subchapter V dated June 6, 2023. The Debtor is a Colorado limited liability company formed in 2018 by Bryan Moore that provides construction services for residential and commercial projects, including home improvement and tenant finishes. In 2022, Renee Sweet and Jeff Buske ("Litigation Creditors") filed a lawsuit against the Debtor, among other, as a result of issues related to a construction project on their property for which the Debtor was acting as a disbursing agent but was not providing construction services. As a result of improper legal advice, no answer was filed to the lawsuit by the Debtor, and the Litigation Creditors received a default judgment against the Debtor in an amount more than six times higher than the funds held by the Debtor. After entry of the default judgment, the Litigation Creditors proceeding with collection efforts and issued a writ of garnishment to the Debtor's bank, resulting in over $150,000 being removed from the Debtor's account, impairing the Debtor's ongoing operations and placing the Debtor's cash flow in jeopardy. To date, the Debtor is still attempting to locate the funds that were garnished from the account. As a result of the ongoing financial difficulties experienced by the Debtor, the Debtor filed its voluntary petition for relief under Chapter 11 on March 8, 2023 in order to restructure its operations and continue as a going concern. Class 2 consists of those unsecured creditors of the Debtor who hold Allowed Claims that were either scheduled by the Debtor as undisputed, or subject to timely filed proofs of claim to which the Debtor does not successfully object. Class 2 claimants shall receive payment of their Allowed Claims as follows: * Class 2 shall receive a pro-rata distribution equal to 1) 50% of the Debtor's Net Cash Flow less amounts necessary to pay administrative expense or priority claims until the earlier of the date on which unsecured creditors are paid in full or the five-year anniversary of the Effective Date of the Plan. * Commencing on the first month following the Effective Date of the Plan, the Debtor shall, at the conclusion of each month, set aside in a segregated account an amount equal to 50% of the prior months Net Cash Flow. * Based on the Debtor's projections, the Debtor estimates Class 2 Creditors will be paid in full in the third year following the Effective Date of the Plan if the claim of the Litigation Creditors is disallowed, or will be paid in full in the fifth year following the Effective Date of the Plan if the claim of the Litigation Creditors are deemed allowed. Upon request by any party in interest, the Debtor shall provide a quarterly financial statement, including amounts disbursed to creditors in accordance with the Plan. * In addition to the amounts set forth, unsecured creditors shall receive 50% of the amounts recovered for claims arising under Chapter 5 after payment of attorney fees, cost of litigation, and cost of recovery. Class 3 includes Interests in the Debtor held by the pre confirmation interest holders. Class 3 is unimpaired by this Plan. On the Effective Date of the Plan, Class 3 shall retain its Interests in the Debtor. As evidenced by the projections, the Debtor anticipates that its income will be positive each year of the Plan, and will generate sufficient revenue to meet its obligations under the Plan. The Debtor has used its best efforts to prepare accurate projections, and has based its anticipated future revenue based on its prior years’ performance. The Debtor's actual income will fluctuate based on actual sales and changes in the market. The Debtor has based payments to Class 2 Unsecured Creditors on Net Cashflow, which amount represents the Debtor's revenue on a project after payment of material suppliers and subcontractors, which will ensure the feasibility of the Plan. As the Debtor's revenue fluctuates, the amount set aside for creditors will fluctuate as well, but the Debtor will not be overburdened with fixed debt payments. The Debtor anticipates that the Debtor's revenue will increase back to pre-petition amounts and, as the Debtor emerges from bankruptcy and continues to operate under a confirmed Plan, the Debtor's revenue is anticipated to increase significantly throughout the Plan Term. A full-text copy of the Plan of Reorganization dated June 6, 2023 is available at https://urlcurt.com/u?l=Ndx6uk from PacerMonitor.com at no charge. Attorneys for Debtor: Keri L. Riley, Esq. Kutner Brinen Dickey Riley, P.C. 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Telephone: (303) 832-2400 Email: klr@kutnerlaw.com About 303 Construction Services 303 Construction Services is a Colorado limited liability company formed in 2018 by Bryan Moore that provides construction services for residential and commercial projects. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-10213) on March 8, 2023, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Joli A. Lofstedt has been appointed as Subchapter V trustee. Judge Michael E. Romero oversees the case. Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, P.C. is the Debtor's legal counsel. 540 WILLOUGHBY: Seeks to Hire Rosenberg Musso & Weiner as Counsel ----------------------------------------------------------------- 540 Willoughby Avenue, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Rosenberg Musso & Weiner, LLP to handle its Chapter 11 case. The hourly rates charged by the firm's attorneys and paralegals are as follows: Partners $700 per hour Associates $600 per hour Bruce Weiner, Esq., at Rosenberg disclosed in a court filing that his firm does not represent any of the Debtor's creditors. The firm can be reached at: Bruce Weiner, Esq. Rosenberg Musso & Weiner, LLP 123 Church Avenue Brooklyn, NY 11218 Tel: 718-855-6840 Fax: 718-625-1966 Email: courts@nybankruptcy.net About 540 Willoughby Avenue 540 Willoughby Avenue, LLC, a company in Brooklyn, N.Y., filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41814) on May 23, 2023, with total assets of $895,000 and total liabilities of $1,198,000. Rahim Siunykalimi, president and owner, signed the petition. Judge Elizabeth S. Stong oversees the case. Bruce Weiner, Esq., at Rosenberg Musso & Weiner, LLP is the Debtor's legal counsel. 5752 NW: U.S. Trustee Unable to Appoint Committee ------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of 5752 NW 1st Avenue, LLC, according to court dockets. About 5752 NW 1st Avenue 5752 NW 1st Avenue, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-13586) on May 7, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Robert A. Mark oversees the case. Joel M. Aresty, PA is the Debtor's legal counsel. AB INTERNATIONAL: Tamara Miles Ogier Named Subchapter V Trustee --------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Tamara Miles Ogier, Esq., at Ogier, Rothschild & Rosenfeld, PC, as Subchapter V trustee for AB International, LLC. Ms. Ogier will be paid an hourly fee of $450 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Ogier declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Tamara Miles Ogier, Esq. Ogier, Rothschild & Rosenfeld, PC P.O. Box 1547 Decatur, GA 30031 Phone: (404) 525-4000 Fax: (678) 381-1175 Email: tmo@orratl.com About AB International AB International, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-54964) on May 29, 2023. In the petition signed by its chief executive officer, Amit F. Bijani, the Debtor disclosed $1,200 in assets and $1.9 million in liabilities. Milton Jones, Esq., a practicing attorney in Lovejoy, Ga., is the Debtor's bankruptcy counsel. ACCAM1 INC: Seeks Approval to Hire Martin Law Firm as Attorney -------------------------------------------------------------- Accam1, Inc., seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Jonathan Bierfeld, Esq., and Benjamin G. Martin, Esq., of the Martin Law Firm, P.L. as its attorneys. The firm's services include: a. preparation and filing of schedules, statement of financial affairs and statement of executory contracts or amendments thereto. b. representation of the debtor-in-possession at all meetings of creditors, hearings, pretrial conferences, and trials in this case or any litigation arising in connection with the case. c. preparation, filing, and presentation to the court of any pleading requesting relief. d. preparation, filing, and presentation to the court of any disclosure statement, and plan of reorganization under Chapter 11 of the Bankruptcy Code. e. review of claims made by creditors and interested parties, including preparation and prosecution of any objections to claims as appropriate; f. preparation and presentation of a final accounting and motion for final decree closing this case; and g. performance of all other legal services. The firm will be paid at these hourly rates: Benjamin G. Martin $375 Jonathan Bierfeld $345 As disclosed in court filings, Martin Law and its attorneys do not have any connection representing an adverse interest to the trustee and the Debtors or their estates. The firm can be reached through: Jonathan Bierfeld, Esq. Benjamin G. Martin, Esq. Martin Law Firm, P.L. 3701 Del Prado Blvd. Cape Coral, FL 33904 Phone: (239) 443-1094 Email: jonathan.bierfeld@martinlawfirm.com skipmartin@verizon.net About Accam1 Inc. Accam1, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00574) on May 23, 2023. In the petition signed by Al Mueller, president, the Debtor disclosed up to $10 million in both assets and liabilities. Jonathan Bierfeld, Esq., at Martin Law Firm, represents the Debtor as legal counsel. ADJ PROPERTIES: Amends Huntington National Secured Claim -------------------------------------------------------- ADJ Properties, LLC and ALJ Properties, LLC, submitted a Second Amended Combined Liquidating Plan and Disclosure Statement dated June 8, 2023. The Plan provides for liquidation of the Debtors and for the creation of 2 groups and 6 classes of claims. Class IV shall consist of the allowed secured claim of The Huntington National Bank against the Debtors. On the Petition Date, Huntington held a claim in the amount of $3,624,895.23. Huntington's secured claim arises out of cross-collateralized and cross-defaulted loans between Huntington and the Debtors and Vintage Food Services, Inc. The secured claims of Huntington are junior to the secured claims of Macomb County and the City of Fraser. Based on the post-petition marketing and offers that have been received by the Debtors, the highest fair market value of the Real Estate securing the Huntington secured claims is $2,850,000.00. The Huntington claims secured by the Real Estate are junior to the real estate tax claims of Macomb County and the City of Fraser. Following a sale of the Real Estate and the operating assets of Vintage, Huntington is expected to have an unsecured deficiency claim in excess of $500,000.00. Class VI shall consist of the claims of the Debtors' insider, Anthony Jekielek, including any unsecured claim he may have and any claim he may have for his equity interests. The Class VI claim shall receive no distribution under this Plan. The Debtors shall continue to exist as Michigan limited liability companies for the limited purposes of completing the obligations under this Plan. Payments to be made pursuant to this Plan shall be from funds derived from the proceeds of the liquidation of the Debtors' assets. The Debtors will not make any payments or incur any debts out of the ordinary course of business unless the debts and the payments comply with the terms and conditions of the Plan. As provided in the Plan, the Debtors shall have the right to prepay any payments scheduled under the Plan. Like in the prior iteration of the Plan, Debtors do not anticipate that there will be funds available for a distribution to the Class V general Unsecured Claims. The Debtors have received three offers to purchase the Real Estate along with the business operations and operating assets of Vintage. An offer of $1,800,000.00 paid at closing and an offer of $4,000,000.00 paid over 36 months have been presented. HRG Capital made an offer for $3,500,000.00 to be paid at closing (the "HRG Offer"). The HRG Offer has been accepted as the highest and best offer. The Debtors' principal has been marketing the Real Estate and Vintage operations for approximately 18 months and has not received a higher or better viable offer than the HRG Offer. The Debtors anticipate filing a motion for approval of a private sale based on the HRG Offer. The proceeds from the sale of the Real Estate and the Vintage operations will fund the payments required under the Plan. A full-text copy of the Second Amended Combined Plan and Disclosure Statement dated June 8, 2023 is available at https://urlcurt.com/u?l=rfWWAK from PacerMonitor.com at no charge. Attorneys for the Debtors: Lynn M. Brimer, Esq. Pamela S. Ritter, Esq. STROBL PLLC 33 Bloomfield Hills Parkway, Suite 125 Bloomfield Hills, MI 48304-2376 Telephone: (248) 540-2300 Facsimile: (248) 645-2690 E-Mail: lbrimer@strobllaw.com pritter@strobllaw.com About ADJ Properties ADJ Properties LLC and ALJ Properties, LLC, are each a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). ADJ Properties LLC and ALJ Properties, LLC filed for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-48074 and 22-48075) on Oct. 17, 2022. In the petition filed by Anthony Jekielek, as member, ADJ reported assets and liabilities between $1 million and $10 million. The Debtors are represented by attorneys at Strobl Sharp PLLC. AEARO TECH: Court Grants Motion to Dismiss Bankruptcy Filing ------------------------------------------------------------ On June 9, 2023, the United States Bankruptcy Court in the Southern District of Indiana granted plaintiffs' motion to dismiss Aearo's bankruptcy filing. Aearo is assessing its options for appeal of this decision, and 3M and Aearo will continue to pursue appeals raising evidentiary and legal issues from previous multi-district litigation (MDL) bellwether trials. 3M and Aearo are prepared to continue to defend the product in litigation. The Eleventh Circuit Court of Appeals recently heard the appeals of initial trial verdicts, during which 3M and Aearo argued for the correction of the important legal and evidentiary issues that have kept information from jurors, allowed improper evidence and arguments to be part of the trial records, and resulted in the flawed outcome of the bellwether process to-date. These appeals have the potential to fundamentally change the trajectory of this litigation. Important facts to know about the Combat Arms Earplugs litigation: * Attorney advertising, inadequate vetting, and a lack of typical filing requirements have resulted in more than 200,000 cases currently on various dockets in this litigation. All parties -- including 3M and those who may be entitled to compensation -- may now need to litigate on a case-by-case basis as cases are returned to courts across the country. * U.S. Department of Defense records for more than 175,000 plaintiffs have revealed that the vast majority of claimants in Combat Arms earplug litigation have normal hearing under medically accepted standards. * Every independent, third-party organization, including the Army Research Lab, the Air Force Research lab, NIOSH, and others, has found that the product was safe and effective to use. * Twenty military and civilian labs tested the Combat Arms earplug product while it was sold to the military from 1999-2015, and none of them found anything wrong with it. The U.S. Bankruptcy Court's decision will further delay the well-established Chapter 11 process for resolving this matter while Aearo evaluates a potential appeal of today's ruling. 3M has committed to support Aearo's Chapter 11 proceeding as the path to resolve claims more quickly and with more balanced recoveries among claimants than continued case-by-case litigation, while preserving trust funding for later claimants. Aearo and 3M have and will continue to engage in good faith in mediation processes, and remain focused on achieving a global resolution that provides certainty, equity and finality for all parties, including veterans and 3M's stakeholders. About Aearo Technologies Aearo Technologies -- https://earglobal.com/en -- is a 3M company that designs, manufactures, and sells personal protection equipment. The Company offers prescription and non-prescription safety eye wear, face shields, hard hats, and respirators. Aearo serves customers worldwide. To address claims related to the Combat Arms Earplugs Version 2, Aearo Technologies LLC and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 22-02890) on July 26, 2022. In the petition filed by John R. Castellano, as authorized signatory, Aearo Technologies estimated assets and liabilities between $1 billion and $10 billion each. 3M is not a debtor in the Chapter 11 cases. 3M has committed $1 billion to fund a trust allocated for Combat Arms claims. Kirkland & Ellis LLP is serving as legal counsel and AlixPartners LLP is serving as restructuring advisor to Aearo Technologies. Ice Miller LLP, is serving as bankruptcy co-counsel to the Debtors. Kroll is the claims agent. PJT Partners is serving as financial advisor and White & Case LLP is serving as legal counsel to 3M. AEQUOR MGT: Seeks $1.5MM DIP Loan from ITX ------------------------------------------ Aequor Mgt, LLC asks the U.S. Bankruptcy Court for the Eastern District of Texas, Tyler Division, for authority to use cash collateral and obtain postpetition financing to continue proper maintenance of assets and operations while it conducts a proper sale and liquidation process in chapter 11. The Debtor seeks to use the cash collateral of Independence TX LLC, in its capacity as prepetition first lien secured lender acquired from 1st Source Bank, under the Loan and Security Agreement dated March 19, 2018 and all documents related thereto, and CL V Funding, LLC, in its capacity as prepetition second lien secured lender under the Second Lien Credit Agreement dated November 7, 2018 and all documents related thereto. The Debtor also seeks to obtain a secured superpriority multiple draw term loan facility of up to $1.5 million, as provided for and consistent with the DIP Documents and the Final Order, in the form of the agreement by and among the Debtor/Borrower and Independence TX, in its capacity as the postpetition lender. The DIP Facility is necessary to fund the services of RPA, the proposed special consultant to the Debtor, and to pay for administrative expenses, including those of the Committee and its professionals. In exchange for providing the DIP Facility, the Debtor seeks authority to grant the DIP Lender: (a) perfected security interests in and DIP Liens on the DIP Collateral; (b) superpriority administrative claims; and (c) the other protections set forth in the motion and in the DIP Credit Facility. In March 2018, MGT entered into a first lien secured credit facility consisting of a $12.5 million term loan and a $6 million revolver with 1st Source Bank. The facility was provided pursuant to the ITX Prepetition Loan Documents. The first lien agreement was amended three times from December 2019 to September 2020 modifying the payment schedule as MGT was unable to generate sufficient cash to make payments. The final amendment was in September 2020, which put forth a new payment schedule and maturity date of January 19, 2023. The first lien was partially repaid in September 2020 by funds realized from asset sales at Aequor Aviation LLC. On March 30, 2022, the 1st Source Bank debt and lien were purchased by ITX. In November 2018, MGT entered into a $22 million second lien secured term loan with Castlelake. This loan was provided pursuant to the Castlelake Prepetition Loan Documents. A total of $21.7 million cash was funded by Castlelake and $21.5 million was received by MGT net of transaction expenses. A forbearance agreement was signed in July 2019, under which MGT received additional time to make a principal and interest payment due July 1, 2019. A first amendment to the forbearance agreement was signed on October 2, 2019, under which MGT received additional time to make principal and interest payments and provided Castlelake with the benefit of an additional guaranty granted by Holdings. A first amendment to the credit agreement signed on October 7, 2020 provided Castlelake with a security interest in Holdings' equity interests in Proterra, which became effective in September 2021, after obtaining consent required pursuant to the Proterra Shareholder Agreement. This first amendment provided the Debtors additional time to repay the second lien. Through the accrual of interest, Castlelake's claim as of the Petition Date was $39.8 million, although Castlelake asserts the claim is more than $41.2 million, with respect to which the Debtors reserve all rights. The Debtor and ITX have agreed on a number of measures, as applicable, designed to adequately protect against any diminution in value from the use of cash collateral and the DIP Lender's interests in the DIP Collateral and the Prepetition Lenders' interests in the Prepetition Collateral. Specifically, the adequate protection measures provide: (i) the Debtor will use cash collateral in accordance with the Budget, subject to the Allowed Variance, and will provide a weekly cumulative variance report and other financial reporting; (ii) subject only to Permitted Liens and the Carve-Out, the DIP Lender will receive the DIP Liens and DIP Superpriority Claims and the Debtor will pay the DIP Lender's professional fees related to DIP Facility and the bankruptcy case pursuant to the DIP Documents; (iii) the Debtor pledges to work as efficiently and productively as possible with RPA to maximize value for all creditors in the orderly market sale and liquidation of the assets and property of the Debtor's estate pursuant to the Sale Procedure Order; (iv) the Debtor's preservation of estate assets through the use of the DIP Facility serves as its own form of adequate protection because the secured creditors will inherently benefit from the Debtor's proposed use of the DIP Facility, which will prevent diminution of the value of the Prepetition Collateral and enhance the likelihood of preserving the assets and property for the highest possible return in the Debtor's sale process; and (v) Castlelake's interests with respect to the DIP Collateral are adequately protected because, as is, the value of those interests is likely zero, but with an orderly sales process, designed the maximize the value of the DIP Collateral, Castlelake may be reasonably like to derive a new benefit over and above any impairment of its collateral resulting from the DIP Facility priming its lien interests. A copy of the motion is available at https://urlcurt.com/u?l=zYQiGm from PacerMonitor.com. About Aequor Mgt Aequor Mgt, LLC -- https://BurroSand.com/ -- claims to be the lowest cost producer of 100 Mesh frac sand in the Permian Basin serving oil and gas producers. The company is based in Tyler, Texas. Aequor Mgt and Aequor Holdings, LLC filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Lead Case No. 23-60010) on Jan. 5, 2023. Aequor Mgt scheduled $57.7 million in total assets against $90.7 million in total liabilities. Judge Joshua P. Searcy oversees the cases. The Debtors are represented by Davor Rukavina, Esq., at Munsch Hardt Kopf & Harr, P.C. AEROFARMS INC: Court OKs $10MM DIP Loan, Cash Collateral -------------------------------------------------------- AeroFarms, Inc, et al sought and obtained entry of an order from the U.S. Bankruptcy Court for the District of Delaware authorizing them to use cash collateral and obtain postpetition financing. The Debtors sought to enter into a secured debtor-in-possession credit term loan facility in an aggregate principal amount of up to $10 million, including up to $5 million on an interim basis, secured by liens that are pari passu with the Prepetition Liens held by the Prepetition Secured Parties. The DIP Facility provides the Debtors with necessary liquidity on terms that are reasonable under the circumstances, and the relief sought is critical for the Debtors to pay their ordinary-course operating expenses and fund the administrative costs of these Chapter 11 cases. The lenders under the loan facility are Grosvenor Food and AgTech, Ingka Investments Ventures US BV, Cibus Funds, James Borel, ACEG Betelgungsgesellschaft mbH, and Peter Lacy. As of the Petition Date, the Debtors only have approximately $3.6 million in unrestricted cash on hand and require immediate access to the DIP Financing and use of cash collateral to ensure that they have sufficient liquidity to operate while in chapter 11. The Maturity Date will be the earliest to occur of (i) December 31, 2023; (ii) the Plan Effective Date, (iii) closing of an Alternative Transaction, following entry of an order authorizing the sale of substantially all of the Debtors' assets; or (iv) the acceleration of any outstanding DIP Loans following the occurrence of an uncured Event of Default. All amounts outstanding and all other DIP Obligations under the DIP Facility will be due and payable in full, and the DIP Commitments thereunder will terminate, on the Maturity Date. The Debtors are required to comply with several milestones, which include: * No later than three days after the Petition Date, the Debtors will have filed a motion, in form and substance reasonably acceptable to the Required DIP Lenders, seeking final approval of procedures governing the Sale and marketing process for substantially all of the Debtors' assets; * No later than five business days after the Petition Date, the Interim Order approving the Term Sheet will be entered by the Bankruptcy Court; * No later than 15 days after the Petition Date, the Debtors will have filed a notice stating an election to pursue a Sale or a Plan; * No later than 20 days after the Petition Date, (i) an order granting the Bidding Procedures Motion, in form and substance reasonably acceptable to the DIP Lenders, will be entered by the Bankruptcy Court; and (ii) if the Debtors elect to pursue a Plan as set forth in the Sale/Plan Election Notice, the Debtors will have filed an Approved Plan, associated disclosure statement and motion to approve solicitation of the Approved Plan; * No later than 30 days after the Petition Date, the Final Order approving the DIP Facility will be entered by the Bankruptcy Court; and * No later than 40 days after the Petition Date, the auction, if any, on the terms set forth in Bidding Procedures Order will have occurred. AeroFarms and certain other debtors have outstanding first lien secured debt obligations under a Venture Loan and Security Agreement dated as of March 22, 2022, among the Venture Loan Debtor Parties party thereto, as co-borrowers, Horizon Credit II LLC, as assignee of Horizon Technology Finance Corporation as lender, Horizon Funding I, LLC, as assignee of Horizon as lender, Powerscourt Investments XXV Trust as assignee of Powerscourt Investments XXV, LP as lender, and Horizon, as collateral agent. As of the Petition Date, the aggregate principal amount plus accrued and unpaid interest outstanding under the Venture Loan Agreement is approximately $15.04 million. The Venture Loan Debtor Parties obligations under the Venture Loan Agreement are secured by a first lien on all assets owned by the Venture Loan Debtor Parties, as described in the Venture Loan Agreement. AeroFarms has senior unsecured debt obligations arising under that certain Note and Warrant Purchase Agreement, dated as of October 27, 2022, by and among AeroFarms and Doha Venture Capital. As of the Petition Date, the aggregate principal amount plus accrued and unpaid interest outstanding under the notes is approximately $20.97 million. The DVC Notes are unsecured. Additionally, pursuant to the DVC Note Purchase Agreement, AeroFarms issued to DVC a warrant to purchase up to 7,943,443 shares of Series 2 Preferred Stock, in accordance with its terms. In addition to the DVC Notes, AeroFarms has subordinated unsecured debt obligations arising under the Note Purchase Agreement, dated as of February 15, 2022, by and among AeroFarms and purchasers of notes under the 2022 Note Purchase Agreement. As of the Petition Date, the aggregate principal amount outstanding (inclusive of interest) of the 2022 Notes is approximately $32.25 million. The 2022 Notes are unsecured and subordinated to the DVC Notes in accordance with a subordination agreement as to which 11 U.S.C. section 510(a) is applicable. The 2022 Notes are eligible to be converted to certain preferred stock in accordance with their terms. AeroFarms was also party to the Note Purchase Agreement, dated as of February 22, 2021, by and among AeroFarms and the purchasers party thereto. Pursuant to the 2021 Note Purchase Agreement, AeroFarms issued two convertible notes with an aggregate principal amount of $30 million. The 2021 Notes were converted to Series 2 Preferred Stock on or about August 31, 2022 in accordance with their terms. AeroFarms no longer has a debt obligation under the 2021 Notes. AeroFarms is party to a trilateral agreement dated May 6, 2019 with Binational Industrial Research and Development Foundation and Juganu Ltd in which the Bird Foundation promised to provide a conditional grant of up to $850,000 to AeroFarms and Juganu Ltd, each receiving up to $450,000 to fund research for the development of LED lights to be used in certain horticulture processes. The Bird Loan is required to be repaid only when the product is commercially sold or exploited. In exchange for their consent to (i) the granting of DIP Liens pari passu with the Prepetition Liens, and (ii) the use of cash collateral to the extent set forth in the Interim Order, the Prepetition Secured Parties will receive, inter alia, adequate protection to the extent of any Diminution of their interests in the Prepetition Collateral. A final hearing on the matter is set for June 29, 2023 at 3 p.m. A copy of the order is available at https://urlcurt.com/u?l=V2Otim from PacerMonitor.com. About AeroFarms, Inc. AeroFarms, Inc. is engaged in large-scale commercial indoor vertical farming, using proprietary aeroponic technology to grow differentiated leafy greens products while using up to 95% less water and zero pesticides. AeroFarms operates two commercial farms, which are located in Danville, Virginia and Newark, New Jersey, where they also have their Company headquarters. The Debtor and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10737) on June 8, 2023. In the petition signed by Guy Blanchard, president and CEO, the Debtor disclosed up to $500 million in assets and up to $100 million in liabilities. Judge Mary F. Walrath oversees the case. The Debtors tapped DLA Piper LLP (US) as general bankruptcy counsel, CloudPoint Capital LLC as investment banker, ICR, LLC as communications and consulting services provider, Omni Agent Solutions as notice and claims agent. AGILE THERAPEUTICS: Receives 180-Day Extension From Nasdaq ---------------------------------------------------------- Agile Therapeutics, Inc. received a letter from the Listing Qualifications Department of The Nasdaq Stock Market notifying the Company that it had been granted an additional 180-day period, or until Sept. 25, 2023, to regain compliance with Nasdaq Listing Rule 5550(b)(1). As previously disclosed on March 27, 2023, the Company received a letter from the Staff indicating that it was not in compliance with the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain stockholders' equity of at least $2,500,000. The Company's Annual Report on Form 10-K for the fourth quarter and year ended Dec. 31, 2022, reported stockholders' equity of $(5,545,000), which is below the Stockholders' Equity Requirement for continued listing on the Nasdaq Capital Market. The Company submitted a plan to regain compliance with the Stockholders' Equity Requirement under Nasdaq Listing Rule 5550(b)(1) on May 11, 2023. Pursuant to the Extension Notice, the Company must demonstrate compliance with Nasdaq Listing Rule 5550(b)(1) on or before Sept. 25, 2023, by furnishing to the Securities and Exchange Commission and Nasdaq certain information and representations on a Current Report on Form 8-K, among other obligations. If, after submitting this information to the SEC and Nasdaq as described in the Extension Notice, the Company fails to evidence compliance with Nasdaq Listing Rule 5550(b)(1) upon filing its Form 10-Q for the quarter ended Sept. 30, 2023, the Company may be subject to delisting from Nasdaq. In the event the Company fails to regain compliance, Nasdaq will issue the Company a delisting notice, at which time the Company would have the right to a hearing before an independent panel. The hearing request would halt any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing. The Company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. If trading in the Company's common stock is suspended on Nasdaq or the Company's common stock is delisted by Nasdaq for any reason, it could negatively impact the Company as it would likely reduce the liquidity and market price of the Company's common stock; reduce the number of investors willing to hold or acquire the Company's common stock; negatively impact the Company's ability to access equity markets and obtain financing; and impair the Company's ability to provide equity incentives. About Agile Therapeutics Inc. Agile Therapeutics, Inc. is a women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product and product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its initial product, Twirla, (levonorgestrel and ethinyl estradiol), a transdermal system, is a non-daily prescription contraceptive. Agile reported a net loss of $25.41 million for the year ended Dec. 31, 2022, compared to a net loss of $71.07 million for the year ended Dec. 31, 2021. Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 22, 2023, citing that the Company has generated losses since inception, used substantial cash in operations, anticipates it will continue to incur net losses for the foreseeable future, requires additional capital to fund its operating needs and has stated that substantial doubt exists about the Company's ability to continue as a going concern. AINS NASHVILLE: Seeks Cash Collateral Access Thru Aug 15 -------------------------------------------------------- AINS Nashville LLC, d/b/a The Ainsworth Nashville, asks the U.S. Bankruptcy Court for the Eastern District of New York for authority to use cash collateral on an interim basis in an aggregate amount not to exceed $553,407 through August 15, 2023. The Debtor requires the use of cash collateral to meet payroll requirements, rent expense, maintain the restaurant, pay insurance, utilities and other costs associated with the day-to-day operations of the business. The Debtor's assets consist of its inventory, restaurant equipment, leasehold improvements, good will and cash generated from its sales. The aggregate value of the assets is about $525,000. The Debtor's secured debt is about $681,000. Prior to the Petition Date, the Debtor obtained financing from several lenders all of which are perfected in the Debtor's assets by the filing of UCC-1 financing statements. These lenders are the U.S. Small Business Administration, Mission Valley Bank, and Gem Funding. The SBA provided a $500,000 loan to the Debtor. The Debtor believes the SBA is in first priority as to its lien against the Debtor's assets. The Debtor borrowed $200,000 from Mission. The Debtor is merely a guarantor of the obligations owed to Gem by other related entities. The Debtor's financial difficulties are a result of numerous factors, not the least of which were those problems that impacted all industry and particularly the food service industry as a result of the COVID-19 pandemic. Despite the pandemic, the Debtor remained open and continued to operate its business. The difficulties of meeting all of its expenses during the pandemic resulted in difficulties with VU2013 RRHG LLC, the Debtor's landlord. The Debtor seeks to retain the sums they have already received from operations which sums are held in the Debtor's pre-petition bank accounts pursuant to a separate order authorizing the Debtor to maintain its pre-petition bank accounts for the interim period, in the approximate amount of $15,000. The Debtor seeks authorization to collect all cash receipts from all sales generated by the Debtor. The Debtor seeks authorization to provide adequate protection for any diminution occurring subsequent to June 5, 2023, in the value of the Lender's interest in the pre-petition collateral. The Debtor will also grant the Lenders a post-petition claim against the Debtor's estate as well as a valid, binding, enforceable and automatically perfected lien or other security interest in all of the Debtor's presently owned or hereafter acquired property and assets. These events constitute an "Event of Default": (a) The Debtor ceases its operations or takes any material action for the purpose of effecting the foregoing without the prior written consent of the Lenders, except to the extent contemplated by the Budget; (b) The Interim Order is reversed, vacated, stayed, amended, supplemented or otherwise modified in a manner which shall materially and adversely affect the rights of the Lenders hereunder or will materially and adversely affect the priority of any or all of the Obligations and the Lenders' Liens; (c) The Debtor expends more than 110% of any line item in the Budget or more than 105% of the entire Budget; (d) The occurrence of a material adverse change subsequent to the Petition Date; (e) Any material and/or intentional misrepresentation by the Debtor in the financial statements or certifications that may be provided by the Debtor to the Lenders under the Loan Documents or any Interim Order; and (f) Non-compliance with or default by the Debtor with any of the terms, provisions and conditions of any Interim Order. The Debtor will undertake to continue to keep the Lender's Collateral fully insured against all loss, peril and hazard and make the Lenders, for the ratable benefit of the Lenders, the additional insured in any such insurance policy maintained by the Debtor as to the Collateral. A copy of the motion is available at https://urlcurt.com/u?l=vUdQGE from PacerMonitor.com. A copy of the Debtor's June 2023 budget is available at https://urlcurt.com/u?l=bjzvTw from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $2,605 for Week 1; $6,155 for Week 2; $6,155 for Week 3; $3,105 for Week 4; and $3,105 for Week 5. About AINS Nashville LLC AINS Nashville LLC operates a restaurant at 206 21st Avenue South, Unit D-2, Nashville, Tennessee. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-41997) on June 5, 2023. In the petition signed by Matthew Shendel, managing member, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Jil Mazer-Marino oversees the case. Fred S. Kantrow, Esq., at the Kantrow Law Group, PLLC, represents the Debtor as legal counsel. AL NGPL HOLDINGS: S&P Affirms 'B+' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings affirmed its 'B+' issuer credit rating on AL NGPL Holdings LLC, a subsidiary of Arclight Capital Partners LLC (Arclight), and its 'B+' issue-level rating on its existing outstanding $469 million term loan B (TLB). S&P said, "At the same time, we assigned our 'B+' issue-level rating and '3' recovery rating to the company's new $235 million TLB. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; rounded estimate: 50%). "The stable outlook on AL NGPL reflects our expectation that it will generate debt to EBITDA of about 7.25x and EBITDA interest coverage of about 1.9x in 2023. The affirmation follows AL NGPL's announced issuance of a $235 million TLB due in April 2028. The new term loan will have the same seniority, maturity date, financial covenants, and excess cash sweep structure as its existing $469 million TLB. AL NGPL will use the debt proceeds from the new TLB, along with equity contributions, to acquire an additional 12.5% ownership interest in NGPL HoldCo from Brookfield Infrastructure Partners. Upon the completion of the acquisition, AL NGPL's ownership stake in NGPL HoldCo will increase to 37.5% from 25.0% currently. S&P said, "We view the debt issuance as neutral to the company's credit quality because, following the acquisition, we expect its distributions from NGPL HoldCo will increase by 40%-50%. Given the new term loan, we expect AL NGPL's leverage will be 7.25x in 2023 before declining to 6.5x in 2024 on its steady distributions and debt reduction via excess cash sweeps. "The stable outlook reflects our expectation that AL NGPL will continue to receive steady cash distributions from NGPL HoldCo underpinned by its largely take-or-pay contracts and large operational scale. We expect the company's annualized debt to EBITDA of 7.25x in 2023 will decline to 6.5x in 2024 as it reduces its debt balance via excess cash sweeps." S&P could take a negative rating action on AL NGPL if: -- Its leverage deteriorates to 7.5x or its EBITDA interest coverage ratio declines to 1.5x or below on a forward-looking basis. This could occur due to a lower-than-expected level of available cash at NGPL Holdco or debt-finance dividends; or -- NGPL Holdings' credit quality deteriorates such that its subsidiary NGPL PipeCo's leverage exceeds 4.5x. This could occur due to prolonged increases in its operating expenditure, an inability to renew its expiring contracts at competitive rates, or a substantial increase in its debt to fund growth projects. Although unlikely in the near term, S&P could consider taking a positive rating action on AL NGPL if: -- Its EBITDA interest coverage ratio exceeds 3.0x and its debt to EBITDA declines below 5.5x. This could occur if higher-than-expected throughput volumes at NGPL PipeCo support greater available cash; or -- S&P raises its rating on NGPL PipeCo. This could occur if it achieves S&P Global Ratings-adjusted debt to EBITDA of less than 3.5x on a consistent basis due to higher-than-expected volumes or debt repayment. ESG credit indicators: E-3, S-2, G-2 S&P said, "Environmental factors are a moderately negative consideration in our credit rating analysis of AL NGPL Holdings LLC. AL NGPL holds a 37.5% noncontrolling interest in NGPL PipeCo, which primarily comprises two FERC-regulated interconnected gas pipelines. The U.S. currently derives about 35% of its power generation from natural gas. However, NGPL PipeCo is susceptible to longer-term volume declines from utilities because of reduced demand for hydrocarbons and declining drilling activity amid the transition to renewable energy sources." ALLERGY & ASTHMA: Unsecureds Will Get 1% of Claims over 5 Years --------------------------------------------------------------- Allergy & Asthma Center of S.W. Washington, LLC, filed with the U.S. Bankruptcy Court for the Central District of California a Subchapter V Plan of Reorganization dated June 6, 2023. The Debtor runs a medical business and provides treatment for asthma and allergies. Treatments offered by the Debtor include allergy testing, immunotherapy, allergy shots and other asthma and allergy treatments. The Debtor will continue to operate its medical business and provide treatment for asthma and allergies, including allergy testing, immunotherapy, allergy shots and other asthma and allergy treatments. The Covid-19 pandemic had a significant negative impact on the Debtor's business, which decreased the Debtor's income. In an effort to keep its doors open, the Debtor took out several hard money loans, which the Debtor is now unable to pay back. The Debtor attempted to negotiate reasonable settlement terms with its creditors, but ultimately could not reach an agreement that made sense for the Debtor, thus necessitating the filing of this bankruptcy case. Dr. Sanjeev Jam is the sole owner and 100% shareholder of the Debtor. He is the Debtor's Chief Executive Officer. Dr. Jam provides treatment to patients and supervises other healthcare providers. Mr. Jam will remain the Chief Operating Officer of the Debtor. Now that the Debtor is in bankruptcy and the automatic stay prohibits the merchant cash advance creditors from intercepting Debtor's receivables, Debtor is continuing to operate and is doing well. It anticipates to continue its business operation, work on the collection efforts for its receivables, and reorganize its debts. The Disbursing Agent will pay all amounts due under the Plan from a fund hereby authorized to be opened. This fund shall be maintained in a segregated, interest-bearing account in a depository approved by the United States trustee for the Central District of California for deposits of funds by trustees. Total liabilities are $3,334,543.37 in general unsecured claims; $58,190.24 in priority unsecured claims; and $415,702.56 in secured claims. Class #2b consists of General Unsecured Claims. Each creditor in Class #2b will be paid 1% of its claim beginning the first relevant date after the Effective Date over 5 years in equal monthly installments of $542.21. Debtor's revenue depends on the billings it submits to various insurance companies for payment. It is possible for the insurance companies to delay certain payments, but given the volume of Debtor's billings, Debtor believes it will have a steady source of income to support a feasible reorganization plan. A full-text copy of the Subchapter V Plan dated June 6, 2023 is available at https://urlcurt.com/u?l=pvpLYr from PacerMonitor.com at no charge. Attorneys for Debtor: Michael Jay Berger, Esq. Sofya Davtyan, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd., 6th Floor Beverly Hills, CA 90212-2929 Telephone: (310) 271-6223 Facsimile: (310) 271-9805 Email: michael.berger@bankruptcypower.com Sofya.davtyan@bankruptcypower.com About Allergy & Asthma Center of S.W. Washington Allergy & Asthma Center of S.W. Washington, LLC, is a Los Angeles-based provider of personalized care for allergies and asthma. Allergy & Asthma Center sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11270) on March 6, 2023. In the petition signed by its chief executive officer, Sanjeev Jain, MD, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Vincent P. Zurzolo oversees the case. The Law Offices of Michael Jay Berger is the Debtor's legal counsel. ALVOGEN PHARMA: $831.3M Bank Debt Trades at 23% Discount -------------------------------------------------------- Participations in a syndicated loan under which Alvogen Pharma US Inc is a borrower were trading in the secondary market around 77.2 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $831.3 million facility is a Term loan that is scheduled to mature on June 30, 2025. The amount is fully drawn and outstanding. Alvogen Pharma US, Inc. is a subsidiary of Alvogen Lux Holdings S.a.r.l. Alvogen comprises the US generic pharmaceuticals and contract manufacturing operations of LuxCo, which also has international operations not included in the US credit group. For the twelve months ended September 30, 2022, Alvogen reported revenues of approximately $468 million. Alvogen is owned by a consortium of private equity firms including CVC Capital and Temasek. The company's CEO Robert Wessman also owns a significant stake in the company. ALVOGEN PHARMA: S&P Places 'B-' ICR on CreditWatch Negative ----------------------------------------------------------- S&P Global Ratings placed its 'B-' issuer and issue-level ratings on CreditWatch with negative implications on pharmaceutical company Alvogen Pharma US Inc. The '4' recovery rating on the company's senior secured debt remains unchanged. The CreditWatch placement reflects heightened downside risks to S&P's ratings that could result if Alvogen is unable to extend the maturity on its ABL in the next few months. S&P believes Alvogen likely depends upon extending its ABL to meet its financial obligations over the next eight months. Alvogen has sufficient liquidity, including more than $50 million of additional borrowing capacity under its ABL, to repay the $78 million non-extended portion of its term loan when it matures in December 2023. S&P said, "However, we do not believe the company can generate sufficient liquidity to repay the $164 million of borrowing outstanding under the ABL in January 2024. We revised our assessment of liquidity to weak from less than adequate as a result of the material deficit between liquidity sources (which do not include any securities with maturities of less than 12 months) and uses projected over the next 12 months." S&P views an ABL extension as probable given Alvogen's improving operating performance. S&P said, "We project Alvogen's operating performance will continue to improve over the near term. Spurred largely by the launch of lenalidomide, Alvogen's net leverage (as defined under the company's credit agreements) declined to 6.4x in March 2023 from 18.1x in September 2022. We expect further deleveraging to occur given the continued strength of lenalidomide sales, the expected launch of another material product later this year, and the potential for an oseltamivir order from the Strategic National Stockpile in the next few quarters. We expect the ABL will be extended as the value of Alvogen's assets has strengthened and ABL lenders have a priority claim over secured lenders." S&P continues to view Alvogen's business risk as vulnerable due to high levels of uncertainty regarding its pipeline. The company's new product development efforts have largely focused on challenges to still-patented branded drugs still under exclusivity in the U.S. The dependence on favorable court rulings or settlements with patent holders leads to a high level of uncertainty on the timing of product launches. This has caused Alvogen's forecasts to be too optimistic over the last few years. Last week, in its ongoing pursuit of launching its rifaximin, the company sued the U.S. Food and Drug Administration (FDA) in the hope that it can force the regulator to fully approve its tentatively approved generic version of the drug for the single irritable bowel syndrome-diarrhea indication. Success could result in a product launch within the next few months to quarters, while failure could protect Bausch's patents through 2029. S&P does not view the extension of the ABL as dependent upon any additional drug approvals or favorable patent challenges, however, it sees risks that additional delays in its pipeline could make refinancing the 2025 maturities more difficult. S&P said, "The CreditWatch placement reflects heightened downside risks to our ratings that could result if Alvogen is unable to extend the maturity on its ABL in the next few months. If Alvogen cannot extend the ABL and we continue to view its liquidity as insufficient to meet its current liabilities, we could lower the ratings by multiple notches. We could also lower our ratings if the company significantly underperforms our base-case forecast. "If the company extends the ABL and performance is in line with our forecast, we would most likely resolve the CreditWatch by returning to a negative outlook given refinancing risk related to upcoming 2025 maturities and uncertainty regarding its pipeline. However, we could view refinancing risk as significantly lower if the company prevails in its recently filed lawsuit against the FDA to accelerate rifaximin approval." ESG credit indicators: E-2, S-2, G-3 The company's capital structure consists of a $240 million ABL maturing January 2024 and a first-lien term loan with $78 million due December 2023 and $795 million due June 2025. S&P said, "Our simulated default scenario contemplates a default in 2025, precipitated by underperformance among the new products undermining the significant profitability improvements we expect. "We assume the ABL is about 68% drawn at the time of default, consistent with its current balance. "We assume an emergence EBITDA of $110 million, which would represent a significant decline from our expectations. At that level, we estimate the company would be unable to fund its debt service and nondiscretionary capital expenditures. "We believe Alvogen would reorganize in the event of default given the potential earnings in its development pipeline. "We have valued the company on a going-concern basis using a 5.5x multiple of our projected emergence EBITDA, in line with other peers within the generic pharmaceutical industry." -- Simulated year of default: 2025 -- EBITDA at emergence: $110 million -- EBITDA multiple: 5.5x -- Net enterprise value (after 5% administrative costs): $575 million -- Valuation split in % (obligors/nonobligors): 100/0 -- Collateral value available to first-lien lenders: $407 million -- Priority claims: $170 million (ABL revolver) -- Secured first-lien debt: $870 million --Recovery expectations: 30%-50%; rounded estimate: 45% Notes: All debt amounts include six months of prepetition interest. ANN ARBOR SAND: Case Summary & Five Unsecured Creditors ------------------------------------------------------- Debtor: Ann Arbor Sand Dollar Realty Group, LLC 11 Bonac Woods Lane East Hampton, NY 11937 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: June 9, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-72088 Judge: Hon. Louis A. Scarcella Debtor's Counsel: Charles Higgs, Esq. THE LAW OFFICES OF CHARLES A. HIGGS 2 Depot Plaza First Floor, Office 4 Bedford Hills, NY 10507 Tel: (917) 673-3768 Email: charles@freshstartesq.com Total Assets: $715,000 Total Liabilities: $2,438,653 The petition was signed by Richard Gherardi as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GLLADPA/Ann_Arbor_Sand_Dollar_Realty_Group__nyebke-23-72088__0001.0.pdf?mcid=tGE4TAMA ASP LS ACQUISITION: $1.38B Bank Debt Trades at 19% Discount ----------------------------------------------------------- Participations in a syndicated loan under which ASP LS Acquisition Corp is a borrower were trading in the secondary market around 81.1 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.38 billion facility is a Term loan that is scheduled to mature on May 7, 2028. The amount is fully drawn and outstanding. ASP LS Acquisition Corp. was formed to effectuate the acquisition of Laser Ship, Inc. by the private equity firm American Securities LLC ATLAS LITHIUM: Faces Suit Over Securities Laws Violation -------------------------------------------------------- Atlas Lithium Corporation is facing a complaint filed by Douglas Salomon against the Company and certain members of its senior management in the United States District Court for the Central District of California, alleging violations of the federal securities laws pursuant to Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended. The Company said it does not know Mr. Salomon. The Company believes the claims are without any merit and plans to vigorously defend against them. About Atlas Lithium Atlas Lithium Corporations formerly Brazil Minerals, Inc. is a mineral exploration and development company with lithium projects and exploration properties in other critical and battery minerals, including nickel, rare earths, graphite, and titanium, to power the increased demand for electrification in its daily living, as exemplified by the rise in demand for electric vehicles, and simultaneous transition away from fossil fuels. The Company's current focus is on developing its hard-rock lithium project located in Minas Gerais State in Brazil at a well-known, premier pegmatitic district in Brazil. Atlas Lithium reported a net loss of $5.66 million in 2022, a net loss of $4.03 million in 2021, a net loss of $1.55 million in 2020, a net loss of $2.08 million in 2019, and a net loss of $1.85 million in 2018. Atlas Lithium stated in its Annual Report on Form 10-K for the year ended Dec. 31, 2022, "Our future short- and long-term capital requirements will depend on several factors, including but not limited to, the rate of our growth, our ability to identify areas for mineral exploration and the economic potential of such areas, the exploration and other drilling campaigns needed to verify and expand our mineral resources, the types of processing facilities we would need to install to obtain commercial-ready products, and the ability to attract talent to manage our different business activities. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to scale back our existing operations and growth plans, which could have an adverse impact on our business and financial prospects and could raise substantial doubt about our ability to continue as a going concern." BADGER FINANCE: $268M Bank Debt Trades at 23% Discount ------------------------------------------------------ Participations in a syndicated loan under which Badger Finance LLC is a borrower were trading in the secondary market around 77.4 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $268.7 million facility is a Term loan that is scheduled to mature on September 28, 2024. About $255.9 million of the loan is withdrawn and outstanding. Based in Little Chute, Wisconsin, Badger Finance, LLC is an intermediate holding company of Trilliant Food and Nutrition, LLC, Horseshoe Beverage Company, LLC, and affiliated companies. The company is a U.S. manufacturer of private label and value branded beverage products, mainly single serve coffee pods. The company's branded coffee products are primarily sold under its Victor Allen brand. Badger also recently expanded into ready-to-drink (RTD) coffee beverages through its Horseshoe Beverages subsidiary. Badger is sponsored by private equity firm Blackstone Group, which acquired the company in 2017 and holds a majority equity interest in the company. BANDED HORN: Wins Cash Collateral Access on Final Basis ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maine authorized Banded Horn Brewing Company, LLC to use cash collateral on a final basis in accordance with the budget, through August 31, 2023. The Debtor requires the use of cash collateral to continue operating its business at all locations. Prior to the Petition Date, the Debtor entered into four loan agreements with Bangor Savings Bank. As of the Petition Date, the Debtor owed approximately $442,299 to BSB. The BSB Claim is secured by a valid, properly perfected first priority security interest in substantially all of the Debtor's assets. As adequate protection of BSB's Claim, the Debtor will make monthly adequate protection payments to BSB as follows: -- a payment in the amount of $2,032 no later than May 15, 2023; -- monthly payments of $2,051 each, no later than the 15th of June and July 2023, respectively; and -- a monthly payment of $9,000, no later than the 15th of August. As additional adequate protection of BSB's interests, BSB will have replacement liens in and on property of the same type in which BSB had a security interest before the start of this case, to the same validity, perfection, enforceability, and priority as any security interest BSB had in such prepetition collateral, including cash collateral, immediately prior to the start of the case. The Replacement Liens granted will be automatically perfected without further act. The Debtor will keep BSB's collateral properly maintained and insured and will provide proof of insurance on BSB's collateral no later than June 10, 2023. The Debtor will provide BSB, on the Tuesday following the end of each budget week, a budget to actual variance report for the proceeding week. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=2AWLAe from PacerMonitor.com. The Debtor projects total disbursements, on a weekly basis, as follows: $60,308 for the week ending June 9, 2023; $44,709 for the week ending June 16, 2023; $59,308 for the week ending June 23, 2023; and $25,538 for the week ending June 30, 2023. About Banded Horn Brewing Company LLC Banded Horn Brewing Company LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Maine Case No. 23-20091) on May 2, 2023. In the petition signed by Ian McConnell, founding member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Peter G. Cary oversees the case. Tanya Sambatakos, Esq., at Molleur Law Firm, represents the Debtor as legal counsel. BARE ARMS: Court OKs Interim Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the Easter District of Kentucky authorized Bare Arms Limited Liability Company to use cash collateral on an interim basis and make adequate protection payments to Summit Bank. As previously reported by the Troubled Company Reporter, in the summer of 2020, Bare Arms secured a $500,000 Economic Injury Disaster Loan from the U.S. Small Business Administration. The SBA filed a UCC financing statement with the Office of the Kentucky Secretary of State on July 16, 2020. According to the financing statement, the SBA Loan is secured against all company equipment, inventory and the proceeds therefrom. Summit Community Bank is the company's largest creditor holding multiple loans, including one line of credit, with a current balance of $497,875. The related note and security agreements were executed on August 22, 2022. In August 2022, Summit filed A UCC Financing Statement with the Office of the Kentucky Secretary of State. Summit Bank also filed a UCC Financing Statement in Alabama and in Tennessee. As of April 30, 2023, the Debtor's inventory was valued at approximately $1 million on a cost basis as shown in the company's balance sheet. Without waiving its right to object to any claims or to seek a valuation of any property, the Debtor presently believes that both the Summit LOC and the SBA Loan are fully secured as against the company's assets. The Court ruled that beginning on June 15, 2023, and each calendar month thereafter, the Debtor must make monthly adequate protection payments of $3,838 directly to Summit Community Bank, unless otherwise superseded by a subsequent court order, or by the disallowance of Summit Community Bank's claim. The Debtor will segregate from its revenues $3,854 as adequate protection payments due to the SBA. Unless otherwise superseded by a subsequent court order, or by the disallowance of the SBA's claim, the distributions of said segregated funds are to be made on the earlier of the effective date of the Debtor's confirmed plan of reorganization, or the conversion or dismissal of the Debtor's case. A copy of the order is available at https://urlcurt.com/u?l=twRubl from PacerMonitor.com. About Bare Arms Limited Liability Company Bare Arms Limited Liability Company sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ky. Case No 23-10085) on May 15, 2023. In the petition signed by William H. Bare, member and corporate representative, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Tracey N. Wise oversees the case. J. Christian Dennery, Esq., at Dennery, PLLC, represents the Debtor as legal counsel. BATSU ENTERPRISES: Frances Smith Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 6 appointed Frances Smith as Subchapter V trustee for Batsu Enterprises, LLC. Mr. Smith will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Smith declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Frances A. Smith Ross, Smith & Binford, PC 700 N. Pearl Street, Ste. 1610 Dallas, TX 75201 Phone: 214-593-4976 Fax: 214-377-9409 Email: frances.smith@rsbfirm.com About Batsu Enterprises Batsu Enterprises, LLC, a Dallas-based company, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 23-31012) on May 23, 2023, with $1 million to $10 million in both assets and liabilities. James R. Campbell, manager, signed the petition. Hudson Jobe, Esq., at Quilling, Selander, Lownds, Winslett & Moser, P.C. is the Debtor's counsel. BENEFYTT TECHNOLOGIES: 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 Benefytt Technologies, Inc. and its affiliates. The committee members are: 1. ProMedia, Inc. Attn: Jonathan Peress 13499 Biscayne Blvd., T Suite 4-5-6 Miami, FL 33181 Email: jonathan@promedia.com 2. Blend360, LLC Attn: Sheila Hawes 10221 Wincopin Circle, Floor 3 Columbia, MD 21044 Email: sheila.hawes@blend360.com 3. Charles River Associates, Inc. Attn: Jonathan D. Yellin 200 Clarendon Street, T-10 Boston, MA 02116 Email: jyellin@crai.com 4. SunFire Matrix, Inc. Attn: Jordan Tasch 377 Valley Road, Suite 1255 Clifton, NJ 07013 Email: jordan.tasch@sunfireinc.com 5. Nelson Taplin Goldwater Inc. Attn: Michelle S. Delany 1555 Palm Beach Lakes Blvd., Suite 1510 West Palm Beach, FL 33401 Email: mdelany@ntgconsultants.com 6. Phelipe Castro c/o Joshua H. Eggnatz, Esq. Eggnatz | Pascucci 7450 Griffin Road, Suite 230 Davie, FL 33314 Email: jeggnatz@justiceearned.com 7. Eric Ketayi c/o Abigail V. O’Brient, Esq. Mintz Levin Cohn Ferris Glovsky & Popeo PC 2049 Century Park East, Suite 300 Los Angeles, CA 90067 Email: avobrient@mintz.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 Benefytt Technologies Benefytt Technologies, Inc. is a technology-driven distributor of insurance products covering Medicare-related insurance plans as well as other types of health insurance and supplemental products. It operates in 44 states including Texas, New York, California, and Florida. On May 23, 2023, Benefytt Technologies and 17 affiliated debtors, including American Service Insurance Agency LLC, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90566). Benefytt Technologies disclosed assets of $1 billion to $10 billion and liabilities of $500 million to $1 billion as of the bankruptcy filing. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy counsel; Jackson Walker, LLP as local bankruptcy counsel; Ankura Consulting, LLC as restructuring advisor; and Jefferies Group, LLC as financial advisor. Stretto, Inc. is the claims agent. BIOLASE INC: To Distribute Series I Pref. Stock to Shareholders --------------------------------------------------------------- Biolase, Inc. announced that its Board of Directors declared a dividend of one one-thousandth of a share of newly-designated Series I Preferred Stock, par value $0.001 per share, for each outstanding share of BIOLASE common stock held of record as of 5:00 p.m. Eastern Time on June 16, 2023. The outstanding shares of Series I Preferred Stock will vote together with the outstanding shares of the Company's common stock, as a single class, exclusively with respect to a reverse stock split and will not be entitled to vote on any other matter, except to the extent required under the Delaware General Corporation Law. Subject to certain limitations, each outstanding share of Series I Preferred Stock will have 1,000,000 votes per share (or 1,000 votes per one one-thousandth of a share of Series I Preferred Stock). All shares of Series I Preferred Stock that are not present in person or by proxy at the meeting of stockholders held to vote on the reverse stock split as of immediately prior to the opening of the polls at such meeting will automatically be redeemed by BIOLASE. Any outstanding shares of Series I Preferred Stock that have not been so redeemed will be redeemed if such redemption is ordered by BIOLASE's Board of Directors or automatically upon the effectiveness of the amendment to BIOLASE's certificate of incorporation effecting the reverse stock split. The Series I Preferred Stock will be uncertificated, and no shares of Series I Preferred Stock will be transferable by any holder thereof except in connection with a transfer by such holder of any shares of BIOLASE common stock held by such holder. In that case, a number of one one-thousandths of a share of Series I Preferred Stock equal to the number of shares of BIOLASE common stock to be transferred by such holder would be transferred to the transferee of such shares of common stock. 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. CARDINAL PARENT: S&P Lowers ICR to 'CCC+' on Negative Cash Flow --------------------------------------------------------------- S&P Global Ratings lowered its rating on Cardinal Parent Inc. (d/b/a Zywave) from 'B-' to 'CCC+' with a stable outlook. At the same time, S&P lowered its issue-level ratings on the company's first- and second-lien senior secured instruments to 'CCC+' and 'CCC-', respectively. The stable outlook reflects S&P's view that a debt restructuring or distressed exchange is unlikely to occur within the next 12 months given private equity investor Clearlake Capital's written commitment to continue supporting Zywave as needed. Elevated operating expenditures and interest expense headwinds have weakened Zywave's credit profile during the past 12 months. Zywave has pursued an aggressive growth strategy since its leveraged buyout (LBO) in late 2020, investing heavily in both organic and inorganic growth. To support mid-teens revenue growth in fiscal 2022, and forecasted growth expected in 2023 and beyond, Zywave ramped up investments in sales and marketing and product development early in the previous year. As a result of business investments, S&P Global Ratings-adjusted EBITDA margin deteriorated nearly 20% year over year to the low-10% area. Interest expense headwinds have also significantly encumbered the company's cash flow generation over the past 12 months. With large fully funded variable-rate debt balances, Zywave paid just over $60 million in interest expense in 2022, a 35% increase from 2021. Interest rate headwinds, in conjunction with materially elevated capitalized software and operating investment spending, resulted in significant free operating cash flow (FOCF) underperformance, which finished 2022 near negative $60 million. Acquisitions and continued negative FOCF have reduced Zywave's financial flexibility, compounding the risk of a near-term liquidity crisis. Acquisitions and related charges strained Zywave's liquidity in 2022, with the company spending nearly $50 million for the purchase of Strategic Insurance Software, plus another $60 million tied to a deferred earnout payment on its 2021 purchase of ClarionDoor. In support of these cash outflows the company raised almost $40 million in combined incremental long-term debt and preferred equity, while also requiring a sponsor capital infusion of nearly $90 million. FOCF of negative $60 million resulted in continued revolver draws in 2022 as well, and Zywave finished the year with $47 million drawn on its $70 million revolver. Silicon Valley Bank and other bank failures in the first three months of 2023 prompted Zywave to preemptively draw on the entirety of its revolving letter of credit (RLOC), which was partially paid down in the first two months of the second quarter of 2023. As of May 23, 2023, the company had $7 million of cash on hand with $15 million of revolver availability. With negative mid-teens millions FOCF expected for the remainder of the year, combined with the company's mandatory amortization payments, S&P anticipates that Zywave may be unable to meet near-term liquidity needs without external sponsor support should FOCF underperform projections. S&P said, "We expect financial performance to improve in 2023 as cost reductions take effect but view the company's current capital structure as unsustainable in the long-term. Despite macroeconomic headwinds, we forecast high-single-digits revenue growth from Zywave in fiscal 2023 given its resilient end-markets and strong competitive positioning. On the cost side, Zywave has taken a number of proactive measures to better manage its expenses. In December of last year, the company laid off 15% of its staff, which translates to about $35 million in run-rate cost savings anticipated over the next 12 months. The company has also executed interest rate swaps on $500 million of its roughly $750 million in total debt outstanding and expects to execute swaps on the remainder of its debt by the end of 2023. Although interest expense is still anticipated to be a significant cash drag in 2023, budgeted near $80 million, the swap execution will bolster financial flexibility should rates continue to rise by capping interest expense near current levels for the next two years. However, even with the above enhancements to the company's cost structure, for 2023 we still expect a cash burn, and forecast FOCF between negative $10 million and negative $20 million. With low liquidity balances and more cash outflows anticipated from Zywave, Clearlake Capital has communicated in Zywave's 2022 audited financial statements that it will continue to support the company as needed. While we view the potential equity infusion as a credit positive, we see this more as a temporary solution rather than a structural improvement. Furthermore, in our view, companies that may require sponsor support to meet financial commitments generally do not have sustainable capital structures over the long term. Hence, we believe that Zywave's current credit profile is more indicative of a 'CCC+', and over the coming quarters we will be closely monitoring the company's cash flow and liquidity performance. "The stable outlook reflects our view that a debt restructuring or distressed exchange is unlikely to occur within the next 12 months given Clearlake's written commitment to continue supporting Zywave as needed. "We could lower our ratings if we believed Zywave could execute a debt restructuring or distressed exchange within the next 12 months. This could be due to our belief that a greater-than-expected cash burn would result in a further weakened liquidity position with limited prospects for external sponsor support. "We could raise our ratings on Zywave if the company is able to improve its liquidity position by paying down outstanding revolver balances through sustained positive operating performance and FOCF generation ahead of its RLOC maturity in 2025." 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 the company, as is the case for most rated entities owned by private-equity sponsors. We believe Zywave's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns." CARESTREAM HEALTH: $540M Bank Debt Trades at 26% Discount --------------------------------------------------------- Participations in a syndicated loan under which Carestream Health Inc is a borrower were trading in the secondary market around 73.8 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $540.8 million facility is a Term loan that is scheduled to mature on September 30, 2027. The amount is fully drawn and outstanding. Carestream Health, Inc., headquartered in Rochester, New York, is a supplier of imaging and IT systems to the medical and dental communities and to other markets. CENTER FOR AUTISM: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------------- Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Center for Autism and Related (Lead Case) 23-90709 Disorders, LLC 9089 S Pecos Road Suite 3600 Henderson Nevada 89074 SKILLS Global, LLC 23-90710 CARD Intermediate Holdings II, LLC 23-90711 CARD Intermediate Holdings I, LLC 23-90712 CARD Holdings, LLC 23-90713 Business Description: Center for Autism and Related Disorders, LLC (together with its affiliated debtors and debtors in possession) provides treatment for individuals diagnosed with autism spectrum disorder (ASD). CARD primarily provides treatments through "center-based services," which are one-to-one ABA sessions for children, teens, and adults that take place at a CARD treatment center rather than at a patient's home. Chapter 11 Petition Date: June 11, 2023 Court: United States Bankruptcy Court Southern District of Texas Judge: Hon. David R. Jones Debtors' Bankruptcy Counsel: Christopher T. Greco, P.C. Allyson B. Smith, 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: christopher.greco@kirkland.com allyson.smith@kirkland.com Debtors' Local Bankruptcy Counsel: Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. J. Machir Stull, Esq. Victoria N. Argeroplos, 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 mstull@jw.com vargeroplos@jw.com Debtors' Restructuring Advisor: TRIPLE P RTS, LLC Debtors' Financial Advisor & Investment Banker: LIVINGSTONE PARTNERS LLC Debtors' Claims, Noticing & Solicitation Agent and Administrative Advisor: STRETTO, INC. Estimated Assets (on a consolidated basis): $50 million to $100 million Estimated Liabilities (on a consolidated basis): $100 million to $500 million The petitions were signed by Jennifer Webster. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AFZ5PYQ/Center_for_Autism_and_Related__txsbke-23-90709__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Douglas Emmett 2000, LLC Lease $1,468,409 1299 Ocean Ave, Suite 1000 Obligation Santa Monica, CA 90401 Douglas Avalos, Real Estate Agent Tel: 310-255-7700 Email: davalos@douglasemmett.com 2. VWi Revenue Cycle AR & Billing $868,701 Management, Inc. Services 2211 Fruitville Road Sarasota, FL 34237 Robert Sherman, Chief Revenue Officer Tel: 941-363-5200 Email: rsherman@vwinc.com 3. Coverall North America Facility $588,963 2955 Momentum Place Services Chicago, IL 60689 Alan Harris, Vice President, National Accounts Email: confirmations@coverall.com 4. SHI International Corp. IT Services $480,753 290 Davidson Ave Sommerset, NJ 08873 Cameron Mulloy, Sales Account Manager Tel: 888-764-8888 Email: JOSHUA_ROSARIO@SHI.COM, cameron_mulloy@shi.com 5. Unlimited Technology IT Services $325,190 Systems, LLC 9280 Montgomery Road Suite 200 Cincinnati, OH 45242 Brian J. Gockerman, Chief Executive Officer Tel: 513-821-3012 Email: AR@UNLIMITEDSYSTEMS.COM 6. ServiceChannel Facility $300,000 6200 Stoneridge Mall Road Services Suite 450 Pleasanton, CA 94588 Brian Chase, General Counsel, Tel: 1-800-508-6695 Email: ar@servicechannel.com 7. Granite Telecommunications, LLC Utility $265,056 100 Newport Avenue Extension Services Quincy MA 2171 Rand Currier, Chief Operating Officer, Tel: 866-847-1500 Email: paymentcenter@granitenet.com 8. HumaneBITS (IBT) Credentialing $235,368 15925 Carmenita Road Services Cerritos, CA 90703 Neelam Chavan, Chief Technology Officer Tel: 562-203-1686 Email: contact@humanebits.com 9. Alight Solutions LLC 4 Overlook Point #4OP HRIS $226,858 Lincolnshire, IL 60069 Services Justin Mhley, Vice President Professional Services Tel: 224-737-7000 Email: carlos.rodriguez.3@alight.com, justin.mhley@alight.com 10. Jones Lang LaSalle Americas Inc Real Estate $207,799 200 East Randolph Drive Services 43 Floor Chicago, IL 60601 Mateusz Wujec, Lease Accounting Director Email: corp.ar@amjll.zendesk.com 11. Workday, Inc. IT Services $178,271 6110 Stoneridge Mall Road Pleasanton, CA 94588 Michael Magaro, Senior VP, Business Finance Tel: 1-877-967-5329 Email: accounts.receivable@workday.com, ar.collections@workday.com 12. Mitel Networks, Inc. Lease $172,751 1146 N Alma School Road Obligation Mesa, AZ 85201 Dan Watters, Manager of Global Real Estate Tel: 613-691-3649 Email: cashapp@mitel.com 13. G&C Mansell Investors, LLC Lease $165,000 1499 W. Palmetto Park Rd Obligation Ste. 415 Boca Raton, FL 33486 Anuj Grover, Managing Member Tel: 954-516-7001 14. MasterCorp Commercial Services Facility $136,656 PO BOX 80913 Services Phoenix AZ 85060 ATTN: Legal Department 15. Felix Continental LLC Lease $136,080 1219 Lomita Blvd., #208 Obligation Harbor City, CA 90710 Baiyan Li, Manager Email: reese.j@felixca.com 16. Omninet Hamilton, LP Lease $135,000 9420 Wilshire Blvd. Obligation Fourth Floor Beverly Hills, CA 90212 Michael Danielpour, Manager Email: albertk@omninet.com 17. Staples Advantage Supplies $130,843 Dept LA 1368- PO Box 660409 Provider Dallas, TX 75266-0409 ATTN: Legal Department Email: ARREmittance@staples.com 18. SingerLewak, LLP Tax Services $129,261 10960 Wilshire Blvd., #1100 Los Angeles, CA 90024 Amanda Schlank, Partner Email: aschlank@singerlewak.com, dcanales@singerlewak.com 19. Staples Technology Solutions IT Services $129,020 P.O. Box 95230 Chicago, IL 60694-523 Maria Barreto, Leasing Coordinator Email: ICGS.Accounting@staples.com, Maria.barreto@staples.com 20. The Siegfried Group, LLP Consulting $123,090 1201 N Market Street Services Suite 700 Wilmington, DE 19801 David Patterson, Controller Email: dpatterson@siegfriedgroup.com 21. 8700 Creekside, LLC Lease $112,766 2233 NW 23rd Ave., #100 Obligation Portland, OR 97210 Amy Einstein, Director of Asset Management Tel: 503-292-7733 Email: amye@edgedevelop.com liz@edgedevelop.com 22. AP Concord 575 Owner LLC Lease $110,000 93 Summer Street, 2nd Floor Obligation Boston, MA 02110 Kevin McCall, Chief Executive Officer Tel: 617-451-9800 Email: kmccall@paradigmprop.com 23. 1100 H Street, LLC Lease $104,013 1054 31st St NW, Suite 1000 Obligation Washington, D.C. 20007 Theodore Vogel, Director of Leasing Tel: 202-342-1054 Email: cherring@rbpropertiesinc.com 24. Cranbrook Realty Investment Lease $101,154 Fund, L.P. Obligation 4701 Sisk Road, Suite 101 Modesto, CA 95356 ATTN: Legal Department Tel: 209-549-4960 25. Marin Simgo, LLC Lease $100,000 4607 Lakeview Canyon Road #658 Obligation Westlake Village, CA 91361 Adrian Goldstein, Manager Tel: 818-636-0600 Email: accounting@simgo18.com 26. HireRight LLC HR Services $95,314 3349 Michelson Dr. Suite 150 Irvine, CA 92612 ATTN: Legal Department Email: billing@hireright.com 27. Abacus Technical Services LLC Professional $91,500 7800 Dallas Pkwy, Suite 300 Services Plano, TX 75024 Steve Gunner, Chief Executive Officer Email: Accounting@Abacustechnical.com 28. Cloudreach Inc. IT Services $86,980 330 North Wabash, 23rd Floor Chicago, IL 60611 Maddy Goldfarb, Head of Legal Email: finops@cloudreach.com, credit.control@CLOUDREACH.COM 29. Contra Costa Health Plan - Benefits $85,924 Medicaid Related 595 Center Avenue, Suite 100 Services Martinez, CA 94553 Sharron Mackey, CEO, Contra Costa Health Plan Tel: 925-313-6000 Email: providerrelations@cchealth.org 30. PricewaterhouseCoopers LLP Professional $84,100 PO Box 952282 Services Dallas, TX 75395-2282 David Bohl, Deals Partner Tel: 614-477-0691 Email: david.a.bohl@pwc.com, david.stainback@pwc.com CHARLES LAU: Court OKs Cash Collateral Access Thru July 11 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Wisconsin authorized Charles Lau DDS MSD LLC to use cash collateral on an interim basis in accordance with the budget, through July 11, 2023. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to operate its business during the reorganization and meet its ordinary business expenses. Wells Fargo Practice Finance is the holder of a Master Loan and Security Agreement dated October 2, 2018. The balance due on the Loan Documents is approximately $428,000 as of the Petition Date. The loans made by Wells Fargo to the Debtors are secured by all assets of the Debtor. As security for the Debtor's obligations to Wells Fargo, the Debtor pledged all of its accounts, chattel paper, other rights to payment, inventory, equipment, general intangibles and contract rights, together with all substitutions and replacements. Wells Fargo properly perfected its lien on the Collateral. As of the Petition Date, the total value of the Collateral, which Wells Fargo asserts a properly perfected, first-position security interest in, is $69,929 -- taking into account specific pledges to other secured creditors and PMSI balances on certain equipment -- consisting of: 1. Depository Accounts/Cash on Hand: $21,231 2. Accounts Receivable: $34,613 3. Inventory: $500 4. Furniture and Office equipment: $200 5. Dental Equipment: $13,385 Wells Fargo Bank N.A will be granted a replacement lien in all post-petition generated cash collateral of the Debtor, including accounts receivable and any inventory purchases. A final hearing on the matter is set for July 11, 2023 at 3:30 p.m. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=siAU16 from PacerMonitor.com. The Debtor projects total general and administrative expenses, on a monthly basis, as follows: $15,939 for June 2023; $16,565 for July 2023; and $19,110 for August 2023 About Charles Lau DDS MSD LLC Charles Lau DDS MSD LLC's business operations consist of a dental practice doing business as Wisconsin Dental Wellness, which is the primary source of its income. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wis. Case No. 23-10874) on May 25, 2023. In the petition signed by Charles Lau, the owner, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Judge Thomas M. Lynch oversees the case. John P. Driscoll, Esq., at Krekeler Law, S.C., represents the Debtor as legal counsel. CHARLES LAU: Seeks Approval to Hire LME Accounting LLC ------------------------------------------------------ Charles Lau DDS MSD LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to hire Lynette Eickhoff, CPA and LME Accounting LLC as its accountants. The accountants will be assisting the Debtor in the preparation and filing of all of Debtor’s tax returns, to determine the tax implications of a potential sale of real estate; monthly financial reports including balance sheets; income statements; accounts receivable and accounts payable. The firm's rates range from $100 to $150 per hour. Ms. Eickhoff, an accountant at LME, assured the court that the firm is a "disinterested person" within the meaning of Sections 101(14) and 327 of the Bankruptcy Code. The firm can be reached through: Lynette Eickhoff, CPA LME Accounting LLC 3632 Earlwyn Rd Cottage Grove, WI 53527-9413 About Charles Lau DDS MSD Charles Lau DDS MSD LLC's business operations consist of a dental practice doing business as Wisconsin Dental Wellness, which is the primary source of its income. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wis. Case No. 23-10874) on May 25, 2023. In the petition signed by Charles Lau, the owner, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. John P. Driscoll, Esq., at Krekeler Law, S.C., represents the Debtor as legal counsel. CHARLES LAU: William Wallo Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 11 appointed William Wallo of Bakke Norman, S.C. as Subchapter V trustee for Charles Lau DDS MSD, LLC. Mr. Wallo will be paid an hourly fee of $375 for his services as Subchapter V trustee, for his legal assistant, Ann Clarkson, at a rate of $150.00 per hour, and will be reimbursed for work-related expenses incurred. Mr. Wallo 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 E. Wallo, Esq. Bakke Norman, S.C. 7 South Dewey Street, Suite 220 Eau Claire, WI 54701 Phone: (715) 514-4258/(715) 231-8024 Email: wwallo@bakkenorman.com About Charles Lau DDS MSD Charles Lau DDS MSD, LLC's business operations consist of a dental practice, which is the primary source of its income. The company conducts business under the name Wisconsin Dental Wellness. Charles Lau DDS MSD sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wis. Case No. 23-10874) on May 25, 2023, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Charles Lau, owner, signed the petition. Judge Catherine J. Furay oversees the case. John P. Driscoll, Esq., at Krekeler Law, S.C., represents the Debtor as legal counsel. CITRIN COOPERMAN: $147M Bank Debt Trades at 20% Discount -------------------------------------------------------- Participations in a syndicated loan under which Citrin Cooperman Advisors LLC is a borrower were trading in the secondary market around 80.3 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $147 million facility is a Term loan that is scheduled to mature on November 13, 2027. About $35 million of the loan is withdrawn and outstanding. The Company's country of domicile is the United States. CITRUS GROVE: S&P Cuts 2014A Housing Revenue Bond Rating to 'BB' ---------------------------------------------------------------- S&P Global Ratings lowered its rating on the Public Finance Authority, Wis.' series 2014A multifamily housing revenue bonds, issued for FFAH Citrus Grove, Fla. and FFAH East Winds apartments, N.C., one notch to 'BB' from 'BB+'. The outlook is stable. "The rating action reflects our opinion of weaker finances that resulted in a very weak coverage and liquidity reserves assessment and our expectation that it will likely remain very weak during the one-year outlook period," said S&P Global Ratings credit analyst Emily Avila. S&P said, "The stable outlook reflects S&P Global Ratings' expectation that our assessment of key credit factors will remain in line with the current rating during the one-year outlook period. While we believe fiscal 2023 DSC will likely remain below 1.1x, we do not expect it to deteriorate to a level commensurate with a lower rating during that time. The ownership entity has indicated that it is dedicated to funding capital repairs, which should improve the property's physical condition and related assessment, and which we view as a credit positive, this will result in higher expenses and lower DSC in the near term." COMPASS MINERALS: S&P Alters Outlook to Stable, Affirms 'BB-' ICR ----------------------------------------------------------------- S&P Global Ratings revised the outlook on Compass Minerals International Inc. (Compass) to stable from negative and affirmed its 'BB-' issuer credit rating on the company. S&P said, "Concurrently, we assigned our 'BB+' issue-level rating and '1' recovery rating to the company's senior secured debt, including the newly issued $200 million term loan A due 2028. Our 'B+' issue-level rating and '5' recovery rating on the company's senior unsecured debt are unchanged. "The stable outlook reflects our expectation that the company's focus on a more profitable sales location mix will lead to a modest recovery in Compass' EBITDA margins and profitability over the next 12 months. "Compass' margins and EBITDA could likely increase, spurred mainly by price increases. We expect EBITDA margins and adjusted EBITDA of 18%-19% and $200 million-$220 million, respectively, in fiscal 2023, which compares favorably with EBITDA margins and adjusted EBITDA of 15.3% and $190.3 million, respectively, recorded last year. As of first-half 2023, Compass recorded price increases of 11%-12% in the salt segment, which resulted from the favorable prices secured last year during the 2022-2023 highway deicing salt tender season. We believe these increases will more than offset our expectation of a 10%-13% decline in salt volumes in fiscal 2023 partly due to a milder winter in Compass' key markets. Our expectation of margin expansion and EBITDA recovery is also premised on the company's focus on more profitable markets and a favorable sales location mix, as opposed to the volumes-focused approach, which together with very high inflation, led to a steep decline in margins last fiscal year. Volumes in the plant and nutrition segment will decrease in fiscal 2023 due to suboptimal 2022 evaporation season yielding fewer sulphate of potash (SOP) tons and weak demand from farmers because floods hindered smooth farming operations in some of the company's major markets. However, we anticipate its leading market position will enable the company to use its pricing power to maintain higher prices, which should partially offset the negative impact of weak demand in this segment. Furthermore, the acquisition of the remaining shares of Fortress North America LLC, a next-generation fire retardant company, will result in additional low double-digit percentage EBITDA for Compass in fiscal 2023." Lower net debt could drive down leverage close to 4x in fiscal 2023. As of March 31, 2023, Compass paid off the $151.5 million balance outstanding on its RCF. In May 2023, the company refinanced and upsized the RCF to $375 million from $300 million and issued a new five-year $200 million term loan A. The company used the proceeds from the transaction, including $50 million of drawings under the new RCF and cash, to repay the $16.9 million balance of the old term loan A and to fully redeem its $250 million 4.875% senior notes due in 2024. Compass also received a net equity investment of about $240 million from Koch Minerals & Trading LLC (KM&T) from which it purports to use about $40 million to reduce debt. Moreover, the company will benefit from S&P's assumption of full cash netting against debt following the sale of its South American operations. Before this, unfavorable exchange rates between the Brazilian Real and the U.S. dollar made it unprofitable for the company to repatriate most of its cash to the U.S. As a result, S&P anticipates leverage will improve close to 4x in fiscal 2023. Compass continues to execute a conservative financial policy. Following the identification of lithium brine and of a lithium carbonate equivalent, Compass publicly stated its intention to use nondebt sources to finance these new business lines. As previously mentioned, it secured net proceeds of about $240 million in equity investment from KM&T. The company plans to use about $200 million of these net proceeds to fund the capital expenditure (capex) associated with the lithium development project and expects commercial scale production to begin in 2025. S&P said, "As result, we expect these funds will bolster the company's liquidity and help finance the negative free operating cash flow (FOCF) deficits that we expect will arise from increased capex spending in 2023. Specifically, we anticipate the company will spend about $150 million-$175 million on capex in 2023 , which could translate into negative FOCF of about $80 million-$100 million for the year. In addition, as part of the previously mentioned refinancing transaction, Compass negotiated for the removal of certain provisions that would hinder its ability to raise other sources of funds for the lithium project. Still, we assume Compass will continue with its moderate shareholder distributions of about $20 million-$25 million in fiscal 2023." S&P said, "The stable outlook reflects our expectation of a modest recovery in EBITDA margins in the 18%-19% range over the next 12 months as the focus on a favorable sales location mix will help offset expected volume declines. We anticipate adjusted EBITDA will also increase by 5%-15%, which could result in leverage declining close to 4x. Despite the expected negative free cash flow in 2023, we believe Compass will have adequate liquidity sources to cover the increased capex associated with the lithium development project. "We could lower our rating on Compass if its leverage rises above 5x without a clear and quick pathway to delever over the next 12 months. We believe this could occur if the company takes on additional debt or hybrid capital that we consider as having low equity content to fund the development of the lithium business or the company consistently generates negative free operating cash flows which are financed with debt. "We could raise our rating on Compass over the next 12 months if we believe the company can sustain leverage below 3x. This could occur if Compass' EBITDA increased by at least 35% at the current debt levels or its gross margins exceeded 35% due to a continuous focus on favorable sales location mix." ESG credit indicators: E-3, S-2, G-2 CROSS COUNTRY HEALTHCARE: $175M Bank Debt Trades at 19% Discount ---------------------------------------------------------------- Participations in a syndicated loan under which Cross Country Healthcare Inc is a borrower were trading in the secondary market around 81.3 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $175 million facility is a Term loan that is scheduled to mature on June 8, 2027. About $73.9 million of the loan is withdrawn and outstanding. Cross Country Healthcare provides healthcare staffing services in the United States. The Company offers travel nurse and allied health, per diem nurse, and clinical research trials staffing. Cross Country Healthcare provides placement of allied healthcare professionals such as radiology technicians and rehabilitation therapists. DELPHI BEHAVIORAL: Brightwood Ups DIP Loan, Extends Maturity Date ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, approved an amendment to the DIP financing facility entered into by Delphi Behavioral Health Group, LLC and its debtor-affiliates. Delphi Intermediate Healthco, LLC is permitted to (a) extend the maturity date of the DIP Facility by five weeks through and including July 11, 2023, and (b) increase the DIP Facility by $1.5 million, from its existing maximum principal amount of $13 million up to the aggregate principal amount of $14.5 million, pursuant to and subject to the terms of the Second DIP Credit Agreement Amendment and the Second Supplemental Final DIP Order. Brightwood Loan Services, LLC is the administrative agent under the DIP Credit Agreement. The DIP Facility approved by the Interim DIP Order and Final DIP Order was scheduled to mature June 6, 2023, which is 120 days from the Petition Date. On May 16, 2023, the Court entered an Order confirming the amended joint Plan of Liquidation. The closing of the section 363 sale of assets previously approved by the Court was anticipated to occur June 9. The Debtors estimate that the effective date of the Plan will occur 3 to 4 weeks after the closing of the asset sale in order that the transition of the Debtors' operations can be properly and timely accomplished. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=35mDte from PacerMonitor.com. The Debtor projects total disbursements, on a weekly basis, as follows: $502,872 for the week ending June 2, 2023; $3,163,687 for the week ending June 9, 2023; $561,287 for the week ending June 16, 2023; $796,598 for the week ending June 23, 2023; $444,555 for the week ending June 23, 2023. About Delphi Behavioral Health Group, LLC Delphi Behavioral Health Group, LLC and several affiliated entities sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-10945) on February 6, 2023. In the petition signed by Edward A. Phillips, interim chief executive officer, the Debtors disclosed up to $10 million in assets and up to $10 million in liabilities. Delphi Behavioral Health Group provides a range of inpatient and outpatient behavioral healthcare services in the substance use disorder, addiction and mental health treatment space. Headquartered in Fort Lauderdale, Florida, Delphi and its affiliates operated 12 clinical facilities and two recovery residences prior to the Petition Date, throughout California, Florida, Maryland, Massachusetts and New Jersey. The levels of care provided at the clinical facilities range from inpatient and residential to outpatient (partial hospitalization), intensive outpatient programming and outpatient programming. Judge Peter D. Russin oversees the case. The Debtors tapped Berger Singerman LLP as legal counsel, Getzler Henrich and Associates as restructuring services provider, and Epiq Corporate Restructuring, LLC as notice and claims agent. Brightwood Loan Services, LLC, the Administrative Agent for the Prepetition Lenders and the Administrative Agent for the DIP Lenders, is represented by Roger Schwartz, Esq., Pete Montori, Esq., and Robert Nussbaum, Esq. at King & Spalding LLP. On May 16, 2023, the Court entered an Order confirming the amended joint Plan of Liquidation for the Debtors. DEYO ENTERPRISES: Court OKs Final Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Deyo Enterprises, Inc. d/b/a Supercuts, to use cash collateral on a final basis in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to continue business operations. Ameris Bank asserts a duly perfected security interest in all of the Debtor's property, and assets, including the proceeds thereof, by virtue of Loan Authorization and Agreement, Note, and Security Agreement, dated December 2019. The original principal amount of the loan was $601,500. As of the Filing Date, the Debtor was indebted to Ameris in the approximate amount of $487,215. The Small Business Administration asserts a duly perfected security interest in all of the Debtor's property, and assets, including the proceeds thereof, by virtue of Loan Authorization and Agreement, Note, and Security Agreement, dated April 23, 2022. The original principal amount of the loan was $375,000. As of the Filing Date, the Debtor was indebted to the SBA in the approximate amount of $389,878. The Debtor acknowledges the Debtor's repayment obligations under the Loan Agreements and that Ameris and the SBA assert secured interests by, inter alia, liens and security interests in all of the Debtor's cash and cash equivalents, by virtue of UCC-1 Financing Statement. In addition to the existing rights and interests of Ameris and the SBA and for the purpose of adequately protecting Ameris and the SBA from Collateral Diminution, Ameris and the SBA are granted replacement liens in the cash collateral, to the extent the liens were valid, perfected and enforceable as of the Filing Date and in the continuing order of priority of the Prepetition Liens without determination as to the nature, extent and validity of said prepetition liens and claims, and solely to the extent Collateral Diminution occurs during the Chapter 11 case, subject to: (i) the claims of Chapter 11 professionals duly retained and to the extent awarded pursuant to sections 330 or 331 of the Bankruptcy Code or pursuant to any monthly fee order entered in the Chapter 11 case; and (ii) the payment of any claim of any subsequently appointed Chapter 7 Trustee to the extent of $10,000. The Debtor's authorization to use cash collateral and Ameris and the SBA's consent thereto, will immediately terminate without further Order on the earlier of: (a) the entry of and order granting Ameris, the SBA, or any party other than Ameris or the SBA, relief from the automatic stay with respect to any property of the Debtor in which Ameris or the SBA claims a lien or security interest, whether pursuant to the Order or otherwise; (b) the entry of an order dismissing the Chapter 11 proceeding or converting the proceeding to a case under Chapter 7 of the Bankruptcy Code; (c) the entry of an order confirming a plan of reorganization; or (e) the entry of an order by which the Consent Order is reversed, revoked, stayed, rescinded, modified or amended without the consent of Ameris or the SBA thereto. A copy of the Court's order is available at https://urlcurt.com/u?l=pQJQ3p from PacerMonitor.com. About Deyo Enterprises, Inc. Deyo Enterprises, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22323) on May 2, 2023. In the petition signed by Valdy Murawski, chief executive officer, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Sean H. Lane oversees the case. James J. Rufo, Esq., at the Law Office of James J. Rufo, represents the Debtor as legal counsel. DIOCESE OF ROCHESTER: Dowd, Sweeney Advise 3 Abuse Claimants ------------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the Law Offices of Michael G. Dowd and Sweeney Reich & Bolz filed a verified statement to disclose that they are representing three sexual abuse claimants in the Chapter 11 case of the Diocese of Rochester. The Clients each hold general unsecured claims against the Diocese of Rochester, certain non-debtor Parishes, or Religious Order Organizations arising from childhood sexual abuse at the time the Clients were parishioners/students within the Diocese of Rochester and the applicable Parishes and Religious Order Organizations. The names of the Clients were redacted from publicly available court filings. The firms can be reached at: Gerard J. Sweeney, Esq. SWEENEY, REICH & BOLZ 1981 Marcus Avenue, Suite 200 Lake Success, NY 11042 Tel: (718) 459-9000 E-mail: mreich@srblawfirm.com - and - Michael G. Dowd, Esq. MICHAEL G. DOWD 1981 Marcus Avenue, Suite 200 Lake Success, NY 11042 Tel: (212) 751-1640 Email: michaelgdowd@gmail.com About The Diocese of Rochester The Diocese of Rochester in upstate New York provides support to 86 Roman catholic parishes across 12 counties in upstate New York. It also operates a middle school, Siena Catholic Academy. The diocese has 86 full-time employees and six part-time employees and provides medical and dental benefits to an additional 68 retired priests and two former priests. The diocese generated $21.88 million of gross revenue for the fiscal year ending June 30, 2019, compared with a gross revenue of $24.25 million in fiscal year 2018. The Diocese of Rochester filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave of lawsuits over alleged sexual abuse of children. In the petition, the diocese was estimated to have $50 million to $100 million in assets and at least $100 million in liabilities. Bond, Schoeneck & King, PLLC and Bonadio & Co. serve as the diocese's legal counsel and accountant, respectively. Stretto is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the diocese's Chapter 11 case. Pachulski Stang Ziehl & Jones, LLP and Berkeley Research Group, LLC serve as the committee's legal counsel and financial advisor, respectively. DIOCESE OF ROCHESTER: Lipsitz Green Advises 7 Abuse Claimants ------------------------------------------------------------- In the Chapter 11 case of the Diocese of Rochester, Lipsitz Green Scime Cambria LLP filed a verified statement in accordance with Rule 2019 of the Federal Rules of Bankruptcy Procedure, disclosing that it represents seven individual sexual abuse claimants. The Lipsitz Green Sexual Abuse Claimants are identified by their Sexual Abuse Proof of Claim Numbers: CC350; CC356; CC358; CC359; CC362; CC433; and CC474. The names and addresses of the confidential sexual abuse Claimants are onlyy available to permitted parties who have executed a confidentiality agreement and have access to the Sexual Abuse Proof of Claims. The law firm of Slater Slater Schulman LLP, 909 Third Avenue, 28th Floor, New York, New York 10022, and The Fink Law Firm PC, 401 Franklin Avenue, Suite 210, Garden City, New York 11530, are co-counsel with respect to sexual abuse Claimants: CC350; CC356; CC359; CC362; CC433; and CC474, and will share in the net attorney fees. The law firm of Friedman & Ranzenhofer, P.C., 74 Main Street, P.O. Box, 31, Akron, New York 14001, was a referring law firm with respect to sexual abuse Claimant CC358, and net attorney fees will be shared between Lipsitz Green and Friedman & Ranzenhofer, P.C. Lipsitz Green has not entered into any litigation financing agreement with any third parties respecting fees or costs in these cases. The firm can be reached at: Amy C. Keller, Esq. LIPSITZ GREEN SCIME CAMBRIA LLP 42 Delaware Avenue, Suite 120 Buffalo, NY 14202-3924 Telephone: (716) 849-1333 E-mail: akeller@lglaw.com About The Diocese of Rochester The Diocese of Rochester in upstate New York provides support to 86 Roman catholic parishes across 12 counties in upstate New York. It also operates a middle school, Siena Catholic Academy. The diocese has 86 full-time employees and six part-time employees and provides medical and dental benefits to an additional 68 retired priests and two former priests. The diocese generated $21.88 million of gross revenue for the fiscal year ending June 30, 2019, compared with a gross revenue of $24.25 million in fiscal year 2018. The Diocese of Rochester filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave of lawsuits over alleged sexual abuse of children. In the petition, the diocese was estimated to have $50 million to $100 million in assets and at least $100 million in liabilities. Bond, Schoeneck & King, PLLC and Bonadio & Co. serve as the diocese's legal counsel and accountant, respectively. Stretto is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the diocese's Chapter 11 case. Pachulski Stang Ziehl & Jones, LLP and Berkeley Research Group, LLC serve as the committee's legal counsel and financial advisor, respectively. EQM MIDSTREAM: Fitch Puts 'BB' LongTerm IDR on Watch Positive ------------------------------------------------------------- Fitch Ratings has placed the ratings of EQM Midstream Partners, LP (EQM) on Rating Watch Positive (RWP) following the signing of the Fiscal Responsibility Act on June 3, 2023. EQM's Long-Term Issuer Default Rating (IDR) is 'BB'. The revolver and senior unsecured notes ratings have been affirmed at 'BB'/'RR4'. Prior to this event, Fitch viewed the uncertainties around project timeline and execution of Mountain Valley Pipeline (MVP) as a significant bearing on EQM's credit profile. The Fiscal Responsibility Act essentially clears the legal hurdles for the pipeline completion and provides visibility to MVP's in-service date. Fitch anticipates that pipeline construction will effectively be completed by November 2023, with commercial service provided to customers starting on approximately Jan. 1, 2024. The RWP is expected to be resolved upon the achievement of substantial completion of MVP construction. KEY RATING DRIVERS Visibility into MVP Completion: A large part of EQM's growth and balance sheet improvement is dependent upon MVP, which has encountered continuous delays and significant cost overruns due to permitting and environmental challenges. The surprise approval of the pipeline in the debt ceiling deal is expected to revitalize the stagnant constructions and EQM's deleveraging plan. With lowered execution risks, MVP is anticipated to be in service on approximately Jan. 1, 2024. Fitch expects leverage to remain elevated at YE 2023 until MVP is placed in-service, but to decline to approximately 4.7x in 2024. Counterparty Credit Profile: EQT Corporation (EQT; BBB-/Stable) is EQM's primary counterparty and contributed 61% of EQM's 2022 revenues. Fitch expects EQT to remain EQM's largest customer over the forecast period while EQM continues to provide strategically important midstream infrastructure to the producer. EQT's operational and financial strength influence EQM's credit profile due to strong operational alignment between the two companies. EQT's rating and Outlook also have credit implications for EQM. EQT was upgraded to investment-grade in 2022, yet EQM's ratings remained constrained by the MVP overhang. Gathering Contracts with EQT: Under the 2020 renegotiated EQT gathering contract, EQM benefits from a longer-term schedule of higher minimum volume commitments (MVCs), a global MVC rate, Pennsylvania and West Virginia acreage dedications and capex protections, subject to MVP being placed in-service. In July 2022, EQT waived $235 million in aggregate future rate relief in exchange for a $196 million cash payment due to the delay in MVP's in-service date. Fitch views the contract with EQT as credit positive given the higher MVCs and contract extension. Limited Geographic and Counterparty Diversification: EQM's business lines and geographic diversities are limited due to its strong ties with EQT's production in the Appalachian region. In Fitch's view, single-basin operators with large customer concentration are typically exposed to outsized event risk, which could be triggered by an operating issue at the large customer or any production volatilities in the single basin. Despite its location in one of U.S.' most prolific gas basins, EQM's growth is constrained by the flat to moderate production growth of its E&P customers over Fitch's forecast period. Producers in the region continue to maintain capital discipline and prioritize FCF in the backdrop of natural gas price volatility, basin takeaway constraints, and macro-economic uncertainties. Revenues from Long-Term Capacity Reservation Payments: EQM's operations are supported by long-term contracts with firm reservation in both gathering and transmission segments. As of Dec. 31, 2022, the company's firm gathering contracts and firm transmission and storage contracts have a weighted remaining life of approximately 14 years and 12 years, respectively. Approximately 71% of 2022 revenue was from firm reservation fees, increased from 64% in 2021. Once MVP is placed in-service, Fitch expects the MVC percentage to stay approximately at the 2022 level, if not higher, given the additional MVCs under EQT contract. This contract structure adds stability to cash flows and protection from volumetric risk. DERIVATION SUMMARY EQM operates in the Appalachian basin and has material, concentrated counterparty exposure to EQT. EQM has larger EBITDA than EnLink Midstream LLC (BBB-/Stable). Both generate over $1.0 billion in annual EBITDA. EnLink operates in multiple basins, and EQM has lower business risk gas-transportation assets in its portfolio. EQM exhibits higher leverage compared with EnLink, for which Fitch expects YE 2023 leverage at 4.0x. Due to the execution challenges of the multi-year MVP project, Enlink is better positioned than EQM, where Fitch expects leverage to remain elevated until MVP is in service. Fitch expects leverage of approximately 5.6x for end-2023 and about 4.7x in 2024. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer - Fitch price deck for Henry Hub prices of $3.25/mcf in 2023, $2.75/mcf in 2024 and $2.50/mcf thereafter; - MVP is in service starting Jan. 1, 2024 and non-recourse MVP project financing occurs after Dec. 31, 2023; - No dividend growth expected in forecast period; - No acquisitions, asset sales or equity issuance assumed. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - The ratings are sensitive to the timing of MVP in-service date. The smooth execution of MVP's construction plan in the near term could result in the removal of the RWP and a positive rating action; - Post MVP completion, EQM's ratings may be upgraded to be close to EQT. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Significant delay or cost overrun in MVP's construction; - Leverage (total debt with equity credit/adjusted EBITDA) of over 5.5x for a sustained period; following the EQM buy-in transaction, the 5.5x leverage is calculated by referencing Equitrans Midstream Corporation's (ETRN) consolidated leverage, in accordance with the consolidated credit profile treatment under Fitch's Parent-Subsidiary linkage (e.g. adding the deemed debt portion of the new ETRN preferred shares to EQM debt); - Dividend coverage ratio below 1.0x on a sustained basis; - A change in operating profile such that EQM introduces a material amount of non-fee-based contracts for its gathering business; - Impairments to liquidity; - A change in the financial policies set by ETRN that is materially adverse to EQM's credit quality. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of Dec. 31, 2022, EQM had approximately $1.99 billion in liquidity. Cash on balance sheet was approximately $68 million, in addition to the $1.92 billion available under the $2.16 billion revolver (availability is after recognizing credit extensions of $235 million related to the issuance of letters of credit). As of Dec. 31, 2022, EQM was in compliance with its covenants. Fitch notes that the definition of leverage under the bank agreement is different to its own definition of leverage. Fitch expects EQM to maintain compliance with its covenants in the near term. On April 22, 2022, the credit facility was extended through April 2025 and amended to reduce the facility size to $2.16 billion through October 2023 and $1.55 billion from October 2023 through April 2025. Among other adjustments, the leverage covenant was updated through the extension date such that leverage cannot exceed 5.5x with a maximum leverage of 5.85x for four quarters beginning with mobilization for MVP forward construction. Fitch believes these adjustments provide EQM with headroom during a high MVP-related capex period and delays to MVP in-service date slow deleveraging. ISSUER PROFILE EQM is a wholly owned subsidiary of ETRN. The company owns and operates gathering, transmission, and water assets in the Appalachian basin, providing services to producers, local distribution companies and marketers. ESG CONSIDERATIONS EQM has an ESG Relevance Score of '4' for Exposure to Social Impacts due to continued environmental permitting challenges for MVP, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Fitch expects the score revised to '3' once MVP construction is substantially completed. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- EQM Midstream Partners, LP LT IDR BB Rating Watch On BB senior unsecured LT BB Affirmed RR4 BB ERNIE'S AUTO: Amends Unsecured Claims Pay Details ------------------------------------------------- Ernie's Auto Detailing, Inc., submitted a First Amended Small Business Plan of Reorganization dated June 6, 2023. On September 13, 2022, the Debtor filed its proposed plan of reorganization which was contested by the IRS and DOL due to the Debtor's attempts to seek a release of claims against Ernie and others personally. Since the proposed plan sought third party releases, the DOL requested extensive information from Ernie, personally. The Debtor has decided to no longer seek third party releases. The Debtor has submitted this first amended plan to resolve those objections. In 2019, Ernie borrowed $234,000 from the Debtor. Ernie has only paid $10,000 leaving a balance of $224,000. Ernie acknowledges his personal responsibility and upon confirmation, Ernie will pay $100,000 towards that obligation and execute a promissory note in the amount of $124,000 with an interest rate of 3.5% and make monthly installments of no less than $750.00 a month until the balance is paid in full. The Debtor will make quarterly installments ranging from $7,500 to $20,000 for a 5-year period for distributions to impaired unsecured creditors. Distributions will total $60,000 annually and $300,000 over life of plan. Buenaventura Decena (a/k/a "Ernie") will sell $100,000 of assets to be contributed towards his $224,000 loan from the Debtor. Ernie will also execute a promissory note in the amount of $124,000 to reimburse the Debtor for his personal loan. In exchange for receipt of distributions, creditors will release the reorganized debtor of any further liability except for its obligations set forth in this plan of reorganization. Class 1 consists of General Unsecured Claims. The Debtor will pay all Allowed General Unsecured Claims in Quarterly installments over a five (5) year period commencing on the Effective Date as follows: (i) $20,000 on September 30th (ii) $15,000 on December 31st; (iii) $7,500 on March 30th; and $17,500 on June 30th. The figures will increase at a rate of 5% per annum commencing September 30, 2024. The Debtor will collect the approximately $100,000 from Ernie within 90 days of confirmation towards his $224,000 note. The remainder of plan payments will come from revenues from the Debtor's on going business operations. On Confirmation of the Plan, all property of the Debtor will revert, free and clear of all Claims except as provided in the Plan, to the Debtor. The Debtor expects to have sufficient cash on hand to make all administrative payments required in the Plan. Priority claims will be paid first from Mr. Decena's contribution with the remainder to be paid to unsecured creditors on a pro rata basis. A full-text copy of the First Amended Plan dated June 6, 2023 is available at https://urlcurt.com/u?l=1MFH5Y from PacerMonitor.com at no charge. Counsel for Debtor: Donald F. Campbell, Jr., Esq. Giordano, Halleran & Ciesla, P.C. 125 Half Mile Road, Suite 300 Red Bank, NJ 07701 Tel: 732 741 3900 About Ernie's Auto Ernie's Auto Detailing, Inc., provides auto detailing services for automotive dealerships in New York and New Jersey. The Debtor filed Chapter 11 Petition (Bankr. D.N.J. Case No. 21-19015) on November 22, 2021. The Debtor is represented by Donald F. Campbell, Jr., Esq. Of GIORDANO, HALLERAN & CIESLA, P.C. ESOURCE RESOURCES: Dennis Perrey Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 10 appointed Dennis Perrey as Subchapter V trustee for Esource Resources, LLC. The Subchapter V trustee can be reached at: Dennis J. Perrey P.O. Box 8232 Evansville, IN 47716 812.630.5823 Email: dennis.perrey@yahoo.com About Esource Resources Esource Resources, LLC offers advisory services for optimal project, budget, and resource planning and roadmapping; software selection assistance; infrastructure refresh planning and execution; program integration; software build and testing; and training. The company is based in Indianapolis, Ind. Esource Resources filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-02263) on May 26, 2023, with $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Eddie Rivers, Jr., president, signed the petition. Judge James M. Carr oversees the case. KC Cohen, Esq., at KC Cohen, Lawyer, PC, represents the Debtor as legal counsel. GABY INC: Won't Proceed with Proposed HempFusion Transaction ------------------------------------------------------------ GABY Inc., a California consolidator of cannabis dispensaries and the parent company of San Diego's Mankind Dispensary ("Mankind"), on June 9 disclosed that it will not be proceeding with the proposed transaction with HempFusion Wellness Inc. ("HempFusion") as announced in the Company's news release on April 28, 2023. As per HempFusion's press release dated June 1, 2023, HempFusion has ceased its manufacturing, research, and development operations, has terminated the majority of its employees, and will no longer be shipping its products and accepting any new orders. HempFusion is exploring its options under applicable bankruptcy and insolvency legislation. About GABY GABY Inc. (CSE:GABY)(OTCQB:GABLF) -- http://www.GABYInc.com/-- is a California-focused retail consolidator and the owner of Mankind Dispensary, one of the oldest licensed dispensaries in California. Mankind Dispensary is a well-known and highly respected dispensary with deep roots in the California cannabis community operating in San Diego. GABY curates and sells a diverse portfolio of products, including its own proprietary brands, Kind Republic(TM) Dank Space(TM) and Lulu's(TM) through Mankind, a pioneer in the industry with a strong management team with experience in retail, consolidation, and cannabis. GABY is poised to grow its retail operations both organically and through acquisitions. GABY's common shares trade on the Canadian Securities Exchange (the "CSE") under the symbol "GABY" and on the OTC under the symbol "GABLF". GLOBAL FOOD: EUR245M Bank Debt Trades at 16% Discount ----------------------------------------------------- Participations in a syndicated loan under which Global Food Solutions Sarl is a borrower were trading in the secondary market around 84.2 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The EUR245 million facility is a Term loan that is scheduled to mature on February 11, 2028. Global Food Solutions is a progressive food service partner, uniquely positioned to create affordable and inspired foods. GRACE YOUTH: Seeks to Hire Keller Williams Realty as Broker ----------------------------------------------------------- Grace Youth and Family Foundation seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Keller Williams Realty as its real estate broker. The Debtor requires the assistance of a real estate broker to facilitate the sale of its property located at 100 Center Ave., Butler, Pa. Keller will get a commission of 6 percent of the gross purchase price of the property and a $500 administrative fee if the property is sold. Philip LaMay of Keller Williams Realty disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Keller Williams Realty can be reached at: Philip LaMay Keller Williams Realty 11269 Perry Highway Wexford, PA 15090 Phone: 412-418-8241 Email: philliplamay@kw.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. William Krieger, managing director at Gleason, has been appointed as Subchapter V trustee. Judge Deller oversees the case. The Debtor is represented by David L. Fuchs, Esq., at Fuchs Law Office, LLC. GREEN PROPERTY: Taps Gus Michael Farinella as Bankruptcy Counsel ---------------------------------------------------------------- Green Property Management LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the Law Offices of Gus Michael Farinella, P.C. as its bankruptcy counsel. The firm's services include: a. providing the Debtor with legal advice regarding its powers, duties and the continued management of its property and affairs; b. negotiating with creditors and working out a plan of reorganization, and taking the necessary legal steps in order to effectuate such a plan; c. preparing legal papers; d. appearing before the bankruptcy court; e. attending meetings and negotiating with representatives of creditors and other parties in interest; f. advising the Debtor in connection with any potential refinancing of secured debt and any potential sale of its business; g. representing the Debtor in connection with obtaining post-petition financing; h. taking any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and i. performing all other necessary legal services for the Debtor. The firm will be paid at these rates: Attorneys $375 to $600 per hour Paraprofessionals $150 per hour The firm received a retainer in the amount of $15,000. As disclosed in court filings, the Law Offices of Gus Michael Farinella is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gus Michael Farinella, Esq. Law Offices of Gus Michael Farinella 110 Jericho Tpke â€“ Suite 100 Floral Park, NY 11001 Tel: (516) 326-2333 Fax: (516) 305-5566 Email: gmf@lawgmf.com About Green Property Management Green Property Management LLC owns a property located at 203 Harvard Street Hempstead, New York valued at $680,000. Green Property Management LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-71225) on April 11, 2023. In the petition filed by Desmond D'Souza, as member, the Debtor reported total assets of $695,107 and total liabilities of $1,082,731. The petition states that funds will be available to unsecured creditors. The case is overseen by Honorable Bankruptcy Judge Louis A Scarcella. Ronald J. Friedman has been appointed as Subchapter V trustee. The Debtor is represented by Gus Michael Farinella, Esq. at the Law Offices of Gus Michael Farinella PC. GULF COAST: Unsecureds to Split $10K In Liquidating Plan -------------------------------------------------------- Gulf Coast Transportation, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida a Subchapter V Plan of Liquidation dated June 6, 2023. The Debtor is a Florida corporation that owns and operates a taxicab service in the Tampa Bay Area. The Debtor's business operations are located at 1701 W. Cass Street, Tampa, Florida 33606, which it leases from Cass Street Group, LLC, which is owned and operated by Michael Gaddis, one of the Debtor's shareholders. The Debtor's principal place of business is in Tampa, Florida. The Debtor has suffered a decline in business due to a decrease in demand following increases in competition with ride-sharing services, such as Uber and Lyft. Further, until recently, the Debtor held a contract with the Tampa Airport Authority ("TPA") for dispatch taxicab services. In addition, the Debtor is subject to several judgments that negatively impact the Debtor's ability to operate. 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. Michael Gaddis, the Debtor's fifty percent owner, loaned $50,000 (the "DIP Loan") to the Debtor pursuant to the Court's order approving debtor-in possession financing ("DIP Order"). By separate motion, the Debtor has sought authority to sell substantially all of its assets and for the Court to establish bid procedures (the "Sale Motion"). This Plan will distribute the proceeds of such sale. The Debtor's Plan will be funded by the sale of the Debtor's assets. The net sale proceeds from the sale of the Debtor's assets and the shareholder contribution of $10,000 will, among other things, result in (a) payment of all administrative expenses of the chapter 11 case which are currently estimated to be $60,000.00, for all professional fees including the fees of the Debtor's counsel and subchapter V Trustee; (b) payment of the DIP Loan; (c) payment of priority tax claims; and (d) payment of approximately 1% of the allowed claims of unsecured creditors. This amount could increase, depending upon the outcome of the sale process. In addition, it is possible that certain vehicles that are not subject to a perfected lien may be sold. The proceeds of such vehicle sales will be used to pay administrative expense claims, priority claims, and the balance will be paid to the holders of Allowed Unsecured Claims on a pro rata basis. Payments shall be made on the Effective Date. Class 4 consists of all non-priority unsecured claims. The Debtor estimates that the total amount of the unsecured allowed claims is approximately $1,620,241.00. Each Holder of an allowed unsecured claim shall receive its pro rata share of $10,000 which will be funded by the shareholders of the Debtor. In addition, it is possible that certain vehicles that are not subject to a perfected lien may be sold. The proceeds of such vehicle sales will be used to pay administrative expense claims, priority claims, and the balance will be paid to the holders of Allowed Unsecured Claims on a pro rata basis. Class 5 consists of the equity interests of the Debtor, which consists of Michael Gaddis with 50% ownership interest, PEM Family with 22.5% ownership interest, PEM I with 2.5% ownership interest, SAM Family with 22.5% interest and SAM I with 2.5% ownership interest. The equity interests will be deemed cancelled on the Effective Date. The Plan will be funded from the net sale proceeds from the sale of the Debtor's assets and the $10,000 contribution from the shareholders. A full-text copy of the Liquidating Plan dated June 6, 2023 is available at https://urlcurt.com/u?l=KYjo2M 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 Gulf Coast Transportation Gulf Coast Transportation, Inc., is a Florida corporation that owns and operates a taxicab service in the Tampa Bay Area. Gulf Coast Transportation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00872) on March 8, 2023. In the petition signed by Justin Morgaman, vice president, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Roberta A. Colton oversees the case. Edward J. Peterson, Esq., at Johnson, Pope, Bokor Ruppel & Burns, LLP, represents the Debtor as legal counsel. H-FOOD HOLDINGS: $1.15B Bank Debt Trades at 15% Discount -------------------------------------------------------- Participations in a syndicated loan under which H-Food Holdings LLC is a borrower were trading in the secondary market around 84.8 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.15 billion facility is a Term loan that is scheduled to mature on May 31, 2025. About $1.09 billion of the loan is withdrawn and outstanding. H-Food Holdings, LLC manufactures and distributes packaged food products. The Company serves customers in the State of Illinois. HIGHWATER GROUP: Lender Seeks to Terminate Cash Collateral Access ----------------------------------------------------------------- California Coastal Rural Development Corp. asks the U.S. Bankruptcy Court for the Central District of California, Northern Division, to enter an order terminating Highwater Group LLC's authorization to use cash collateral. The Lender asserts the Debtor has defaulted on the terms of the cash collateral order by failing to provide a monthly profit and loss statement for its business operations. The Debtor also is no longer operating its business and therefore has no further need for the use of cash collateral. The Debtor indicated in the most recent Updated Subchapter V Status Report filed on June 1, 2023, that "Debtor is shutting down its operations and is considering liquidation." The Debtor's request for authorization to use cash collateral was premised on the need "to pay the reasonable expenses it incurs during ordinary course of its business." A copy of the motion is available at https://urlcurt.com/u?l=icXa9U from PacerMonitor.com. About Highwater Group Highwater Group LLC filed a Chapter 11 bankruptcy petition (Bankr. C.D. Calif. Case No. 23-10245) on Jan. 30, 2023, with as much as $500,000 in assets and $500,001 to $1 million in liabilities. Judge Ronald A. Clifford, III oversees the case. The Debtor tapped the Law Offices of Michael Jay Berger as bankruptcy counsel. California Coastal Rural Development Corp., as creditor, is represented by: Ralph P. Guenther, Esq. Guenther Law Group 1000 Pajaro Street, Suite C Salinas, CA 93901 Tel: (831) 783-3440 Email: rguenther@guentherlawgroup.com. INITALY LLC: Dennis Perrey Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 10 appointed Dennis Perrey as Subchapter V trustee for Initaly LLC. The Subchapter V trustee can be reached at: Dennis J. Perrey P.O. Box 8232 Evansville, IN 47716 812.630.5823 Email: dennis.perrey@yahoo.com About Initaly LLC Initaly, LLC is an owner and operator of an Italian restaurant. The company is based in Pendleton Ind. Initaly filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-02259) on May 26, 2023, with $157,552 in assets and $1,206,156 in liabilities. Catello Avagnale, member, signed the petition. Judge Robyn L. Moberly oversees the case. Jeffrey Hester, Esq., at Hester Baker Krebs LLC, represents the Debtor as legal counsel. INNOVATIVE CONCEPTS: Gets OK to Hire Ellett Law Offices as Counsel ------------------------------------------------------------------ Innovative Concepts Empire, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Ellett Law Offices, P.C. as their legal counsel. The Debtors require legal counsel to: 1. examine and determine the rights and title of the Debtors in and to certain properties; 2. prepare legal documents including the Debtors' Chapter 11 plan and disclosure statement; 3. investigate, examine and determine the validity of liens appearing to be claimed during the administration of the Debtors' estate; 4. investigate and determine the validity of claims that may be filed against the estate; 5. prepare all accounts, reports and other instruments required in the administration of the estate; 6. assist the Debtors in all matters of legal nature arising in the administration of the estate; and 7. assist the Debtors in the collection of all accounts receivable owed to the Debtors. The hourly rates charged by the firm's attorneys and paralegals are as follows: The hourly rates charged by the firm's attorneys and paralegals are as follows: Ronald Ellett, Esq. $595 per hour Senior Attorneys (of counsel) $410 per hour Law Clerks $265 per hour Senior Paralegals $255 per hour Legal Assistants $235 per hour Mr. Ellett, the firm's attorney who will be handling the case, disclosed in a court filing that his firm does not represent any interest adverse to the Debtor and its estate. Ellett Law Offices can be reached at: Ronald J. Ellett, Esq. Ellett Law Offices, P.C. 2999 North 44th Street, Suite 330 Phoenix, AZ 85018 Phone: (602) 235-9510 Fax: (602) 235-9098 Email: rjellett@ellettlaw.com About Innovative Concepts Innovative Concepts Empire, LLC and its affiliates, Central Hospitality Group, Inc. and Squared Up Hospitality, Inc. filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 23-03538) on May 27, 2023. At the time of the filing, Innovative Concepts Empire and Central Hospitality Group reported as much as $50,000 in assets and $100,001 to $500,000 in liabilities while Squared Up Hospitality reported as much as $50,000 in assets and $500,001 to $1 million in liabilities. Judge Brenda Moody Whinery oversees the cases. The Debtors are represented by Ronald J. Ellett, Esq., at Ellett Law Offices, P.C. INSTANT BRANDS: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------- Lead Debtor: Instant Brands Acquisition Holdings Inc. 3025 Highland Parkway Suite 700 Downers Grove IL 60515 Business Description: Instant Brands designs, manufactures and markets a global portfolio of innovative and iconic consumer lifestyle brands: Instant, Pyrex, Corelle, Corningware, Snapware, Chicago Cutlery, ZOID and Visions. Chapter 11 Petition Date: June 12, 2023 Court: United States Bankruptcy Court Southern District of Texas Fifteen affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Instant Brands Acquisition Holdings Inc. (Lead Case) 23-90716 Instant Brands (Texas) Inc. 23-90714 Instant Brands LLC 23-90715 Instant Brands Acquisition Intermediate Holdings Inc. 23-90717 Instant Brands Holdings Inc. 23-90718 URS-1 (Charleroi) LLC 23-90719 URS-2 (Corning) LLC 23-90720 Corelle Brands (Latin America) LLC 23-90721 EKCO Group, LLC 23-90722 EKCO Housewares, Inc. 23-90723 EKCO Manufacturing of Ohio, Inc. 23-90724 Corelle Brands (Canada) Inc. 23-90725 Instant Brands (Canada) Holding Inc. 23-90726 Instant Brands Inc. 23-90727 Corelle Brands (GHC) LLC 23-90728 Judge: Hon. David R. Jones Debtors' Counsel: DAVIS POLK & WARDWELL LLP Debtors' Texas Counsel: Charles A. Beckham, Jr., Esq. HAYNES AND BOONE, LLP 1221 McKinney Street, Suite 4000 Houston, TX 77010 Tel: 713-547-2000 Email: charles.beckham@haynesboone.com Debtors' Canadian Counsel: STIKEMAN ELLIOTT LLP 5300 Commerce Court West, 199 Bay Street, Toronto Ontario, Canada M5L 1B9 Debtors' Financial Advisor: ALIXPARTNERS, LLP 909 Third Avenue New York, NY 10022 Debtors' Investment Banker: GUGGENHEIM SECURITIES LLLC 330 Madison Avenue New York, NY 10017 Debtors' Claims, Noticing Agent, Solication and Administrative Advisor: EPIQ CORPORATE RESTRUCTURING, LLC 777 Third Avenue, 12th Floor New York, New York 11017 Estimated Assets (on a consolidated basis): $500 million to $1 billion Estimated Liabilities (on a consolidated basis): $500 million to $1 billion The petitions were signed by Adam Hollerbach as chief restructuring officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YPC6OAI/Instant_Brands_Acquisition_Holdings__txsbke-23-90716__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Zhejiang Tianxi Kitchen Trade Supplier $16,290,623 Appliance C No. 8 Shanyan Road Lishui, 130 321404 CN Xiyan Chen, CEO Email: chenxiyan@tianxi.com 2. Midea Electric Trade Supplier $16,106,312 Trading (Singapore) 158 Cecil St No. 07-01/02 Singapore 69545 SG David Xu, President of Midea SDA Division Tel: +86 0757-23601086 Email: xuminfeng@midea.com 3. Zhejiang Aishida Trade Supplier $3,551,375 Household Equipment No. 69 Huanghe Road Jiashan, 130 314100 CN Chen Helin, Chairman of the Board Email: zjasd@asd.com.cn 4. Matrix Antrim Partners, LP Landlord $1,207,304 CN 4000 Forsgate Drive Cranbury, NJ 08512 Gary Hans, Senior Vice President, Matrix Development Group Tel: 732-521-2900 Email: ghans@matrixcompanies.com 5. Crowell & Moring LLP Professional $1,166,465 1001 Pennsylvania Avenue NW Services Washington, DC 20004 William Frankel, Partner Tel: 312-321-7736 Email: wfrankel@crowell.com 6. Topim Intelligent Manufacturing Trade Supplier $1,092,091 Foshan, 190 528247 CN Lingan Liu, Chairman of Board Tel: 86-13907319392 Email: LLA9392@163.com 7. Criteo Corp Operational $905,245 387 Park Avenue South Vendor New York, NY 10016 Sarah Glickman, CFO Tel: 33 1 40 40 22 90 8. Ningbo Careline Trade Supplier $813,763 Electric Appl Co. No. 888 Wei'yi Road Ningbo, 130 315327 CN Seven Chang, CEO Tel: +86 574 63406088 Email: sevenchang@chinachicheng.com 9. United Parcel Service Freight $802,274 55 Glenlake Parkway NE Atlanta, GA 30328 Brian Newman, EVP & CFO Tel: 404-828-6000 10. Packaging Corporation Trade Supplier $765,167 of America 1 North Field Court Lake Forest, IL 60045 Robert Mundy, EVP & CFO Tel: 847-482-3000 11. ARC International Trade Supplier $696,772 601 S Wade Boulevard Millville, NJ 08332-5001 Eric Trupin, CFO & CIO Tel: +33 3 2122 7410 Email: eric.trupin@arc-intl.com 12. Aerotek Commercial Operational $691,032 Staffing Vendor 1603 Orchard Drive Chambersburg, PA 17201 Stacey Jenkins, CFO Tel: 410-567-8086 13. The NPD Group, Inc. Operational $600,000 PO Box 5534 Vendor 24619 Network Place Chicago, IL 60673-1246 Susan Bennett, Chief Legal Officer Tel: 516-625-0700 14. TMF Plastic Solutions LLC Trade Supplier $577,949 12127B Galena Road Plano, IL 60545 Greg Kuppler, CEO & President Tel: 630-552-7575 Email: tmf_polymers@msn.com 15. Adaptics Ltd Operational $565,055 The Priory, John Street West Vendor Dublin 8 IE Ben Harris, CEO Tel: +353 1 548 1112 16. Zhong Shan Rnice Trade Supplier $549,461 Electronics Co., L No. 17 Tongji West Road, Nantou Tow Zhong Shan, 190 528427 CN Zhongyin Tong, General Manager Tel: +86 13923238331 Email: tongzhongyin@yalesi.net 17. Sanlida Electrical Trade Supplier $500,142 Technology Co.,L 101, building a, 27 Jiangjunmao com Shenzhen, 190 518116 CN Chung Li, CEO Tel: +86 13823232503 Email: lichuang@sanlidaco.com 18. Elijah Ltd. Professional $491,503 205 W Wacker Dr., Ste 1950 Services Chicago, IL 60606 Andy Reisman Email: andy.reisman@elijaht.com 19. Stobbs IP Limited Professional $456,339 Building 1000, Cambridge Research P Services Cambridge CB25 9PD GB Julius Stobbs Tel: +01223 435240 Email: juliusstobbs@iamstobbs.com 20. Bonusgo International Trade Supplier $452,391 Limited No118 Taodu Road Yixing City, 100 214205 CN David Chen, CEO Tel: 18626083822 Email: david@taiyigroup.com 21. Somobresle Operational $441,875 Zone Industrielle Vendor Blangy Sur Bresle, 76 76340 FR FR Stephane Franconville Email: stephane.franconville@gmail.com 22. HealthLead Corporation Trade Supplier $438,573 Limited Building 1, Yongxin Industry Zone Shenzhen, 190 518115 CN Tim Chen, CEO Tel: +0755-84267250 Email: tim@healthlead.com.cn 23. Foshan City Shunde Trade Supplier $429,440 District Donlim NO.26 Shunye East Road Foshan, 190 528325 CN Yanbioa Jiang, CFO Tel: +86 757 35333888 24. Salesforce.com, Inc. Operational $422,800 415 Mission Street, 3rd Floor Vendor San Francisco, CA 94105 Todd Machtmes, General Counsel Tel: 800-664-9073 25. Jones Lang Lasalle Landlord $419,117 Brokerage, Inc. 200 E. Randolph Street, Suite 4300 Chicago, IL 60601 Karen Brennan, CFO Tel: 312-782-5800 26. Bazaarvoice Inc. Operational $418,507 10901 Stonelake Blvd Vendor Austin, TX 78759 Ken Hashman, CFO Tel: 512-551-6000 27. Anchor Hocking Trade Supplier $417,273 519 Pierce Street Lancaster, OH 43130 Jamie Keller, CFO Tel: 614-633-4130 Email: jamie.keller@anchorhocking.com 28. Applied Industrial Operational $374,467 Technologies Vendor 1 Applied Plaza Cleveland, OH 44115 Jon S. Ploetz, General Counsel Tel: 614-846-8159 29. Henry Desjonqueres Operational $371,132 Industries Vendor Route D'EU - 76 340 Blangy Sur Bresle FR Sylvai Pelletier, CEO Tel: +33 682 669 487 Email: sylvain.pelletier@h-d-industries.com 30. Shandong Linuo Trade Supplier $370,920 Technical Glass Co L Yu Huang-Miao, Shanghe County Shandong 251604 CN Yang Zhongchen, Vice Chairman/President Tel: 86 0531-88729999 Email: linuo@linuo.com INSTANT BRANDS: Files Voluntary Chapter 11 Bankruptcy Petition -------------------------------------------------------------- Instant Brands, maker of consumer favorites like Instant Pot(R), Corelle(R), Pyrex(R), Snapware(R), CorningWare(R), Visions(R) and Chicago Cutlery(R), on June 12 disclosed that it is taking steps to strengthen the Company as it continues providing housewares and appliance products under its iconic brands, found in approximately 90% of homes in the United States and in millions of other homes around the world. Instant Brands and certain of its affiliates have initiated a voluntary court-supervised Chapter 11 process that provides the Company time and flexibility to continue ongoing discussions with all of its financial stakeholders in an effort to achieve a consensual path forward that strengthens the Company's financial position. In connection with the court-supervised process, Instant Brands has received a commitment for $132.5 million in new debtor-in-possession financing from its existing lenders. Following court approval, this new financing, combined with cash generated from the Company's ongoing operations, is expected to support the business during the court-supervised process. As the Company moves through this process, Instant Brands remains committed to its purpose: providing innovative products that deliver amazing culinary experiences to consumers around the world. In addition, the official Instant Brands Connect app will continue to inspire and help consumers make meals with ease. "Instant Brands delivers houseware and small kitchen appliance products designed to meet consumer needs around the world. Over the past three years, we executed across five key strategies to build a profitable business. Our Company continues to drive positive operating cash flows. We brought innovation to our core business across all brands, entered several new product categories, expanded our global footprint, progressively improved how we leverage our global infrastructure and last but not least, we have created best-in-class global consumer engagement through our digital eco-system," said Ben Gadbois, President and CEO of Instant Brands. "After successfully navigating the COVID-19 pandemic and the global supply chain crisis, we continue to face additional global macroeconomic and geopolitical challenges that have affected our business. In particular, tightening of credit terms and higher interest rates impacted our liquidity levels and made our capital structure unsustainable. In recent months, we have been working closely with all of our financial stakeholders to position the Company for its next phase of success." Mr. Gadbois continued, "As we move through this process, we remain focused on serving and connecting with our consumers around the world, and we are grateful for their trust in us and our products. We are committed to finding a positive outcome. We thank our Instant Brands employees in factories, distribution centers and offices all over the world for their ongoing hard work and excellence, and we also extend our gratitude to our retail partners, suppliers and vendors for their continued support." Additional Information About the Court-Supervised Process Instant Brands and certain of its North American affiliates have filed voluntary petitions for reorganization under chapter 11 of Title 11 of the United States Code ("Chapter 11") in the U.S. Bankruptcy Court for the District of Southern Texas. In addition, the Company is commencing ancillary proceedings in Canada under the Companies' Creditors Arrangement Act (CCAA) seeking recognition of the U.S. Chapter 11 proceedings in Canada. The Company's entities located outside the US and Canada are not included in the Chapter 11 filings. The Company has filed a number of customary motions seeking court approval to continue to support its operations during the court-supervised process, including the continued payment of employee wages and benefits without interruption. Instant Brands expects to receive Court approval for these requests shortly. The Company intends to pay vendors, suppliers and distributors in full under normal terms for goods and services provided on or after the filing date. Additionally, the Company has appointed Adam Hollerbach, Partner and Managing Director at AlixPartners, as Chief Restructuring Officer. Mr. Hollerbach brings more than 20 years of experience in the restructuring advisory field and a wide breadth of business leadership expertise. Additional information regarding the Company's court-supervised process is available at Instant Brands' restructuring website, InstantBrandsRestructuring.com. Court filings and other information related to the proceedings are available on a separate website administered by the Company's claims agent, Epiq, at https://dm.epiq11.com/InstantBrands, by calling Epiq toll-free at (888) 290-5211 (or (503) 694-4156 for calls originating outside of the U.S.), or by sending an email to InstantBrandsInfo@epiqglobal.com. Davis Polk & Wardwell LLP is serving as Instant Brands' legal counsel and AlixPartners is serving as restructuring advisor. About Instant Brands Instant Brands designs, manufactures and markets a global portfolio of innovative and iconic consumer lifestyle brands: Instant(R), Pyrex(R), Corelle(R), Corningware(R), Snapware(R), Chicago Cutlery(R), ZOID(R) and Visions.(R) With people-first and purpose-driven solutions in mind, Instant Brands is reimagining how people live, eat, connect, and play inside the home—and in the spaces where people gather. The Company is headquartered in Downers Grove, Ill., and employs more than 2,000 people across four continents. Today, Instant Brands' products are in millions of homes worldwide. For more information visit Instant Brands or join the community at LinkedIn, Instagram, and Facebook. As reported by Troubled Company Reporter on June 12, 2023, S&P Global Ratings lowered its issuer credit rating on U.S.-based Instant Brands Holdings Inc. to 'CCC-' from 'CCC+' and its issue-level rating on the company's $450 million first-lien term loan to 'CCC-' from 'CCC+'. The recovery rating on the term loan is '3', indicating its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. The negative outlook reflects the probability that S&P will lower its ratings if the company fails to meet its debt obligations due to insufficient liquidity, or pursue a bankruptcy, distressed debt exchange, or other type of restructuring in the next six months. The downgrade reflects Instant Brands' liquidity shortfall, which increases the risk of a near-term default. INTERNAP HOLDING: Files Amended Plan; Confirmation Hearing July 17 ------------------------------------------------------------------ Internap Holding LLC, et al., submitted a Modified Disclosure Statement describing Modified Plan dated June 6, 2023. The Debtors commenced these Chapter 11 Cases to deleverage their balance sheet and continue as a going concern. The Plan contemplates that the holders of Second Out Term Loans (the "SOTL Loans") will convert all of their SOTL Loans into equity, eliminating approximately $127.8 million of secured debt from INAP's balance sheet. In addition, certain of the holders of SOTL Loans have agreed to provide the Debtors with an exit facility in an amount up to $30 million on the Effective Date of the Plan. Holders of approximately 67% of the SOTL Loans in dollar amount and more than 60% in number (collectively, the "Consenting Lenders") have executed a Restructuring Support Agreement (as it may be amended from time to time, the "RSA") in which they have agreed to, among other things, support the Plan. In addition to the debt-for-equity exchange with the holders of the Debtors' SOTL Loans, other key terms of the Plan include full payment of all administrative and priority claims, if any. Other unsecured creditors will not receive a distribution under the Plan. The Debtors submit that the proposed Plan meaningfully reduces the Debtors' aggregate secured debt, maximizes recoveries, ensures the Debtors will continue as a going-concern preserving jobs for the Debtors' employees, and best positions the Debtors for future success. Holders of Claims in Class 3 (SOTL Loan Claims) are Impaired under the Plan and therefore are entitled to vote to accept or reject the Plan. Holders of Claims or Interests in Class 1 (Other Secured Claims) and Class 2 (Other Priority Claims) are Unimpaired under the Plan and therefore not entitled to vote to accept or reject the Plan. Holders of Claims in Class 4 (General Unsecured Claims) and Holders of Interests in Class 7 (Existing Equity) will not receive a distribution and therefore are deemed to have rejected the Plan. Like in the prior iteration of the Plan, General Unsecured Claims will receive no distribution under the Plan. The Reorganized Company will fund distributions under the Plan with Cash held on the Effective Date by or for the benefit of the Debtors or Reorganized Company, including Cash from operations, the New Term Loan Exit Facility, proceeds from all Causes of Action not settled, released, discharged, enjoined, or exculpated under the Plan or otherwise on or prior to the Effective Date, and the New Common Stock. The Court will hold the Confirmation Hearing on July 17, 2023, at 10:00 a.m., in Courtroom 7, 3rd Floor, 824 N. Market St. Wilmington, Delaware. Objections to Confirmation of the Plan must be filed and served on the Debtors, and certain other parties, by no later than July 7, 2023, at 4:00 p.m. A full-text copy of the Modified Disclosure Statement dated June 6, 2023 is available at https://urlcurt.com/u?l=uDwoaU from Stretto, Inc., claims agent. Counsel to the Debtors: Catherine Steege, Esq. Melissa Root, Esq. Breana Drozd, Esq. JENNER & BLOCK LLP 353 North Clark Street Chicago, IL 60654 Tel: (312) 923-2952 E-mail: csteege@jenner.com mroot@jenner.com bdrozd@jenner.com - and - Mark Minuti, Esq. Monique B. DiSabatino, Esq. SAUL EWING LLP 1201 North Market Street, Suite 2300, P.O. Box 1266 Wilmington, DE 19899 Tel: (302) 421-6800 E-mail: mark.minuti@saul.com monique.disabatino@saul.com About Internap Holding Internap Holding LLC and its affiliates provide compute resources (i.e., an IT industry term referring to the ability to process data) and storage services on demand via an integrated platform. Their services include: (a) bare metal which are dedicated, single-tenant servers utilizing Intel and AMD processors enabling high-performance compute with rapid deployment, increased control, enhanced security, and flexible configurations); (b) hosted private cloud environments; (c) cloud computing backup services; and (d) managed security to keep customer data secure and in alignment with compliance requirements. Internap Holding LLC and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10529) on April 28, 2023. In the petition signed by Michael T. Sicoli, chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Craig T. Goldblatt oversees the case. The Debtors tapped Saul Ewing LLP and Jenner and Block LLP, as legal counsel, FTI Consulting as financial advisor, and Stretto, Inc., as claims and noticing agent. INTERNAP HOLDING: Taps Deloitte Tax as Tax Services Provider ------------------------------------------------------------ Internap Holding LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Deloitte Tax LLP as their tax advisory services provider. The firm will render these services: a. Tax Advisory Engagement Letter. Pursuant to the terms and conditions of the Tax Advisory Engagement Letter, Deloitte Tax will provide tax advisory services on federal, foreign, state and local tax matters. b. Tax Restructuring Engagement Letter. Pursuant to the terms and conditions of the Tax Restructuring Engagement Letter, Deloitte Tax will perform tax advisory services related to debt discharge and other tax issues arising in connection with these Chapter 11 Cases, as follows: i. Advise the Debtors as they consult with their counsel and financial advisors on the cash tax effects of restructuring alternatives, potential bankruptcy filings, and the post-restructuring tax profile. This will include obtaining an understanding of the Debtors' financial advisors' valuation model and disclosure model to consider the tax assumptions contained therein; ii. Advise the Debtors regarding the restructuring and/or bankruptcy emergence process from a tax perspective, including the tax work plan; iii. Advise the Debtors on the cancellation of debt income for tax purposes under Internal Revenue Code (IRC) section 108; iv. Advise the Debtors on their efforts to calculate tax basis in the stock in each of the Debtors' subsidiaries or other entity interests; v. Advise the Debtors on post-restructuring or post-bankruptcy tax attributes (tax basis in assets, tax basis in subsidiary stock, and net operating loss carryovers) available under the applicable tax regulations and the reduction of such attributes based on the Debtors' operating projections, including a technical analysis of the effects of Treasury Regulation Section 1.1502-28 and the interplay with IRC sections 108 and 1017; vi. Advise the Debtors on the effects of tax rules under IRC sections 382(l)(5) and (l)(6) pertaining to the post-bankruptcy net operating loss carryovers and limitations on their utilization, and the Debtors' ability to qualify for IRC section 382(l)(5); vii. Advise the Debtors in determining whether or when an "ownership change" (as defined under IRC section 382) has occurred, as well as on net built-in gain or net built-in loss positions at the time of such ownership change, including limitations on use of tax losses generated from post-restructuring or post-bankruptcy asset or stock sales; viii. Advise the Debtors as to the treatment of post-petition interest for state and federal income tax purposes including the applicability of interest limitations under IRC section 163(j); ix. Advise the Debtors as to the state and federal income tax treatment of pre-petition and post-petition reorganization costs, including restructuring-related professional fees and other costs, the categorization and analysis of such costs, and the technical positions related thereto; x. Advise the Debtors with their evaluation and modeling of the tax effects of liquidating, disposing of assets, merging or converting entities as part of the restructuring, including the effects on federal and state tax attributes, state incentives, apportionment and other tax planning; xi. Advise the Debtors on state income tax treatment and planning for restructuring or bankruptcy provisions in various jurisdictions, including cancellation of indebtedness calculations, adjustments to tax attributes, and limitations on tax attribute utilization; xii. Advise the Debtors on responding to tax notices and audits from various taxing authorities; xiii. Assist the Debtors with identifying potential tax refunds and advise the Debtors on procedures for tax refunds from tax authorities; xiv. Advise the Debtors on income tax return reporting of restructuring and/or bankruptcy issues and related matters; xv. Assist the Debtors in documenting, as appropriate, the tax analysis, development of the Debtors' opinions, recommendations, observations, and correspondence for any proposed restructuring alternative tax issue or other tax matter described above; and xvi. Advise the Debtors regarding other state, federal, or international income tax questions that may arise in the course of this engagement, as requested by the Debtors, and as may be agreed to by Deloitte Tax. c. ASC 740 Work Order. Pursuant to the terms and conditions of the ASC 740 Work Order, Deloitte Tax will provide tax advisory services in connection with the calculation of the Debtors' income tax provision under the provisions of ASC 740 for the year ending Dec 31, 2022, as follows: i. Assist the Debtors with the computation of their entries required to adjust the income tax account balances such that they are consistent with the tax return filed for the year ended Dec 31, 2021; ii. Assist the Debtors with the computation of their federal, state and foreign current income tax receivable/payable balances as of Dec 31, 2022; iii. Assist the Debtors in computing their federal, state and foreign current and deferred income tax expense or benefit for the year ended Dec 31, 2022; iv. Assist the Debtors with their efforts to identify tax provision items to be recorded to equity (either additional paid in capital or other comprehensive income) for the year ended Dec 31, 2022; v. Assist the Debtors with the computation of their federal, state and foreign deferred income tax asset/liability balances as of Dec 31, 2022; vi. Provide observations and assist the Debtors with their documentation regarding the Debtors' assessment of positive and negative evidence identified in connection with whether a valuation allowance is needed with respect to deferred tax assets; vii. Provide observations and assist the Debtors with their documentation regarding the Debtors' analysis of outside basis difference in a foreign subsidiary or foreign corporate joint venture that is essentially permanent in duration and whether a deferred tax liability should be recognized; viii. Assist the Debtors with their preparation of the income tax footnote and related disclosures for the year ended Dec 31, 2022; ix. Assist the Debtors with their efforts to analyze federal, state and foreign unrecognized tax benefits (tax, interest and penalties) as relates to the following: -- Assisting the Debtors with summarizing existing and prior period uncertain tax positions (recognition and measurement); -- Advising the Debtors with their recording and disclosing of unrecognized tax benefit liability appropriately; and -- Assisting the Debtors in documenting their procedures to support its process with respect to identification of uncertain tax positions; and x. Assist the Debtors with their determination of income tax provision accounting for all dispositions concluded during the year ended December 31, 2022. d. Tax Cost Recovery Work Order. Deloitte Tax will provide tax cost recovery (i.e., depreciation and gain or loss) computation services for the Debtors' tax fixed assets for the entities listed in Exhibit A attached to the Tax Cost Recovery Work Order. Such services will be provided using a phased approach. In the first phase, the services will include a discussion with the Debtors to establish the scope and timeline for the services as well as collection of fixed asset data from the Debtors. In the second phase, Deloitte Tax will compute the following federal income tax depreciation for tax years ending Dec 31, 2022, and 2023: i. Federal tax depreciation expense under IRC sections 167 and 168; and ii. Federal tax gain or loss on disposition of fixed assets. At the completion of Phase II, Deloitte Tax will provide the Debtors with copies of its workpapers summarizing the tax depreciation amounts and related data for the Debtors' use in preparing IRS Form 4562, Depreciation and Amortization, and Form 4797, Sales of Business Property. The firm will be compensated as follows: Tax Advisory Engagement Letter Tax Cost Recovery Work Order International and Washington National Tax Hourly Rates Specialists Partner / Managing Director $905 $1,005 Senior Manager $810 $855 Manager $685 $730 Senior $570 $570 Staff $460 $460 Tax Restructuring Engagement Letter Partner / Managing Director $1,005 per hour Senior Manager $855 per hour Manager $730 per hour Senior Consultant/Senior Staff $570 per hour Consultant/Staff $460 per hour The Debtors paid Deloitte Tax a retainer in the amount of $100,000 for services to be performed under the Tax Restructuring Engagement Letter. ASC 740 Work Order Washington National Tax Partner/Principal $860 per hour Partner / Principal / Managing Director $780 per hour Senior Manager $580 per hour Manager $490 per hour Senior Staff $410 per hour Staff $330 per hour John Dudek, managing director at Deloitte Tax, 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: John Dudek Deloitte Tax, LLP 191 Peachtree St. NE, Suite 2000 Atlanta, GA 30303 Phone: +1 404 631 2000 Fax: +1 404 220 1583 About Internap Holding Internap Holding, LLC and affiliates provide compute resources (i.e., an IT industry term referring to the ability to process data) and storage services on demand via an integrated platform. The Debtors' services include: (a) bare metal which are dedicated, single-tenant servers utilizing Intel and AMD processors enabling high-performance compute with rapid deployment, increased control, enhanced security, and flexible configurations); (b)hosted private cloud environments; (c) cloud computing backup services; and (d) managed security to keep customer data secure and in alignment with compliance requirements. On March 16, 2020, Internap Technology Solutions Inc. and six affiliated debtors, including INAP Corporation each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-22393). Internap Corporation, now INAP, and its U.S. subsidiaries successfully emerged from Chapter 11 bankruptcy protection in May 2020. The court-approved bankruptcy exit plan significantly strengthened the Company's financial position by reducing debt, extending maturities and enhancing liquidity substantially. Internap Holding and three affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10529) on April 28, 2023. In the petition filed by Michael T. Sicoli, as chief executive officer, Internap Holding reported between $100 million and $500 million in both assets and liabilities. The new cases are overseen by Honorable Bankruptcy Judge Craig T. Goldblatt. Internap tapped Jenner & Block, LLP and Saul Ewing, LLP as legal counsels; and FTI Consulting, Inc. as financial advisor. Stretto, Inc. is the claims agent and administrative advisor. IRONWOOD FINANCIAL: Has Cash Collateral Access on Final Basis ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Mississippi authorized Ironwood Financial, LLC to use cash collateral on a final basis, pursuant to the budget. Worldpay ISO, Inc., f/k/a Vantiv, Inc., f/k/a National Processing Company, is directed to release $122,000 of any residual payments to the Debtor in the ordinary course of Worldpay's business after ascertaining the amount of the residual payments in accordance with the terms of the underlying agreement between the Debtor and Worldpay provided that the total amount of the residual payment due to the Debtor for the applicable period is at least $122,000. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=QyjUpV from PacerMonitor.com. The Debtor projects $72,276 in total monthly expenses. About Ironwood Financial Oxford, Miss.-based Ironwood Financial, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 21-10866) on May 3, 2021. In the petition signed by John H. Lewis, manager, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Jason D. Woodard oversees the case. Mitchell, McNutt & Sams, P.A. serves the Debtor's legal counsel. IVANTI SOFTWARE: $1.75B Bank Debt Trades at 15% Discount -------------------------------------------------------- Participations in a syndicated loan under which Ivanti Software Inc is a borrower were trading in the secondary market around 84.8 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.75 billion facility is a Term loan that is scheduled to mature on December 1, 2027. About $1.73 billion of the loan is withdrawn and outstanding. Ivanti Software, Inc. provides information technology services. The Company offers IT asset management, security, endpoint, and supply chain solutions. KALERA INC: Committee Taps Dykema Gossett as Legal Counsel ---------------------------------------------------------- The official committee of unsecured creditors of Kalera, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Dykema Gossett, PLLC as its counsel. The firm will render these services: a. advise the Committee with respect to its rights, duties, and powers in this Case; b. participate in in-person and telephonic meetings of the Committee and subcommittees formed thereby, if any; c. assist and advise the Committee in its meetings and negotiations with the Debtor and other parties in interest regarding the chapter 11 Case; d. assist the Committee in analyzing claims asserted against, and interests in, the Debtor, and in negotiating with the holders of such claims and interest and bringing, or participating in, objections or estimation proceedings with respect to such claims and interests; e. assist the Committee in analyzing the Debtor's assets and liabilities, including in its review of the Debtor's Schedules of Assets and Liabilities, Statements of Financial Affairs, and other reports prepared by the Debtor, investigating the extent and validity of liens and participating in and reviewing any proposed transfer, sale, or disposition of the Debtor's assets, financing arrangements, and cash collateral stipulations or proceedings; f. assist the Committee in its investigation of the acts, conduct, assets, liabilities, management, and financial conditions of the Debtor, the Debtor's historic and ongoing operations of its business, and any other matters relevant to the chapter 11 Case; g. assist the Committee in its analysis of, and negotiations with the Debtor or any third party related to, financing, asset disposition transactions, and compromises of controversies, reviewing and determining the Debtor's rights and obligations under leases and executory contracts, and assisting, advising, and representing the Committee in any manner relevant to the assumption and rejection of executory contracts and unexpired leases; h. assist the Committee in its analysis of, and negotiations with, the Debtor or any third party related to, the formulation, confirmation, and implementation of a chapter 11 plan and all documentation related thereto (including the disclosure statement); i. assist, advise, and represent the Committee in understanding its powers and duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the Committee; j. assist and advise the Committee with respect to communications with the general creditor body regarding significant matters in the Case; k. respond to inquiries from individual creditors as to the status of, and developments in, the Case; l. represent the Committee at hearings and other proceedings before the Court and other courts or tribunals, as appropriate; m. review and analyze complaints, motions, applications, orders, and other pleadings filed with the Court, and advise the Committee with respect to formulating positions with respect, and filing responses, thereto; n. assist the Committee in its review and analysis of, and negotiations with the Debtor and its non-Debtor affiliates related to intercompany claims and transactions; o. review and analyze third-party analyses and reports prepared in connection with the Debtor's 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 the Case; q. assist the Committee in preparing pleadings and applications, 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; r. take all necessary or appropriate actions as may be required in connection with the administration of the Debtor's estate, including with respect to a chapter 11 plan and related disclosure statement; and s. perform such other legal services as may be necessary or as may be requested by the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. The firm will be paid at these hourly rates: Basil A. Umari, Senior Counsel $615 Nicholas Zugaro, Senior Counsel $505 Alexandria Rahn, Associate $385 Patience L. Greene, Paralegal $230 As disclosed in court filings, Dykema and its attorneys do not have any connection representing an adverse interest to the trustee and the Debtors or their estates. The firm can be reached through: Basil A. Umari, Esq. Dykema Gossett PLLC 5 Houston Center 1401 McKinney Street, Suite 1625 Houston, TX 77010 Telephone: (713) 904-6883 E-mail: bumari@dykema.com About Kalera Inc. Kalera Inc. is a vertical farming company in Aurora, Colo. It utilizes proprietary technology and plant and seed science to sustainably grow local, delicious, nutrient-rich, pesticide-free, non-GMO leafy greens year-round. Kalera sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-90290) on April 4, 2023. In the petition filed by its chief restructuring officer, Mark Shapiro, the Debtor estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. Judge David R. Jones oversees the case. The Debtor tapped Baker & Hostetler, LLP as bankruptcy counsel and GlassRatner Advisory & Capital Group, LLC as restructuring advisor. Mark Shapiro of GlassRatner serves as the Debtor's chief restructuring officer. BMC Group, Inc. is the Debtor's claims agent. KEN FARRINGTON: Seeks to Hire Latham Luna Eden as Legal Counsel --------------------------------------------------------------- Ken Farrington Tractor & Landclearing, Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida to hire Latham, Luna, Eden & Beaudine, LLP, as its counsel. The firm's services include: (a) advising as to the Debtor's rights and duties in this case; (b) preparing pleadings related to this case, including a plan of reorganization; and (c) taking any and all other necessary action incident to the proper preservation and administration of this estate. The firm will charge $275 to $485 per hour for attorney's services and $105 per hour for paraprofessional services. Daniel Velasquez, Esq., the attorney primarily working on this matter, charges $385 per hour. In addition, the firm will seek reimbursement for its out-of-pocket expenses. The firm received from the Debtor an advance fee of $21,738. Daniel Velasquez, Esq., a partner at Latham Luna Eden & Beaudine, 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: Daniel A. Velasquez, Esq. Latham Luna Eden & Beaudine, LLP 201 S. Orange Ave., Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: jluna@lathamluna.com About Ken Farrington Tractor Ken Farrington Tractor & Landclearing, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Banker M.D. Fla. Case No. 23-01935) on May 22, 2023. In the petition signed by Kenneth J. Farrington, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Daniel A. Velasquez, at the Latham Luna Eden and Beaudine, LLP, represents the Debtor as legal counsel. KNS MIDCO CORP: $557M Bank Debt Trades at 17% Discount ------------------------------------------------------ Participations in a syndicated loan under which KNS Midco Corp is a borrower were trading in the secondary market around 83.4 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $557 million facility is a Term loan that is scheduled to mature on April 21, 2027. About $532.6 million of the loan is withdrawn and outstanding. The Company's country of domicile is the United States. LADDER CAPITAL: Fitch Affirms LongTerm IDRs at BB+, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDRs) and senior unsecured debt ratings of Ladder Capital Finance Holdings LLLP and Ladder Capital Finance Corporation, subsidiaries of Ladder Capital Corp (collectively Ladder), at 'BB+'. The Rating Outlook is Stable. KEY RATING DRIVERS The rating affirmations reflect Ladder's established platform as a middle market commercial real estate (CRE) lender and investor; conservative underwriting culture through time and overall solid risk management; continued adherence to leverage targets commensurate with the firm's risk profile of its assets; and the reduced proportion of secured financing subject to mark-to-market provisions. The challenging operating environment is weighing on Fitch's rating assessment of Ladder and its CRE-focused peers. Other rating constraints include Ladder's proportion of secured, wholesale debt funding and the absence of a track record as a standalone entity through a traditional credit cycle. Ladder continues to report strong credit quality metrics. The firm's level of impaired loans to gross loans was 0.7% at March 31, 2023 (1Q23), which is below pre-pandemic levels and its four-year average of 2.1%. From inception in October 2008 through 1Q23, Ladder has originated over $45 billion of CRE investments and incurred losses of less than 0.1% of investments. The majority of its mortgage book has been originated since late 2020 with fresh valuations that reflect business plans and economic expectations post-pandemic. Fitch believes this, along with the firm's relatively granular loan portfolio, should lead to solid credit quality performance over the Outlook horizon. Through 1Q23, Ladder's trailing 12 month (TTM) distributable earnings (DE) totaled $164.1 million, a meaningfully increase from the year prior. Growth was driven by higher rates, consistent net operating income from the firm's CRE equity segment and by $87 million of realized gains from real estate sales. DE to average assets was 2.8% in the TTM, which was up from 1.6% a year ago and above the firm's four-year average of 1.9%. This is within Fitch's 'bb' category benchmark range of 1%-4% for high balance sheet usage finance and leasing companies with a sector risk operating environment (SROE) score in the 'bbb' category. While Fitch does not consider the realized gains to be a core part of earnings, Ladder has shown an ability to generate periodic gains from asset sales historically. The firm is no longer reliant on quarterly gains from the sale of assets to cover its dividend given the net interest income being generated from its first mortgage portfolio, its investment book and the net operating income from its CRE equity segment. Longer term, Fitch expects Ladder to manage its dividend at a level that reflects the earnings power of the portfolio and would view the firm underearning its dividend for a sustained period negatively. Ladder's leverage (gross debt to tangible equity plus accumulated depreciation) was 2.5x at 1Q23 vs. 2.7x in 1Q22. The company seeks to manage its adjusted leverage ratio, which excludes nonrecourse borrowings related to securitizations, within 2.0x-3.0x. On this basis, Ladder's leverage was 1.8x at 1Q23. It had just over $1 billion of nonrecourse collateralized loan obligation (CLO) debt outstanding as of 1Q23. While this debt is excluded from the adjusted leverage ratio, Fitch views CLO debt as a funding source for one of Ladder's core businesses, and primarily evaluates leverage on a consolidated basis. Fitch views Ladder's targeted range as commensurate with the firm's rating and expects it to gradually increase leverage from current levels over the Outlook horizon as it opportunistically deploys capital and excess liquidity into lending opportunities. Ladder's funding profile remains relatively strong compared to peers, albeit still reliant on wholesale sources. It has continued to diversify funding sources over time including CLO issuances and unsecured note offerings. Since the beginning of 2020 and the onset of the pandemic, the firm has reduced more market sensitive funding sources such as repurchase obligations. Mark-to-market funding represented 24% of total financing at 1Q23, down from nearly 60% pre-pandemic. Fitch expects the level of mark-to-market debt will remain close to current levels, which should reduce margin call risk, a positive for the ratings. Unsecured debt represented 38.5% of total debt at 1Q23, which was toward the lower end of Fitch's 'bbb' category benchmark range for balance sheet heavy finance and leasing companies with a SROE score in the 'bbb' category. Ladder's ability to economically access unsecured funding that exceeds 50% of total debt would be viewed favorably by Fitch. Similar to rated peers, Ladder's liquidity position remains constrained by its REIT tax election, as REITs must distribute at least 90% of their net taxable income, excluding capital gains, to shareholders each year. Otherwise, Ladder's liquidity position remains relatively solid with on-hand unrestricted cash representing over 10% of total assets at 1Q23. The firm also has over $2 billion of non-cash unencumbered assets available to pledge to its various committed loan or securities repurchase Ladder has shown the ability to post this additional collateral to access funds even in times of market stress. It also has an unused $326 million committed unsecured line of credit with a syndicate of banks. The Stable Outlook reflects Fitch's view that Ladder's leverage will be managed in a manner consistent with the risk profile of the portfolio, credit losses will remain low, unsecured funding will remain above 35% of total debt and earnings will remain sufficient to cover its dividend due to higher interest rates and the generation of solid net operating income. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A sustained reduction in the proportion of unsecured debt funding below 35%, particularly if due to the firm's inability to refinance existing debt ahead of stated maturities; - A material increase in credit losses or worsening credit performance related to larger individual exposures within Ladder's loan portfolio; - A sustained increase in adjusted leverage above 3.0x and/or an inability to manage leverage at a level that provides sufficient cushion to covenants; - An inability to maintain unencumbered assets at a level that provides sufficient cushion to the covenant; - An inability to maintain sufficient liquidity relative to near-term debt maturities, unfunded commitments to portfolio companies and/or the potential for margin calls; and - Weak distributable earnings coverage of the dividend on a sustained basis. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A sustained increase in the proportion of unsecured debt at or above 50% of total debt, accompanied by a sustained reduction in shorter term, secured repurchase facilities and other debt subject to margin calls; - Continued stable credit performance through the current CRE downturn that differentiates the firm from peers in terms of impaired loan levels and realized credit losses; - A demonstrated ability to maintain leverage within the targeted range through market cycles and commensurate with the risk profile of the portfolio; - Improved earnings and dividend coverage metrics without material influence from asset sales; and - Maintenance of sufficient liquidity and unencumbered assets in excess of the amount required under the covenant. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS The equalization of the senior unsecured debt rating with Ladder's IDR reflects the funding mix and the availability of unencumbered assets, suggesting average recovery prospects for debtholders under a stressed scenario. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The unsecured debt rating is sensitive to changes to Ladder's IDR and the level of unencumbered balance sheet assets relative to outstanding debt. An increase in secured debt and/or a sustained decline in the level of unencumbered assets, which weakens recovery prospects on the senior unsecured debt, could result in the unsecured debt ratings being notched down from the IDR. ADJUSTMENTS The Funding, Liquidity & Coverage score has been assigned below the implied score due to the following adjustment reason: Business model/funding convention (negative). The Business Profile score has been assigned below the implied score due to the following adjustment reason: Business model (negative). ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Prior ----------- ------ ----- Ladder Capital Finance Holdings LLLP LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed BB+ Ladder Capital Finance Corporation LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed BB+ LG TRUCKING: Case Summary & Eight Unsecured Creditors ----------------------------------------------------- Debtor: LG Trucking, LLC 6412 Lee Road 249 Smith's Station AL 36788 Chapter 11 Petition Date: June 9, 2023 Court: United States Bankruptcy Court Middle District of Alabama Case No.: 23-80613 Debtor's Counsel: Anthony Bush, Esq. THE BUSH LAW FIRM, LLC 3198 Parliament Circle 302 Montgomery AL 36116 Tel: 334-263-7733 Email: abush@bushlegalfirm.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Grady Holmes, Jr., as member. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MUZX4EY/LG_Trucking_LLC__almbke-23-80613__0001.0.pdf?mcid=tGE4TAMA LTI HOLDINGS: $315M Bank Debt Trades at 15% Discount ---------------------------------------------------- Participations in a syndicated loan under which LTI Holdings Inc is a borrower were trading in the secondary market around 84.6 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $315 million facility is a Term loan that is scheduled to mature on September 6, 2026. The amount is fully drawn and outstanding. LTI Holdings, Inc. (Boyd Corporation) is a California-based manufacturer of customized, precision products that provide thermal management (prevent overheating) and environmental sealing (protect from heat, moisture or radio-frequency) solutions to customers serving a broad array of end markets including mobile electronics, medical, and aerospace and defense among others. The company is owned by funds affiliated with Goldman Sachs Merchant Banking. LUCKY BUCKS: Files Voluntary Chapter 11 Bankruptcy Petition ----------------------------------------------------------- Lucky Bucks, LLC and its parent, Lucky Bucks HoldCo, LLC (collectively, "Lucky Bucks"), among the largest Class B coin operated amusement machine ("COAM") operators in Georgia, on June 9 announced a recapitalization transaction with the overwhelming support of its secured lenders holding over 86% of Lucky Bucks' secured debt. The recapitalization transaction will position Lucky Bucks for long-term success by significantly de-levering Lucky Bucks' balance sheet and enhancing its liquidity. "The recapitalization transaction announced [Fri]day will strengthen Lucky Bucks' financial foundation, enabling us to maintain our industry leadership across the Georgia COAM market," said James Boyden, Director and Executive Vice President of Corporate Development of Lucky Bucks. "We are confident in our ability to continue generating strong revenue for our partners as we take decisive steps to position our business for the future. During our recapitalization transaction, we expect there will be no disruption for our valued partners, employees, customers, vendors, or end-consumers." Secured lenders holding over 86% of Lucky Bucks' secured debt have entered into a Restructuring Support Agreement (the "RSA"), evidencing their support for the recapitalization transaction, including their agreement to equitize substantially all of Lucky Bucks' secured debt and provide up to $43 million of new capital in the form of new first lien debt. The recapitalization transaction, which remains subject to court and regulatory approval, will reduce Lucky Bucks' total secured debt by over $500 million and enhance Lucky Bucks' liquidity. To effectuate the recapitalization transaction, Lucky Bucks has commenced voluntary prepackaged chapter 11 cases in the United States Bankruptcy Court for the District of Delaware (the "Court"). Lucky Bucks expects to move swiftly through its chapter 11 cases to implement the recapitalization transaction in accordance with the RSA. Additionally, Lucky Bucks' secured lenders have agreed to provide $82 million of debtor-in-possession financing ("DIP Financing") to fund Lucky Bucks' capital needs during the chapter 11 cases. Additional Information To facilitate a smooth transition into chapter 11, Lucky Bucks has filed customary "First Day Motions" with the Court, which are expected to be approved in short order. These motions include requests to pay all of Lucky Bucks' general unsecured creditors in full, pay wages and benefits, and ensure the continuation of insurance, cash management systems, and other business operations without interruption. Information regarding Lucky Bucks' prepackaged chapter 11 cases is available on a separate restructuring information website administered by Lucky Bucks' claims, noticing and solicitation agent, Epiq Corporate Restructuring, LLC, which is located at https://dm.epiq11.com/LuckyBucks. Stakeholders with questions about the process may call Epiq at 1-877-621-3093 or +1-503-406-3979 if calling outside the U.S. or Canada. Milbank LLP and Richards, Layton & Finger are serving as legal counsel, Evercore is serving as investment banker, and M3 Partners is serving as financial advisor to Lucky Bucks. C Street Advisory Group, LLC is serving as strategy and communications advisor to Lucky Bucks. Akin Gump Strauss Hauer & Feld LLP and Cole Schotz PC are serving as legal counsel, Greenhill & Co., LLC is serving as financial advisor, and OnMessage Public Strategy is serving as the communications advisor to the ad hoc group of lenders holding term loan secured debt of Lucky Bucks. Latham & Watkins LLP is serving as legal counsel to certain other lenders holding secured debt of Lucky Bucks. About Lucky Bucks Lucky Bucks, LLC -- https://luckybucksga.com/ -- is a digital skill-based COAM operator based in and incorporated under the laws of the State of Georgia in the U.S. Its team has a combined 45 years of experience in the Georgia COAM industry. MAGENTA BUYER: $3.18B Bank Debt Trades at 23% Discount ------------------------------------------------------ Participations in a syndicated loan under which Magenta Buyer LLC is a borrower were trading in the secondary market around 76.6 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $3.18 billion facility is a Term loan that is scheduled to mature on July 27, 2028. The amount is fully drawn and outstanding. Magenta Buyer LLC is a provider of cyber security software that derives revenue from the sale of security products, subscriptions, SaaS, support and maintenance, and professional services. MAGENTA BUYER: $750M Bank Debt Trades at 30% Discount ----------------------------------------------------- Participations in a syndicated loan under which Magenta Buyer LLC is a borrower were trading in the secondary market around 70.1 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $750 million facility is a Term loan that is scheduled to mature on July 27, 2029. The amount is fully drawn and outstanding. Magenta Buyer LLC is a provider of cyber security software that derives revenue from the sale of security products, subscriptions, SaaS, support and maintenance, and professional services. MAGNA REAL ESTATE: Case Summary & Two Unsecured Creditors --------------------------------------------------------- Debtor: Megna Real Estate Investments, Inc. 8740 Winnetka Ave Northridge, CA 91324 Business Description: The Debtor owns a single family residence located at 705 Yarmouth Road, Palos Verdes, Estates, Calif., valued at $2.5 million. Chapter 11 Petition Date: June 12, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-10809 Judge: Hon. Martin R. Barash Debtor's Counsel: Mark T. Young, Esq. DONAHOE YOUNG & WILLIAMS LLP 25152 Springfield Court, Ste. 345 Valencia, CA 91355-1081 Tel: 661-259-9000 Fax: 661-554-7088 Email: myoung@dywlaw.com Total Assets: $2,509,232 Total Liabilities: $6,625,582 The petition was signed by Mahmud Ulkarim as president. 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/R7U6BRA/Megna_Real_Estate_Investments__cacbke-23-10809__0001.0.pdf?mcid=tGE4TAMA MATT HUTCHENS: Amends Classes 1 & 2 Secured Claims Pay Details -------------------------------------------------------------- Matt Hutchens Tire & Auto, Inc., submitted a Second Amended Subchapter V Plan of Reorganization dated June 6, 2023. The Debtor will have enough cash over the life of the Plan to make the required Plan payments through operation of the Debtor's business. The Debtor's business is improving, and the company can fund the plan payments through the continued operation of its business without the need for further reorganization. The financial projections show that the Debtor will have projected disposable income of approximately $71,083.20 (5 years). The final Plan payment is expected to be paid within 5 years of the date of confirmation of the Debtor's plan before June 1, 2028. This Plan of Reorganization proposes to pay creditors of the Debtor from revenue generated through the continued operation of the Debtor's business. The Debtor expects that all non-priority unsecured creditors holding allowed claims will receive payment in full through the distribution of disposable income over the life of the Plan. The Plan also provides for the payment of administrative and priority claims in full. Class 1 consists of the Secured Claim of United Bank. The secured claim of United Bank shall be paid to the extent of the present value of its claim ($283,738.21) amortized over 132 months, with interest at the rate of 10% (current prime rate of 8%, plus 2%), through 24 monthly installments of $3,552.37, with a final balloon payment for the remaining balance due within 30 days after the 24th payment. Payments will commence on the first day of the month following the Effective Date. United Bank shall retain its lien against the Debtor's real and personal property until the claim is paid in full. Upon payment in full, United Bank shall file a cancellation of record for its Deed-to-Secure Deed and Financing Statement. Class 2 consists of the Secured Claim of Internal Revenue Service and Department of Labor. The secured claim of the IRS shall be paid in full to the extent of the present value of its claim, with the applicable legal rate of interest, over 48 months or within a mutually acceptable time following confirmation, through equal monthly installment payments of $735.81. IRS shall retain its lien against the Debtor's real and personal property until its secured claim is paid in full. There shall be no prepayment penalty. The secured claim of the DOL shall be paid in full to the extent of the present value of its claims, with the applicable legal rate of interest, over 48 months or within a mutually acceptable time following confirmation, through equal monthly installment payments of $16.12. DOL shall retain its lien against the Debtor's real and personal property until its secured claim is paid in full. There shall be no prepayment penalty. Class 3 consists of General Unsecured Claims. General unsecured claims shall be paid in full through the pro-rata distribution of the Debtor's disposal income, after distribution for payment of administrative claims, on an annual basis until paid in full. General unsecured claims shall receive annual disbursements of disposal income, on or before February 28th of the subsequent year. The first annual disbursements will be paid on or before February 28, 2024. The Debtor reserves the right to settle and/or satisfy all Class 3 claims at any time without penalty. All payments shall be made from the Debtor's future earnings, the liquidation of its assets, or from loans, contributions, or gifts to the Debtor. A full-text copy of the Second Amended Subchapter V Plan dated June 6, 2023 is available at https://urlcurt.com/u?l=C26tnE from PacerMonitor.com at no charge. Counsel for Debtor: Christopher W. Terry, Esq. Boyer Terry, LLC 348 Cotton Avenue, Suite 200 Macon, GA 31201 Phone: (478) 742-6481 Email: chris@boyerterry.com About Matt Hutchens Tire & Auto Matt Hutchens Tire & Auto, Inc., doing business as Mark's Automotive, operates a general automotive repair business. Matt Hutchens Tire & Auto filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 22-50616) on June 6, 2022, listing as much as $500,000 in both assets and liabilities. Robert M. Matson serves as Subchapter V trustee. The case is assigned to Judge James P. Smith. Christopher W. Terry, Esq., at Boyer Terry, LLC, is the Debtor's counsel. MDWERKS INC: Buys Assets From ATE for $88K ------------------------------------------ MDwerks, Inc. entered into an Asset Purchase Agreement, dated as of May 31, 2023, by and between the Company and Automotive Transmission Engineering Corp. Pursuant to the terms of the APA, ATE agreed to sell to the Company, and the Company agreed to purchase from ATE certain assets as provided in the APA, which Assets include certain equipment such as an air compressor, tooling, welders, trailers, haulers, etc. In exchange for receipt of the Assets, the Company agreed to pay ATE $88,000. The Asset Purchase closed on May 31, 2023. The APA contains customary representations, warranties and covenants made by each of the Company and ATE. 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 since2022, 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. MEDICAL CENTER PHARMACY: Wins Final Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Alabama, Northern Division, authorized Medical Center Pharmacy, LLC to use cash collateral on a final basis in accordance with the budget. The Debtor has an immediate need to use cash collateral to pay wages and expenses and continue operating its business. As previously reported by the Troubled Company Reporter, prior to the Petition Date, the Debtor is obligated, either as Borrower or Co-Borrower or as Guarantor, for: $307,663 Business Loan Agreement and/or Note to First Financial Bank $150,000 Business Loan Agreement and/or Note to the U.S. Small Business Administration $70,556 Business Loan Agreement and/or Note to Fresh Funding Solutions, Inc. $165,665 Business Loan Agreement and/or Note to DMKA, LLC d/b/a The Smarter Merchant. $90,000 Business Loan Agreement and/or Note to Anda, Inc. $39,220 Business Loan Agreement and/or Note to Kapitus $69,913 Business Loan Agreement and/or Note to McKesson Corporation. As adequate protection, the secured parties are granted replacement liens in all of the Debtor's assets. The security interests granted are deemed perfected without the necessity for filing or execution of documents which might otherwise be required under non-bankruptcy law for the perfection of said security interests. The security interests granted are deemed perfected without the necessity for filing or execution of documents which might otherwise be required under non-bankruptcy law for the perfection of said security interests. The Objection to the Debtor's Motion to Use Cash Collateral filed by FFB is conditionally denied. FFB will receive adequate protection payments from the Debtor in the amount of $1,000 for the months of June, July, and August 2023. The adequate protection payment will increase to $2,000 for the months of September, October and November 2023. Commencing with the month of December 2023 and each month thereafter the Debtor will remit the monthly payment required under the terms of the note with FFB. The interest rate shall be fixed at 7% for the remaining term of the note. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=FbfywL from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $47,683 for June 2023; $48,183 for July 2023; $48,683 for August 2023; $49,683 for September 2023; and $49,683 for October 2023; About Medical Center Pharmacy, LLC Medical Center Pharmacy, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-80762) on April 24, 2023. In the petition signed by Michael Keith Sigmon, managing member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Clifton R. Jessup, Jr. oversees the case. C. Taylor Crockett, Esq., at C. Taylor Crockett, P.C., represents the Debtor as legal counsel. MIRAGE RESTAURANT: Seeks to Hire Golan Christie as Legal Counsel ---------------------------------------------------------------- Mirage Restaurant, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Golan Christie Taglia, LLP to serve as legal counsel in its Chapter 11 case. The firm will render these services: (a) render legal advice with respect to the powers and duties of the Debtor; (b) prepare all necessary pleadings, orders and reports with respect to this proceeding and to render all other legal services as may be necessary; and (c) do the necessary legal work regarding approval of the disclosure statement and plan. The Debtor has agreed to pay the firm's attorneys at their normal hourly rates. Robert Benjamin, Esq., at Golan Christie Taglia, disclosed in court filings 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: Robert R. Benjamin, Esq. Beverly A. Berneman, Esq. Toni J. Falligant, Esq. Golan Christie Taglia, LLP 70 W. Madison, Ste. 1500 Chicago, IL 60602 Telephone: (312) 263-2300 Facsimile: (312) 263-0939 Email: rrbenjamin@gct.law baberneman@gct.law tjfalligant@gct.law About Mirage Restaurant Mirage Restaurant, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-06458) on May 16, 2023, listing under $1 million in both assets and liabilities. Judge Deborah L Thorne oversees the case. Robert R. Benjamin, Esq. at Golan Christie Taglia LLP serves as the Debtor's counsel. MLCJR LLC: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------- Seven affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- MLCJR LLC (Lead Case) 23-90324 4514 Cole Ave, Suite 1175 Dallas TX 75205 Cox Oil Offshore, L.L.C. 23-90328 Cox Operating L.L.C. 23-90327 Energy XXI GOM, LLC 23-90330 Energy XXI Gulf Coast, LLC 23-90329 EPL Oil & Gas, LLC 23-90326 M21K, LLC 23-90325 Business Description: The Debtors are oil and gas exploration and production companies in the Gulf of Mexico. Their portfolio of properties spans approximately 750,000 net acres, with a focus on shallow-water properties. The Debtors engaged in multiple synergistic acquisitions of proven assets over the last seven years, with the most significant being the 2018 acquisition of Energy XXI's GOM shelf assets. Today, the Debtors have interests in approximately 750 producing wells, of which approximately 350 are shut- in or suspended, and a majority of which are operated by Debtor Cox Operating, L.L.C. across more than 60 fields. Chapter 11 Petition Date: May 14, 2023 Court: United States Bankruptcy Court Southern District of Texas Judge: Hon. Christopher M. Lopez Debtors' Counsel: Rebecca Blake Chaikin, Esq. Matthew D. Cavenaugh, Esq. J. Scott Rose, Esq. Emily F. Meraia, Esq. JACKSON WALKER LLP 1401 McKinney St., Suite 1900 Houston, Texas 77010 Tel: 713-752-4200 Fax: 713-752-4221 Email: srose@jw.com rchaikin@jw.com emeraia@jw.com - and - Keith A. Simon, Esq. Misha E. Ross, Esq. Christopher Beaucage, Esq. Alexandra M. Zablocki, Esq. LATHAM & WATKINS LLP 1271 Avenue of the Americas New York, New York 10020 Tel: 212-906-1200 Fax: 212-751-4864 Email: keith.simon@lw.com misha.ross@lw.com christopher.beaucage@lw.com alexandra.zablocki@lw.com Debtors' Financial Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC Debtors' Investment Banker: MOELIS & COMPANY LLC Debtors' Claims, Noticing & Solicitation Agent: KROLL RESTRUCTURING ADMINISTRATION Estimated Assets: $0 to $50,000 Estimated Liabilities: $100 million to $500 million The petitions were signed by Craig Sanders as authorized person. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/N3ERQMA/MLCJR_LLC__txsbke-23-90324__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. GOL, LLC Trade Payable $24,804,863 Attn: Casey Bousegard Vice President 4535 Highway 308 P.O. Box 309 Raceland, LA 70394 Tel: 985-532-1060 Email: casey@gulf-log.com 2. Danos, LLC Trade Payable $8,566,355 Attn: Paul Danos 3878 West Main Street Gray, LA 70359 Owner, President and Chief Executive Officer Tel: 985-346-4338 Email: pauldanos@danos.com 3. A-Port, LLC Trade Payable $6,957,077 Attn: Lilly Hamm Controller and Chief Financial Officer 100 Commission Blvd. Lafayette, LA 70508 Tel: 337-504-3054 Email: lillyh@a-portllc.com 4. Cypress Point Marine Trade Payable $6,461,753 Attn: John Sumich, President 500 Hwy 90, Ste. 120 Patterson, LA 70392 Tel: 504-234-5111 Fax: 985-399-6842 Email: jsumich@aol.com 5. Turnkey Offshore Project Trade Payable $5,741,655 Services, LLC Attn: Jay Henderson Vice President 8506 Shrimpers Row Dulac, LA 70353 Tel: 985-563-7801 Email: jay@hopeservicesinc.com 6. Quality Production Trade Payable $4,967,211 Management, LLC Attn: Clay Nunnally Chief Executive Officer 425 Griffin Rd. Youngsville, LA 70592 Tel: 985-860-9927 Email: cnunnally@qualitycompanies.com 7. Crosby Energy Services Trade Payable $4,699,833 Attn: Chris Brantley Executive Vice President and Chief Financial Officer 14090 West Main Street Cut Off, LA 70345 Tel: 985-693-6872 Fax: 985-693-8100 Email: brantley@crosbyenergyservices.com 8. Burner Fire Control Inc. Trade Payable $4,674,980 Attn: Matt Cruse President and Chief Executive Officer 1374 Petroleum Pkwy Broussard, LA 70518 Tel: 337-302-4187 800-864-4073 Email: mdcruse@burnerfire.com 9. CHET Morrison Contractors, LLC Trade Payable $4,549,665 Attn: Chet Morrison Founder and Chief Executive Officer 9 Bayou Dularge Road Houma, LA 70363 Tel: (985) 868-1950 Email: cmorrison@chetm.com 10. Seatrax, Inc. Trade Payable $4,167,388 Attn: Blue Lege Vice President 218 Gunther Lane Belle Chasse, LA 70037 Tel: 713-896-6500 713-896-6500 Email: blege@seatrax.com 11. Whitco Supply, LLC Trade Payable $3,720,047 Attn: Mindy Dawes Owner and Chief Executive Officer 200 N. Morgan Avenue Broussard, LA 70518 Tel: 337-322-0491 337-837-2440 Email: mindy@whitcosupply.com 12. Sparrows Offshore LLC Trade Payable $3,539,565 Attn: Stewart Mitchell Chief Executive Officer 6707 Northwinds Dr Houston, TX 77041 Tel: 713-896-0002 Email: stewart.mitchell@sparrowsgroup.com 13. AXIP Energy Services, LP Trade Payable $3,435,464 Attn: Doug Edwards Senior Vice President and General Counsel 1301 McKinney, Suite 900 Fulbright Tower Houston, TX 77010 Tel: 713-744-6100 832-294-6500 Email: doug.edwards@axip.com 14. Fab-Con, Inc. Trade Payable $3,343,812 Attn: Bobby Giles President and Chief Executive Officer 1710 Youngs Road Morgan City, LA 70380 Tel: 504-905-6417 Email: gilesb@fab-con.net 15. C-Dive, LLC Trade Payable $3,341,624 Attn: Robert Champagne, Owner 1011 Saddi Street Houma, LA 70363 Tel: 985-855-1617 985-868-5070 Email: robert.champagne@c-dive.com 16. Ryan, LLC Trade Payable $2,876,390 Attn: Brint Ryan Chairman of the Board and Chief Executive Officer 13155 Noel Road Suite 100 Dallas, TX 75240-5090 Tel: 972-934-0022 Fax: 972-960-0613 Email: brint.ryan@ryan.com 17. Keystone Chemical, LLC Trade Payable $2,779,380 Attn: Jeff Delahoussaye President 1019 Albertson Pkwy Broussard, LA 70518 Tel: 337-837-8127 Fax: 337-837-8760 Email: info@keystonechemical.net 18. GOM Shelf LLC Trade Payable $2,712,423 Attn: Jon Graham Sales Manager 2000 W. Sam Houston Pkwy S Suite 1200 Houston, TX 77042 Tel: 713-969-1354 Email: jon.graham@gomshelf.com 19. Prime Energy Resources, LLC Trade Payable $2,651,629 Attn: Ryan Frederick Vice President 139 James Comeaux Rd. Suite B/PMB 609 Lafayette, LA 70508 Tel: 337-680-8042 Email: ryanfrederick@prime-energyresources.com 20. Pelstar Mechanical Trade Payable $2,454,266 Services, LLC Attn: Blue Lege Vice President 1530 St Etienne Road Broussard, LA 70518 Tel: 713-248-4073 Email: blege@seatrax.com 21. DLS, LLC Trade Payable $2,311,098 Attn: Juan Knight Chief Executive Officer 701 Robley Drive, Suite 104 Lafayette, LA 70503 Tel: (256) 845-5510 Fax: (337) 924-7445 Email: knight@dls-energy.com 22. E S & H Production Group, LLC Trade Payable $2,125,017 Attn: President or General Counsel 2516 Engineers Road Belle Chasse, LA 70037 Tel: 504-392-3801 Email: info@esandh.com 23. Vision Production Trade Payable $1,955,859 Chemicals LLC Attn: Jason Broussard Vice President 8910 Cordell Road Abbeville, LA 70510 Tel: 337-517-5290 337-314-9288 Email: jasonb@visionprochem.com 24. Gulfstream Services, Inc. Trade Payable $1,903,414 Attn: Bobby Bond Chief Executive Officer 230 & 231 Development St. Houma, LA 70363 Tel: 985-688-4416/985-257-7891 Fax: 985-876-1766 Email: bobby.bond@gulfstreamservices.com 25. Linear Controls Inc. Trade Payable $1,833,538 Attn: Andre Clemons President and Chief Executive Officer 107 1/2 Commission Blvd. Lafayette, LA 70508 Email: andre.clemons@linearcontrols.net 26. Cactus Wellhead, LLC Trade Payable $1,810,510 Attn: Brian Small Chief Financial Officer 920 Memorial City Way Suite 300 Houston, TX 77024 Tel: 713-498-3193 713,626,8800 Email: brian.small@cactuswellhead.com 27. Quality Process Services, LLC Trade Payable $1,713,118 Attn: Wendy Aguillard Chief Financial Officer 587 S. Hollywood Rd. Houma, LA 70360 Tel: 985-868-1200 Email: wa@qps-la.com 28. American Panther, LLC Trade Payable/ Undetermined Attn: Nadine Moustafa Litigation Senior Vice President, General Counsel and Corporate Secretary 1501 McKinney St. Suite 800 Houston, TX 77010 Tel: 202-368-0984 Email: nmoustafa@third-coast.com 29. Chevron/Union Bank Litigation Undetermined Attn: Mike Wirth Chairman of the Board and Chief Executive Officer 6002 Bollinger Canyon Road San Ramon, CA 94583 Tel: 925-842-3232 925-842-1000 Email: mkwirth@chevron.com 30. Third Coast Midstream Trade Payable/ Undetermined Holdings, LLC Litigation Attn: Nadine Moustafa Senior Vice President, General Counsel and Corporate Secretary 1501 McKinney Street Suite 800 Houston, TX 77002 Tel: 202-368-0984 Email: nmoustafa@third-coast.com MOUNTAINEER MERGER: $200M Bank Debt Trades at 18% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Mountaineer Merger Corp is a borrower were trading in the secondary market around 82.4 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $200 million facility is a Term loan that is scheduled to mature on October 22, 2028. Mountaineer Merger Corporation owns and operates departmental stores. N.F. INTERNATIONAL: Tamara Miles Ogier Named Subchapter V Trustee ----------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Tamara Miles Ogier, Esq., at Ogier, Rothschild & Rosenfeld, PC, as Subchapter V trustee for N.F. International Inc. Ms. Ogier will be paid an hourly fee of $450 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Ogier declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Tamara Miles Ogier, Esq. Ogier, Rothschild & Rosenfeld, PC P.O. Box 1547 Decatur, GA 30031 Phone: (404) 525-4000 Fax: (678) 381-1175 Email: tmo@orratl.com About N.F. International N.F. International Inc., a company in Lawrenceville, Ga., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-54962) on May 28, 2023. In the petition signed by its chief executive officer, Nafisa Bijan, the Debtor disclosed $97,900 in assets and $3,297,730 in liabilities. Judge: Sage M Sigler oversees the case. Milton Jones, Esq., a practicing attorney in Lovejoy, Ga., is the Debtor's bankruptcy counsel. NATIONAL CINEMEDIA: Committee Taps White & Case as Legal Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of National CineMedia, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ White & Case LLP as its counsel. The firm will render these services: (a) assist and advise the committee regarding its rights, powers, and duties under the Bankruptcy Code and in connection with these Chapter 11 cases; (b) assist and advise the committee in its consultations and negotiations with the Debtors concerning the administration of these Chapter 11 cases; (c) assist and advise the committee in its examination, investigation, and analysis of the acts, conduct, assets, liabilities, and financial condition of the Debtors; (d) assist and advise the committee in the formulation, review, analysis, and negotiation of any Chapter 11 plan(s) that have been or may be filed and of the disclosure statement accompanying any such Chapter 11 plan(s); (e) take all necessary action to protect and preserve the interests of the committee and creditors holding general unsecured claims against the Debtors' estates; (f) review and analyze motions, applications, orders, statements of operations, and schedules filed with the court and advise the committee as to their propriety; (g) prepare all necessary legal papers; (h) represent the committee at all court hearings, statutory meetings of creditors, and other proceedings before this court; (i) assist and advise the committee in the review, analysis, and negotiation of any financing agreements; (j) assist and advise the committee as to its communications with its constituents regarding significant matters in these Chapter 11 cases; and (k) perform such other legal services. The hourly rates of the firm's counsel and staff are as follows: Partners $1,370 - $2,100 Counsel $1,310 Associates $740 - $1,270 Paraprofessionals $215 - $640 In addition, the firm will be reimbursed for out-of-pocket expenses incurred. Harrison Denman, Esq., a partner at White & Case, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. White & Case can be reached through: Harrison Denman, Esq. White & Case LLP 1221 Avenue of the Americas New York, NY10020-1095 Telephone: (212) 819-8200 Facsimile: (212) 354-8113 Email: hdenman@whitecase.com About National CineMedia National CineMedia, LLC, based in Centennial, Colo., owns the largest cinema-advertising network in North America. NCM derives its revenue principally from the sale of advertising to national, regional, and local businesses, which is displayed on a national and regional digital network of movie theaters. National CineMedia, LLC filed a Chapter 11 petition (Bankr. S.D. Texas Case No. 23-90291) on April 11, 2023, listing $500 million to $1 billion in estimated assets and $1 billion to $10 billion in estimated liabilities. The petition was signed by Ronnie Ng, chief financial officer of National CineMedia, Inc. The Hon. David R. Jones presides over the case. Paul, Weiss, Rifkind, Wharton & Garrison LLP, led by Paul M. Basta, Esq., Kyle J. Kimpler, Esq., Sarah Harnett, Esq., and Shafaq Hasan, Esq., serves as counsel to the Debtor. John F. Higgins, Esq., at Porter Hedges LLP is the Debtor's local counsel. The Debtor tapped Latham & Watkins LLP as special corporate and litigation counsel; Lazard Freres & Co., as investment banker; FTI Consulting, Inc., as restructuring advisor; and Omni Agent Solutions as notice, claims and balloting agent. NEW MILLENNIUM MEDICAL: Jennifer Schank Named Subchapter V Trustee ------------------------------------------------------------------ The U.S. Trustee for Region 11 appointed Jennifer Schank as Subchapter V trustee for New Millennium Medical Ltd. Ms. Schank will be paid an hourly fee of $310 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Schank declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jennifer M. Schank 6405 Century Avenue, Ste. 101 Middleton, WI 53562 Phone: (608) 327-4200 Fax: (608) 841-1502 Email: jschank@fuhrmandodge.com About New Millennium Medical New Millennium Medical Ltd. operates a Chiropractic practice from its leased premises in Belvidere, Ill. New Millennium Medical filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-80634) on May 25, 2023, with up to $500,000 in assets and up to $1 million in liabilities. Christopher Parrett, president, signed the petition. Richard G Larsen, Esq., at SpringerLarsenGreene, LLC, represents the Debtor as legal counsel. NOB HILL INN: Case Summary & Eight Unsecured Creditors ------------------------------------------------------ Debtor: Nob Hill Inn City Plan Owners 1000 Pine Street San Francisco, CA 94109 Business Description: Nob Hill is the owner of property located at 1000 Pine Street, San Francisco, CA valued $8.25 million. Chapter 11 Petition Date: June 10, 2023 Court: United States Bankruptcy Court Northern District of California Case No.: 23-30368 Judge: Hon. Dennis Montali Debtor's Counsel: Michael St. James, Esq. ST. JAMES LAW, P.C. 22 Battery Street, Suite 810 San Francisco, CA 94111 Tel: 415-391-7566 Fax: 415-391-7568 Email: ecf@stjames-law.com Total Assets: $8,537,769 Total Liabilities: $222,858 The petition was signed by Alfredo Terraza as chief financial officer. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WIXMDUA/Nob_Hill_Inn_City_Plan_Owners__canbke-23-30368__0001.0.pdf?mcid=tGE4TAMA NOVUSON SURGICAL: Court OKs Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington, at Seattle, authorized Novuson Surgical, Inc. to use cash collateral on a final basis in accordance with the budget. The Debtor requires the use of cash collateral to pay its ongoing operating expenses and continue necessary business operations. As of the Petition Date, the Debtor was indebted to Headway Capital, LLC in the approximate amount of $56,885, pursuant to the Business-Use Line of Credit and Security Agreement. As of the Petition Date, the Debtor was indebted to Sam Liao in the approximate amount of $7,500, pursuant to a Promissory Note and Security Agreement. As of the Petition Date, the Debtor was indebted to Stuart Mitchell in the approximate amount of $50,000, pursuant to two Promissory Notes and Security Agreements. The Debtor asserts that as of the Petition Date, Headway, Liao, and Mitchell did not perfect their security interests against the Debtor's cash collateral. The Lenders are granted replacement liens in the Debtor's post-petition cash, accounts receivable and inventory, and the proceeds of each of the foregoing, to the same extent and priority as any duly perfected and unavoidable liens in cash collateral held by the Lenders as of the Petition Date. The Debtor is not required to provide any additional adequate protection for the diminution of interest that the Lenders may hold in prepetition collateral. A copy of the order is available at https://urlcurt.com/u?l=INvnhG from PacerMonitor.com. About Novuson Surgical Novuson Surgical, Inc., a company in Bothell, Wash., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-10728) on April 21, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Stuart B. Mitchell, president of Novuson Surgical, signed the petition. Judge Timothy W. Dore oversees the case. Aditi Paranjpye, Esq., at Cairncross & Hempelmann, P.S., is the Debtor's counsel. NUTRIBAND INC: Incurs $1 Million Net Loss in First Quarter ---------------------------------------------------------- Nutriband Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.02 million on $476,932 of revenue for the three months ended April 30, 2023, compared to a net loss of $689,989 on $477,922 of revenue for the three months ended April 30, 2022. As of April 30, 2023, the Company had $8.67 million in total assets, $955,821 in total liabilities, and $7.72 million in total stockholders' equity. Nutriband said, "As of April 30, 2023, the Company had cash and cash equivalents of $1,278,075 and working capital of $1,209,099. For the three months ended April 30, 2023, the Company incurred an operating loss of $1,015,229 and used cash flow from operations of $749,864. The Company has generated operating losses since its inception and has relied on sales of securities and issuance of third-party and related-party debt to support cash flow from operations. In October 2021, the Company consummated a public offering and received net proceeds of $5,836,230. The Company also received to date $3,239,845 proceeds from the exercise of warrants. The Company has used these proceeds to fund operations and will continue to use the funds as needed. In March 2023, the Company entered a three-year $2,000,000 Credit Line Note facility which will permit the Company to draw down on the credit line to fund the Company's research and development of its Aversa product. "Management has prepared estimates of operations for the next twelve months and believes that sufficient funds will be generated from operations to fund its operations for one year from the date of the filing of these condensed consolidated financial statements, which indicates improved operations and the Company's ability to continue operations as a going concern. The impact of COVID-19 on the Company's business has been considered in these assumptions; however, it is too early to know the full impact of COVID-19 or its timing on a return to normal operations. "Management believes the substantial doubt about the ability of the Company to continue as a going concern is alleviated by the above assessment." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1676047/000121390023047881/f10q0423_nutribandinc.htm About Nutriband Nutriband Inc. -- www.nutriband.com -- is primarily engaged in the development of a portfolio of transdermal pharmaceutical products. Its lead product under development is an abuse deterrent fentanyl patch incorporating its AVERSA abuse deterrence technology. AVERSA technology can be incorporated into any transdermal patch to prevent the abuse, misuse, diversion, and accidental exposure of drugs with abuse potential. Nutriband reported a net loss of $4.48 million for the year ended Jan. 31, 2023, a net loss of $6.18 million for the year ended Jan. 31, 2022, a net loss of $2.93 million for the year ended Jan. 31, 2021, a net loss of $2.72 million for the year ended Jan. 31, 2020, and a net loss of $3.33 million for the year ended Jan. 31, 2019. OECONNECTION LLC: $90M Bank Debt Trades at 17% Discount ------------------------------------------------------- Participations in a syndicated loan under which OEConnection LLC is a borrower were trading in the secondary market around 82.6 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $90 million facility is a Delay-Draw Term loan that is scheduled to mature on September 25, 2026. About $50.6 million of the loan is withdrawn and outstanding. OEConnection LLC, controlled by affiliates of private equity sponsor Genstar Capital, provides cloud-based SaaS software solutions to automotive dealers, OEMs and auto repair/collision shops, that allow them to efficiently identify, locate, and price OE parts for the completion of repair services. OEC's product suite also offers tools that facilitate the certification process for dealers and repair shops that seek to become part of an OEM network. The company generates the majority of its revenue in North America and also operates in the United Kingdom. Pro forma revenue as of 2021E, including recently closed and announced acquisitions, is expected to be roughly $275 million. OREGON CLEAN ENERGY: S&P Affirms 'B+' Rating on Sr. Secured Debt ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' rating on Oregon Clean Energy LLC's (OCE) senior secured term loan B (TLB) and revolving credit facility (RCF). The '2' recovery rating on the debt is unchanged, indicating S&P's expectation for substantial (70%-90%; rounded estimate: 85%) recovery in a default scenario. The stable outlook reflects S&P's expectation of steady operational and financial performance as well as spark spreads in the low-to-mid teens over the next few years. Based on these assumptions, it projects a minimum debt service coverage ratio (DSCR) of at least 1.27x during the asset life. OCE is an 870-megawatt (MW) combined cycle, gas-fired power plant in Oregon, Ohio, which is in the American Transmission Systems Inc. (ATSI) zone of the PJM market. Ares EIF and I-Squared Capital own the project through a 50-50 joint venture. Construction of the plant began in November 2014 and was completed in July 2017 at a cost of approximately $856 million. OCE's financial performance benefited from higher energy margins in 2022. S&P said, "In 2022, OCE's financial performance exceeded our expectation due to an increase in realized energy margins. The strong market environment in 2022, spurred by demand and supply dynamics for natural gas, led to above-average power prices, with realized power prices in ATSI of about $60 per megawatt-hour (/MWh) compared with $29/MWh a year ago. At the same time, the PJM capacity auction prices for delivery year 2024-2025 were significantly lower than we expected. Although capacity prices are increasingly difficult to forecast due to evolving market rules, demand and supply dynamics, and generator bidding behavior, we foresee capacity prices remaining depressed for the next few auctions, with the regional transmission organization (RTO) price level gradually improving to $80 per megawatt-day (/MWd) by 2027-2028. However, given the plant's highly efficient nature, with a net heat rate of approximately 6,700 Btu/kWh, OCE is more dependent on energy margins, with capacity factors typically above 75%. Since energy margins represent a significant portion of OCE's revenue stream, the project realized outsize energy revenue through higher spark spreads in 2022. "We expect gross margins will decrease from last year but will remain strong in the near term, and less certain in the medium-to-long term due to uncleared capacity prices and merchant market exposure. We forecast spark spreads in the low-to-mid teens over the next few years with some energy margin suppression starting in 2026." Project has sufficient liquidity to withstand the PJM penalties Capacity resources (CP) that are unable to perform during emergency events (performance assessment hours) are assessed nonperformance penalties for each MWh not delivered. PJM declared a CP events on Dec. 23 and Dec. 24, 2022 across PJM's entire footprint. The facility was not performing at the required operating levels during both CP events and therefore, PJM assigned about $35 million in penalties. In S&P's base-case scenario, it expect that the project will have more-than-sufficient liquidity--based on projected cash flow available for debt service and availability under the RCF--to pay the entire penalty amount in 2023. Debt repayment before the 2026 maturity is a key rating consideration. S&P said, "Generally, we expect higher cash flow sweeps during periods of stronger pricing to reduce debt outstanding when prices are depressed. The penalties that OCE must pay from April to December 2023 will affect its ability to sweep against the TLB this year. As a result, we do not anticipate any meaningful sweeps in 2023. However, the project's cash flow sweep was higher than we expected (about $60 million versus our expectation of $40 million) in 2022. We project OCE will pay down about $35 million-$40 million on the TLB and will have about $360 million outstanding at maturity in 2026, leading to a post-refinancing minimum DSCR of 1.27x." The project's highly efficient CCGTs put it at the bottom of the dispatch stack, which leads to very high-capacity factors. OCE uses two Siemens SGT6-8000H combustion turbines, which S&P views as among the most efficient gas turbines on the market. In 2022, the plant achieved a net heat rate of approximately 6,750 Btu/kWh, which met our expectations. This efficient heat rate allows the plant to dispatch under most market conditions and capture a larger amount of its energy margin. OCE has hedged a portion of its expected generation for 2023 at attractive margins. OCE actively hedges its energy margins through a rolling hedging book that locks in energy margins by selling power forward contracts and buying corresponding natural gas forwards to lock in future energy margins. As part of its risk management practices, OCE has hedged portion of its expected generation for delivery year 2023 at an average spark spread of $18/MWh. Any mark-to-market collateral postings related to the hedges are now being met through a lien on the project's assets. S&P said, "The stable outlook reflects our expectation of good operational and financial performance in the near term as well as the project maintaining a minimum DSCR of 1.27x in the post-refinancing period (2026–2042). We project realized spark spreads in the low-to-mid teens through 2025, with a capacity factor in the low-to-mid 80% area over the next two years. Under these assumptions, we forecast debt repayment of at least $35 million-$40 million through the TLB period and about $360 million debt outstanding at maturity in 2026." S&P could take a negative rating action if OCE sustains DSCRs below 1.2x or if realized cash sweeps are far lower than S&P expects. This could occur if: -- Realized spark spreads are weaker, or PJM capacity prices decline; -- Unplanned outages substantially affect generation; -- Economic factors cause the power plants to dispatch materially less than S&P's base-case expectations; or -- The project's excess cash flows do not translate into expected debt paydowns, leading to a higher than-expected debt balance at maturity. S&P said, "We would consider a positive rating action if we forecast OCE will generate DSCRs above 1.35x throughout our forecast. We would expect such outcomes to materialize only via significant improvement in spark spreads and uncleared capacity prices in PJM's ATSI zone." PACKERS HOLDINGS: $1.24B Bank Debt Trades at 40% Discount --------------------------------------------------------- Participations in a syndicated loan under which Packers Holdings LLC is a borrower were trading in the secondary market around 60.4 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.24 billion facility is a Term loan that is scheduled to mature on March 9, 2028. The amount is fully drawn and outstanding. Packers Holdings, LLC, known as "PSSI", founded in 1972 and headquartered in Kieler, Wisconsin, is a provider of contract sanitation services to the food processing industry in the U.S. and Canada. PARK RIVER: Fitch Lowers LongTerm IDR to 'B-', Outlook Stable ------------------------------------------------------------- Fitch Ratings has downgraded Park River Holdings, Inc.'s ratings, including the company's Long-Term Issuer Default Rating (IDR) to 'B-' from 'B'. The Rating Outlook is Stable. The IDR downgrade to 'B-' reflects Park River's high EBITDA leverage and Fitch's expectation that leverage will remain above 6.5x through at least 2024, which is no longer consistent with the 'B' IDR. The combination of higher debt levels from sizeable acquisitions completed since the end of 2020 and margin pressure from raw material and transportation cost inflation have resulted in elevated EBITDA leverage that is meaningfully above Fitch's negative rating sensitivity of 6.5x at the 'B' IDR. KEY RATING DRIVERS Weak Credit Metrics: Park River's EBITDA leverage was 8.2x for the LTM ended March 31, 2023. Fitch projects this metric to decline to about 7.4x by YE2023 through a combination of debt reduction and modest margin expansion. EBITDA interest coverage is forecast to decline to 1.7x in 2023 from 2.3x in 2022 as interest expense increases substantially due to the company's floating rate exposure. Park River repurchased around $100 million of its senior notes on the open market since 3Q22 using ABL borrowings. The company intends to delever and Fitch expects the majority of ABL borrowings outstanding as of March 31, 2023 to be repaid during the year. Fitch expects EBITDA leverage will remain at or above 7.0x through the end of 2024. Fitch had expected the company to reduce leverage through debt reduction and margin expansion due to the addition of higher margin businesses and the realization of some synergies. At the time of the last review, Fitch's rating case had projected EBITDA leverage to decline below 6.5x by YE2022. Strained Demand Environment: Fitch expects demand in the company's end markets to remain challenged due to the downturn in residential construction and pullback in repair and remodel spending. Fitch projects revenue to decline about 7%-9% in 2023 as high-single digit volume declines are only slightly offset by higher selling prices. Fitch forecasts revenue to decline another 1%-3% in 2024 due to continued weakness in residential new construction and repair and remodel activity. Profitability and FCF: Fitch forecasts EBITDA margins to expand slightly in 2023 and 2024 to 11.0%-12.0% due to lower shipping and flat raw material costs. FCF is expected to turn meaningfully positive in 2023 despite higher interest expense as the company liquidates inventory, providing a one-time cash inflow of around $175 million and FCF margin of 8.0%-8.5%. FCF margin is expected to normalize in the low-single digits thereafter. Park River's operations were negatively impacted by significantly higher shipping costs in 2022 and the company was unable to implement price increases at a level necessary to maintain margins. Fitch expects run-rate EBITDA margin could situate in the 12.0%-13.0% range in a more-normal operating environment, driven by Dimora's and Nationwide's relatively higher margins, which are offset by lower margins at Wolf and legacy PrimeSource. There is some downside risk to Fitch's margin expectations as demand wanes and input cost pressures abate, which could result in downward pricing pressure before margin losses can be recouped. Financial Flexibility: Park River has ample liquidity as of March 31, 2023, which was bolstered in May 2022 when the company upsized its $500 million ABL facility to $750 million. Fitch expects the company's availability under its ABL to remain sufficient in the intermediate term despite a modest reduction to the borrowing base in 2023 from working capital liquidation. The company's near-term debt maturities are limited to 1% term loan amortization per year until the ABL comes due in 2025. FCF is expected to be unsustainably strong in 2023 as the company works to reduce its inventory balance, but should settle in the low-single digits thereafter. Aggressive Capital Allocation Strategy: Fitch expects ownership under Clearlake Capital Group to manage Park River's balance sheet aggressively through further debt-financed M&A activity. Fitch believes ownership has a high leverage tolerance as evidenced by the high leverage at the close of the acquisition of PrimeSource and combination with Dimora Brands in December 2020. The company also completed over $850 million of acquisitions in 2021, which were financed via $755 million of debt issuance and $130 million of capital contributions. Fitch expects the company to refrain from making additional acquisitions until leverage approaches 6.0x. Modest Competitive Position: The company's competitive position is relatively weaker compared with higher-rated building products manufacturers in Fitch's coverage due to its position as a distributor in the supply chain, the highly fragmented nature of the industry and some commoditized product offerings. Fitch believes the company's scale, broad product offering and brand equity associated with its proprietary brands, such as Grip-Rite and Pro-Twist, and the addition of branded products from the Dimora, Nationwide and Wolf acquisitions provide competitive advantages relative to other building products distributors, as demonstrated by its higher run-rate profitability margins. Cyclical End-Markets: Fitch views Park River's end-market exposure as relatively favorable compared with issuers that have more exposure to new construction activity. Fitch estimates that about 70% of Park River's revenues come from the relatively more stable residential repair and replacement sector, with the remaining 30% derived from the highly cyclical residential new construction end-market. However, some of this benefit is mitigated by the lack of exposure to non-residential end-markets, which tend to have different cycle times and could lessen the acute impact from a steep decline in residential activity. DERIVATION SUMMARY Park River's IDR reflects the company's modest competitive position, high leverage, middling profitability metrics and ability to generate modest FCF. The company's large scale, breadth of product offerings, extended debt maturity schedule and adequate liquidity position are also factored into the ratings. The high cyclicality of Park River's end markets and the sponsor's aggressive capital allocation strategy are also incorporated in the 'B-' IDR. Park River has weaker credit and profitability metrics than other Fitch-rated public building products manufacturers, which are concentrated in low investment-grade rating categories. These peers typically have EBITDA leverage at or below 3.0x, global operating profiles and market positions that are stronger than Park River. Park River has modestly higher profitability metrics compared with building products distributors such as LBM Acquisition, LLC (B/Stable), but has less scale and weaker credit metrics. LBM also has higher exposure to the more cyclical new construction market and is exposed to volatile lumber prices. Overall financial flexibility among these issuers is comparable, with no material near-term maturities. KEY ASSUMPTIONS - Revenues decline around 7%-9% in 2023 and 1%-3% in 2024; - EBITDA margins of 11.0%-12.0% in 2023 and 2024; - FCF margin of 8%-9% in 2023 due to significant working capital reduction. FCF margins in the low-single digits thereafter; - Debt reduction in 2023 by way of modest open market notes repurchases and ABL paydown; - The company refrains from acquisitions until leverage approaches 6.0x. Recovery Analysis Assumptions The recovery analysis assumes that Park River would be considered a going concern (GC) in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim and a 3% concession payment from Park River's secured lenders to the unsecured bondholders in the analysis. Fitch's GC EBITDA estimate of $245 million estimates a post-restructuring sustainable EBITDA. This is about 16% below Fitch-calculated EBITDA for the LTM ended March 31, 2023. The GC EBITDA is based on Fitch's assumption that a default would occur from further declines in the residential new construction and repair and remodel end markets, combined with losses of certain customers. Fitch estimates annual revenues of $2.2 billion, which are about 20% below March 31, 2023 LTM levels and Fitch-calculated EBITDA margin of about 11.1% (roughly 60bps above March 31, 2023 EBITDA margin) would capture the lower revenue base of the company after emerging from a housing downturn, plus a sustainable margin profile after right sizing, which leads to Fitch's $245 million GC EBITDA assumption. Fitch assumed a 6.0x enterprise value (EV) multiple to calculate the GC EV in a recovery scenario. The 6.0x multiple compares with a 5.5x multiple for New AMI I, LLC (B/Stable) and Doman Building Materials Group Ltd. (B/Stable). These peers are smaller in scale and have lower margins than Park River. Fitch used a 6.0x EV multiple for LBM Acquisition, LLC, which is a pure distributor, but is considerably larger than Park River. Fitch assumes the ABL revolver has $525 million outstanding at the time of recovery, which accounts for potential shrinkage in the available borrowing base during a period of deflating lumber prices and contracting volumes that causes a default, and is assumed to have prior-ranking claims to the term loan in the recovery analysis. The analysis results in a recovery corresponding to an 'RR1' for the $750 million ABL and an 'RR3' for the first lien term loan, and a recovery corresponding to an 'RR6' rating for the unsecured notes. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Fitch's expectation that EBITDA leverage will be sustained below 6.5x; - The company maintains a strong liquidity position with no material short-term debt obligations; - EBITDA interest coverage sustained above 2.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA interest coverage sustained below 1.5x; - Fitch's expectation that FCF generation will approach neutral or turn negative, resulting in a diminished liquidity position; - Increased risk regarding the company's ability to successfully address the maturity of its ABL, prompting liquidity concerns. LIQUIDITY AND DEBT STRUCTURE Ample Liquidity: Park River has ample liquidity with $4.8 million of unrestricted cash on the balance sheet as of March 31, 2023 and $493.6 million of borrowing availability ($220.0 million outstanding and $29.3 million in LCs) under its $750 million ABL facility. Fitch expects the company to generate meaningful cash from working capital reduction in 2023 and to use this cash to repay outstanding ABL borrowings. While this will ultimately improve Park River's liquidity position, Fitch expects a small offset due to a modest decline in the ABL borrowing base. Maturity Schedule: Park River does not have any maturities until December 2025, when its ABL comes due. The company's senior secured term loan and senior unsecured notes mature in 2027 and 2029, respectively. The amortization under the term loan is manageable at 1% per annum or about $15.1 million, paid quarterly. ISSUER PROFILE Park River Holdings, Inc. is a leading national provider of specialty branded interior and exterior residential building products. The company's product offerings include construction fasteners, cabinet knobs and pulls, decking, fence, gate and functional hardware, railing systems and perimeter security. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Park River Holdings, Inc. LT IDR B- Downgrade B senior secured LT BB- Downgrade RR1 BB senior unsecured LT CCC Downgrade RR6 CCC+ senior secured LT B Downgrade RR3 B+ PEACE EQUIPMENT: Sylvia Mayer Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Region 7 appointed Sylvia Mayer, Esq., at S. Mayer Law, PLLC, as Subchapter V trustee for Peace Equipment, LLC. Ms. Mayer will be paid an hourly fee of $450 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Any paralegal assisting her will be paid at the rate of $195 per hour. Ms. Mayer declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Sylvia Mayer, Esq. S. Mayer Law, PLLC P.O. Box 6542 Houston, TX 77265 Telephone: (713) 893-0339 Facsimile: (713) 661-3738 Email: smayer@smayerlaw.com About Peace Equipment Peace Equipment, LLC is a licensed and DOT-registered trucking company running freight hauling business from Edcouch, Texas. Peace Equipment filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-70098) on May 24, 2023, with $1 million to $10 million in both assets and liabilities. Alejandro G. Mascorro, president, signed the petition. Judge Eduardo V. Rodriguez oversees the case. The Debtor is represented by Reese W. Baker, Esq., at Baker & Associates. PHASE ONE SERVICES: Unsecureds Will Get 10% of Claims over 5 Years ------------------------------------------------------------------ Phase One Services LLC filed with the U.S. Bankruptcy Court for the Southern District of Texas a Plan of Reorganization dated June 6, 2023. The Debtor operates a trucking transportation business. The Debtor is currently owned 100% by Ashley Williams. Ms. Williams will remain the president and representative of the Debtor going forward. The Debtor had to file bankruptcy due aggressive tactics of the multiple merchant cash advance companies. These tactics and the lockup of the business bank account by the merchant cash advance companies put an impossible strain on the finances of the company, including the withdrawal of funds and the inability to allow it to pay employees or operate. Debtor proposes to pay allowed unsecured based on the liquidation analysis and cash available. Debtor anticipates having enough business and cash available to fund the plan and pay the creditors pursuant to the proposed plan. It is anticipated that after confirmation, the Debtor will continue in business. Based upon the projections, the Debtor believes it can service the debt to the creditors. The Debtor will continue operating its business. The Debtor's Plan will break the existing claims into seven classes of Claimants. These claimants will receive cash repayments over a period of time beginning on the Effective Date. While Debtor's Plan proposes to pay claims not to exceed 3 years, nothing prevents Debtor from prepaying its claims. Class 8 consists of Allowed Unsecured Claims. All allowed unsecured creditors shall receive a pro rata distribution at zero percent per annum over the next 5 years beginning not later than the 15th day of the first full calendar month following 30 days after the effective date of the plan and continuing every year thereafter for the additional 4 years remaining on this date. Debtor may begin on the 15th day of the month after the effective date of confirmation, to begin disbursements to the Class 8 claims. Debtor will distribute up to $23,127.65 to the general allowed unsecured creditor pool over the 5-year term of the plan. The Debtor's General Allowed Unsecured Claimants will receive 10% of their allowed claims under this plan. Any creditors listed in the schedules of Phase One Services LLC as disputed and did not file a claim will not receive distributions under this plan. The allowed unsecured claims total $190,990.58. Class 9 Equity Interest Holders. The current owner will receive no payments under the Plan; however, they will be allowed to retain their ownership in the Debtor. Class 9 Claimants are not impaired under the Plan. Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the Plan of Reorganization dated June 6, 2023 is available at https://urlcurt.com/u?l=BvCpbR from PacerMonitor.com at no charge. Debtor's Counsel: Robert C. Lane, Esq. Joshua D. Gordon, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Telephone: (713) 595-8200 Facsimile: (713) 595-8201 Email: notifications@lanelaw.com Joshua.gordon@lanelaw.com About Phase One Services Phase One Services, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-30835) on March 8, 2023, with up to $1 million in both assets and liabilities. Jarrod B. Martin has been appointed as Subchapter V trustee. Judge Marvin Isgur oversees the case. Robert C. Lane, Esq., at The Lane Law Firm, represents the Debtor as bankruptcy counsel. PHOENIX BUILDING: Court OKs Cash Collateral Access Thru July 19 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Massachusetts, Eastern Division, authorized Phoenix Building Management LLC to use cash collateral on an interim basis in accordance with the budget, through July 19, 2023. The Debtor requires cash collateral access to fund certain ongoing expenses. As previously reported by the Troubled Company Reporter, the Debtor has no unsecured creditors. The Debtor's only secured creditors, except for possibly the Town of Rockland for current unpaid real estate taxes, are: (1) U.S. Bank National Association, as Trustee for Velocity Commercial Capital Loan Trust 2022-4, which holds a mortgage and assignment of rents on the Property. The Bank asserts it is currently owed approximately $1.62 million. The Debtor disputes this amount; and (2) Amida Special Opportunity Investments, LLC, which holds a subordinate mortgage and assignment of rents, which secure a guaranty by the Debtor of the obligations of an entity also owned by the Debtor's principal, William Barry. The Debtor does not pay Amida, which is paid by the primary obligor. The Debtor believes Amida is owed approximately $1.1 million. The debt to Amida is also collateralized by other properties, including property owned by the primary obligor. As adequate protection to the Bank and Amida: a. The Debtor will grant them continuing replacement liens and security interests to the same validity, extent and priority that each would have had in the absence of the bankruptcy filing. b. The Debtor will remain within its Budget, within an overall margin of 10%. c. The Debtor will make monthly adequate protection payments to the Bank in the amount of $10,000 by the 10th day of the month, including the months of June and July, provided that application of such payments to principal, interest or otherwise will be subject to further order of the Court. A final hearing on the matter is set for July 18 at 10:30 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=RiUwiA from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $14,275 for June 2023; $12,387 for July 2023; and $12,387 for August 2023. About The Phoenix Building Management The Phoenix Building Management LLC owns two commercial and eight residential units (currently fully tenanted) located at 315-321 Union St., Rockland, Mass., having an appraised value of $2.4 million. Phoenix Building Management filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-10579) on April 14, 2023, with $2,500,000 in assets and $1,627,000 in liabilities. The petition was signed by William T. Barry as manager. Judge Janet E. Boswick oversees the case. David B. Madoff, Esq., at Madoff & Khoury, LLP represents the Debtor as counsel. PILL CLUB PHARMACY: Comm. Taps GlassRatner as Financial Advisor --------------------------------------------------------------- The official committee of unsecured creditors of The Pill Club Pharmacy Holdings, LLC and affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire GlassRatner Advisory & Capital Group, LLC dba B. Riley Advisory Services as its financial advisor. The firm will render these services: a. assist in the analysis, review, and monitoring of the restructuring and/or liquidation process, including, but not limited to, an assessment of the unsecured claims pool and potential recoveries for unsecured creditors; b. develop a complete understanding of the Debtors' businesses and their valuations; c. determine whether there are viable alternative paths for the disposition of the Debtors' assets from any currently or in the future proposed by any Debtor; d. monitor and, to the extent appropriate, assist the Debtors in efforts to develop and solicit transactions that would support unsecured creditor recovery; e. assist the Committee in identifying, valuing, and pursuing estate causes of action, including, but not limited to, relating to prepetition transactions, control person liability, and lender liability; f. assist the Committee to analyze, classify and address claims against the Debtors and to participate effectively in any effort in these Chapter 11 Cases to estimate (in any formal or informal sense) contingent, unliquidated and disputed claims; g. assist the Committee to identify, preserve, value and monetize tax assets of the Debtors, if any; h. advise the Committee in negotiations with the Debtors, certain of the Debtors' lenders and third parties; i. assist the Committee in reviewing the Debtors' financial reports, including, but not limited to, statements of financial affairs, schedules of assets and liabilities, cash budgets and monthly operating reports; j. assist the Committee in reviewing the Debtors' cost/benefit analysis with respect to the assumption or rejection of various executory contracts and leases; k. review and provide analysis of the present and any subsequent proposed debtor-in-possession financing or use of cash collateral; l. assist the Committee in evaluating and analyzing avoidance actions, including fraudulent conveyances and preferential transfers; m. review and provide analysis of any proposed disclosure statement and chapter 11 plan and, if appropriate, assist the Committee in developing an alternative chapter 11 plan; n. attend meetings and assist in discussions with the Committee, the Debtors, the secured lenders, the U.S. Trustee and other parties in interest and professionals; o. present at meetings of the Committee, as well as meetings with other key stakeholders and parties; p. perform such other advisory services for the Committee as may be necessary or proper in these proceedings, subject to the aforementioned scope; and q. provide testimony on behalf of the Committee as and when may be deemed appropriate. The firm will be paid at these hourly rates: Senior Managing Directors $795 - $550 Managing Directors $550 - $425 Directors $425 - $325 Associate Director/Senior Associate $325 - $275 Associate $275 - $175 Carol Fox, senior managing director at GlassRatner, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Carol Fox GlassRatner Advisory & Capital Group, LLC d/b/a B. Riley Advisory Services 200 East Broward Blvd., Suite 1010 Direct: (954) 859-5075 Mobile: (954) 494-2856 Email: cfox@brileyfin.com About The Pill Club Pharmacy Holdings The Pill Club Pharmacy Holdings, LLC is a digital healthcare platform. The company says it is "on a mission to empower women and people who menstruate to lead their healthiest lives." It combines telemedicine and direct-to-consumer pharmacy. Pill Club Pharmacy Holdings and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 23-41090) on April 18, 2023. In the petition signed by Elizabeth Meyerdirk, chief executive officer, the Debtors disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Edward L. Morris oversees the cases. The Debtors tapped Katherine A. Preston, Esq., at Winston and Strawn, LLP as general bankruptcy counsel; Accordion Partners, LLC as financial advisor; and BMC Group, Inc. as claims, noticing, solicitation and administrative agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Akerman, LLP and Buchalter, A Professional Corporation. PILL CLUB PHARMACY: Committee Taps Akerman LLP as Legal Counsel --------------------------------------------------------------- The official committee of unsecured creditors of The Pill Club Pharmacy Holdings, LLC and affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Akerman, LLP as its legal counsel. The firm will render these services: a. to advise the Committee with respect to its rights, duties, and powers in the Chapter 11 Cases; b. assist and advise the Committee in consultations with the Debtors' counsel in connections with administration of the Chapter 11 Cases; c. assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors, operation of the Debtors' business and the desirability of continuing or selling such business and/or assets under Bankruptcy Code section 363, the formulation of a chapter 11 plan, and other matters relevant to the Chapter 11 Cases; d. assist the Committee in analyzing the claims of the Debtors' creditors and Debtors' capital structure and in negotiating with holders of claims and equity interests, including analysis of possible objections to the nature, extent, validity, priority, amount, subordination, or avoidance of claims and/or transfers of property in consideration of such claims; e. advise and represent the Committee in connection with matters generally arising in this case, include the obtaining of credit, the sale of assets, and the rejection or assumption of executory contracts and unexpired leases; f. appear before this Court, any other federal, state, or appellate court; g. attend the meeting(s) of creditors and of the Committee; h. prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, objections, and responses to any of the foregoing; i. protect the interests of the Committee in all matters pending before this Court; and j. perform such other legal services as may be required or are otherwise deemed to be in the interest of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. The firm will be paid at these rates: David W. Parham $875 per hour Esther McKean $575 per hour Associates $365 - $425 per hour Paraprofessionals $335 per hour David Parham, Esq., a partner at Akerman, disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David W. Parham, Esq. Esther A. McKean, Esq. 2001 Ross Avenue, Suite 3600 Dallas, TX 75201 Telephone: (214) 720-4300 Email: david.parham@akerman.com esther.mckean@akerman.com About The Pill Club Pharmacy Holdings The Pill Club Pharmacy Holdings, LLC is a digital healthcare platform. The company says it is "on a mission to empower women and people who menstruate to lead their healthiest lives." It combines telemedicine and direct-to-consumer pharmacy. Pill Club Pharmacy Holdings and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 23-41090) on April 18, 2023. In the petition signed by Elizabeth Meyerdirk, chief executive officer, the Debtors disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Edward L. Morris oversees the cases. The Debtors tapped Katherine A. Preston, Esq., at Winston and Strawn, LLP as general bankruptcy counsel; Accordion Partners, LLC as financial advisor; and BMC Group, Inc. as claims, noticing, solicitation and administrative agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Akerman, LLP and Buchalter, A Professional Corporation. PILL CLUB PHARMACY: Committee Taps Buchalter APC as Co-Counsel -------------------------------------------------------------- The official committee of unsecured creditors of The Pill Club Pharmacy Holdings, LLC and affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Buchalter, A Professional Corporation as its co-counsel. The firm will render these services: (a) attend the meetings of the Committee; (b) review financial and operational information furnished by the Debtors to the Committee; (c) analyze and negotiate the budget and the terms and use of the Debtors' cash collateral arrangement; (d) assist in the Debtors' efforts to market and sell their assets in a manner that maximizes value for creditors; (e) assist the Committee in negotiations with the Debtors and other parties in interest on any proposed chapter 11 plan and/or exit strategy for these cases; (f) confer with the Debtors' management, counsel, and financial advisor and any other retained professional; (g) confer with the principals, counsel, and advisors of the Debtors' lenders and equity holders; (h) review the Debtors' schedules, statements of financial affairs, and business plan; (i) advise the Committee as to the ramifications regarding all of the Debtors' activities and motions before this Court; (j) review and analyze the Debtors' financial advisors' work product and report to the Committee; (k) investigate and analyze certain of the Debtors' prepetition conduct, transactions, and transfers; (l) provide the Committee with legal advice in relation to the chapter 11 cases; (m) prepare various pleadings to be submitted to the Court for consideration; and (n) perform such other legal services for the Committee as may be necessary or proper in these proceedings. The firm will be paid at these hourly rates: Daniel Slate, Shareholder $850 Jeffrey K. Garfinkle, Shareholder $750 Caroline R. Djang, Shareholder $750 Dakota Pearce, Associate $450 Laurie Verstegen, Paralegal $270 Jeffrey Garfinkle, Esq., a shareholder at Buchalter, A Professional Corporation, 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 through: Jeffrey K. Garfinkle, Esq. CAROLINE R. DJANG, Esq. BUCHALTER, A Professional Corporation 18400 Von Karman Avenue, Suite 800 Irvine, CA 92612-0514 Telephone: (949) 760-1121 Facsimile: (949) 720-0182 Email: jgarfinkle@buchalter.com cdjang@buchalter.com About The Pill Club Pharmacy Holdings The Pill Club Pharmacy Holdings, LLC is a digital healthcare platform. The company says it is "on a mission to empower women and people who menstruate to lead their healthiest lives." It combines telemedicine and direct-to-consumer pharmacy. Pill Club Pharmacy Holdings and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 23-41090) on April 18, 2023. In the petition signed by Elizabeth Meyerdirk, chief executive officer, the Debtors disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Edward L. Morris oversees the cases. The Debtors tapped Katherine A. Preston, Esq., at Winston and Strawn, LLP as general bankruptcy counsel; Accordion Partners, LLC as financial advisor; and BMC Group, Inc. as claims, noticing, solicitation and administrative agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Akerman, LLP and Buchalter, A Professional Corporation. PLASTIQ INC: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Plastiq, Inc. and its affiliates. The committee members are: 1. Globant, LLC 875 Howard Street, 3rd Floor San Francisco, CA 994103 Attention: Mercedes Ros Tel: 877-215-5230 Email: Mercedes.ros@globant.com 2. Brex, Inc. 50 West Broadway, Suite 333 #15548 Salt Lake City, UT 84101 Attention: Patrick Ekeruo Tel: 833-228-2044 Email: notices@brex.com 3. Bowei Liu 926 Powell Street, Apt. 24 San Francisco, CA 94108 Tel: 510-449-3451 Email: liubowei@gmail.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 Plastiq Inc. Founded in 2012, Plastiq Inc. is a leading B2B payments company for SMBs. It 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 Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10671) on May 24, 2023. In the petition filed by its chief restructuring officer, Vladimir Kasparov, Plastiq Inc. reported $50 million to $100 million in both assets and liabilities. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Young, Conaway, Stargatt & Taylor, LLP as counsel and Triple P RTS, LLC as restructuring advisor. Kurtzman Carson Consultants, LLC is the claims agent. PLUMBING TECHNOLOGIES: Case Summary & Nine Unsecured Creditors -------------------------------------------------------------- Debtor: Plumbing Technologies, LLC 5245 Vista Boulevard, Suite F-3-339 Sparks, NV 89436 Business Description: The Debtor designs, engineers, manufactures, markets, sells toilet seats. Chapter 11 Petition Date: June 12, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-35478 Debtor's Counsel: Michelle L. Trier, Esq. GENOVA, MALIN & TRIER, LLP 1136 Route 9 Wappingers Falls, NY 12590 Tel: 845-298-1600 Total Assets: $2,169,310 Total Liabilities: $2,364,227 The petition was signed by Edward Sims as chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3PDMSRY/Plumbing_Technologies_LLC__nysbke-23-35478__0001.0.pdf?mcid=tGE4TAMA PLUTO ACQUISITION: $873M Bank Debt Trades at 16% Discount --------------------------------------------------------- Participations in a syndicated loan under which Pluto Acquisition I Inc is a borrower were trading in the secondary market around 83.8 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $873.4 million facility is a Term loan that is scheduled to mature on June 20, 2026. About $855.8 million of the loan is withdrawn and outstanding. Pluto Acquisition I, Inc. provides health care services. The Company operates in the United States. PROFESSIONAL CHARTER: Court OKs Interim Cash Collateral Access -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, San Francisco Division, authorized Professional Charter Services, LLC to use cash collateral on a final basis in accordance with the budget. As previously reported by the Troubled Company Reporter, FC Market Place, LLC, CT Corporate System, LLC, the U.S. Small Business Administration, and Corporation Service Company, each asserted a security interest in certain collateral of the Debtor, including deposit accounts and accounts receivable. The Debtor had outstanding accounts receivable from various customers, for which transportation services have already been provided, in the approximate amount of $478,148, and upwards of $100,000 of the accounts receivable may be doubtful or uncollectible. The Debtor had cash on deposit in financial institutions of approximately $105,866, which were not subject to control agreements and are unencumbered funds. As of the Petition Date, the Debtor also had accounts receivable of approximately $478,148, of which upwards of $100,000 may be uncollectable, which are subject to the security interest of the Secured Creditors. The allowed amount of FC Market Place's claim is at least $517,994, which is greater than the Debtor's accounts receivable ($478,148), and given its senior position, the Debtor can value and avoid the security interest of CT Corporate System, the SBA and Corporation Service Company in the Debtor's pre-petition accounts receivable pursuant to 11 U.S.C. section 506(a). The Court said the Debtor is authorized to use pre-petition accounts receivable consistent with its Operating Budget in the aggregate amount not to exceed $235,006 per month on an interim and final basis. Pursuant to 11 U.S.C. section 363(2), secured creditors FC Market Place, CT Corporate System, the SBA, Corporation Service Company, and Santander Bank, N.A. will be granted replacement liens on all post-petition accounts receivable generated by Debtor in the same nature, extent, validity, and priority that existed as of the Petition Date. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=Orzr15 from PacerMonitor.com. About Professional Charter Services, LLC Professional Charter Services, LLC is a bus charter company founded in 2008. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-30264) on April 25, 2023. In the petition signed by Celeste Orozco, vice president, the Debtor disclosed $2,652,026 in assets and $6,709,007 in liabilities. Judge Hannah L. Blumenstiel oversees the case. Brent D. Meyer, Esq., at Meyer Law Group, LLP, represents the Debtor as legal counsel. PURIFYING SYSTEMS: May Use Cash Collateral Thru Aug 8 ----------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Purifying Systems, Inc. to use cash collateral on an interim basis until August 8, 2023. As previously reported by the Troubled Company Reporter, Wells Fargo on December 29, 2016, loaned the principal amount of $1.178 million to Purifying Systems. The Loan is evidenced by, among other instruments, a Promissory Note, Commercial Security Agreement, UCC-1 filing(s), Subordination Agreement, Addendum to Subordination Agreement, Modification Agreement, Deed of Trust and Mortgage. As of Petition Date, Wells Fargo was owed $723,933, plus post-petition interest, attorneys fees and costs. The Court said the Debtor must pay directly to Wells Fargo the monthly amount of $5,401 on the first day of each month thereafter unless extended in writing by Wells Fargo. A continued final hearing on the matter is set for August 8, 2023, at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=KX3CBV from PacerMonitor.com. About Purifying Systems, Inc Purifying Systems, Inc. provides equipment for any water treatment, from water softeners and chemical pumps to reverse osmosis units. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-16301) on November 16, 2022. In the petition signed by Jaime I. Magana, secretary, the Debtor disclosed up to $500,000 in assets. Judge Barry Russell oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, is the Debtor's legal counsel. R&G DEVELOPMENT: Financing or Sale Proceeds to Fund Plan Payments ----------------------------------------------------------------- R&G Development Group, LLC, filed with the U.S. Bankruptcy Court for the Western District of Washington a Disclosure Statement for the Chapter 11 Plan dated June 6, 2023. The Debtor is a Washington limited liability company formed in April 2021 by equal members Willie Gilbert and Chad Ronquillo for the purpose of acquiring and developing real estate. In December 2021, the Debtor acquired certain land located at 2090 Wheaton Way, Bremerton, WA 98310, for which the necessary permits had already been obtained for the construction of a 29-unit apartment building (the "Project"). In order to fund the acquisition and construction of the Project, the Debtor obtained a loan from BRMK Lending, LLC ("BRMK Lending") in the stated principal amount of $5,086,258 with a twelve-month term (the "BRMK Loan"). The BRMK Loan is secured by a first position deed of trust recorded against the Project (the "BRMK Deed of Trust"). The Debtor filed this Chapter 11 in order to retain possession of the Project so that the significant equity therein can be maximized for the benefit of all creditors and equity holders through a sale of the Project as is, or by obtaining financing to complete the Project and to pay creditors through a subsequent sale or permanent financing. The estimated value of the Project was conservative, based upon a December 2022 appraisal with an as-is value of $4,820,000 plus an additional $500,000 spent on further construction expenditures that would increase the value significantly. The Project is now 75% complete. In addition, an appraisal commissioned by BRMK Lending in February 2023 reflects a then as-is value of the Project of $4,810,000 (prior to the subsequent construction expenditures). The more recent appraisal does not include the approximately $500,000 in additional work done since December 2022 that has moved the Project closer to completion. Class 11 consists of the Allowed General Unsecured Claims (each, a "Class 11 Claim"). Holders of Class 11 Claims shall be paid from the PCHS Sale Proceeds, the Completed Project Proceeds, the Permanent Financing Proceeds, or the Alternative Sale Proceeds, as the case may be, after full satisfaction of the Class 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10 Claims. To the extent the PCHS Sale Proceeds, Completed Project Proceeds or Alternative Sale Proceeds are insufficient to pay Class 11 Claims in full, each Holder of a Class 11 Claim shall receive its Pro Rata share of such proceeds. Class 12 consists of the Equity Interests. Each Holder of an Equity Interest shall retain such Interest following Confirmation but shall receive no distributions on account of such Interest unless and until Holders of Class 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11 Claims have been paid in full. The Debtor shall proceed with a sale of the Project to PCHS (the "PCHS Sale") pursuant to the terms of the PCHS Sale Agreement. The PCHS Sale shall be free and clear of liens, claims, and encumbrances pursuant to Bankruptcy Code § 363. The net proceeds of the Project Sale, after payment of closing costs (the "Project Sale Proceeds") shall be distributed to Holders of Claims in Classes 1-11. Any addenda to the PCHS Sale Agreement entered into after the filing of the Plan, if any, shall be filed and served no later than 7 days prior to the date fixed by the Court for objections to confirmation. To the extent the PCHS Sale does not close for any reason, the Debtor shall have a period of 60 days (the "Permitted Completion Funding Period") from the date on which the PCHS Sale Agreement is terminated by either party thereto to obtain financing in an amount that is sufficient to satisfy the Class 1 Claim and complete the Project (the “Completion Funding”). The Project will be listed with a listing agent during the Permitted Completion Funding Period. To the extent Completion Funding is obtained, and upon completion of the Project (the "Completed Project"), the Debtor will promptly either (a) obtain permanent financing, the proceeds of which (the "Permanent Financing Proceeds") will be used to pay Classes 2 through 11, or (b) market and sell the Project (the "Completed Project Sale"). The Completed Project Sale shall be free and clear of liens pursuant to Bankruptcy Code § 363 and the net proceeds of the Completed Project Sale net of closing costs (the "Completed Project Proceeds") will be distributed to Holders of Claims in Classes 2-11. To the extent the PCHS Sale does not close for any reason, the Debtor shall immediately list the Project with a listing agent and the Project shall be marketed during the Permitted Completion Funding Period until and unless a Completion Funding transaction closes. In the event the Debtor does not obtain Completion Funding within the Permitted Completion Funding Period, the Debtor shall sell the Project (the "Alternative Sale"). The Alternative Sale shall be free and clear of liens, claims and encumbrances pursuant to Bankruptcy Code § 363. The proceeds of the Alternative Sale, net of closing costs shall be distributed to Holders of Claims in Classes 1-11. A full-text copy of the Disclosure Statement dated June 6, 2023 is available at https://urlcurt.com/u?l=yAIxyR from PacerMonitor.com at no charge. Debtor's Counsel: 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 R&G Development Group, LLC, owns land and partially constructed apartment building located at 2090 Wheaton Way, Bremerton, WA valued at $5.3 million. R&G Development Group 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 serves as the Debtor's legal counsel. RANGE PARENT: S&P Upgrades ICR to 'CCC' on Distressed Exchange -------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '1' recovery rating to Itasca, Ill.-based components and control systems manufacturer Range Parent Inc.'s (Robertshaw) new $98 million first-out debt facility, 'CCC' rating and '4' recovery rating to the new $373 million second-out facility, and 'CC' rating and '6' recovery rating to the new $73 million third-out, $23 million fourth-out, and $29 million fifth-out debt facilities. Concurrently, S&P withdrew its 'D' issue-level ratings on the company's existing first- and second-lien term loans. A total of $96 million remains outstanding, and they are now junior to the new and exchanged debt facilities. The negative outlook reflects the risk of a conventional default or further distressed exchanges absent significant traction in operating performance amid a slowing economy, operational uncertainty, and accelerated debt maturities if Robertshaw cannot refinance its remaining first-lien term loan. Robertshaw's capital structure remains unsustainable because of its heavy debt load and operating performance challenges amid weaker demand for residential and commercial appliances in the North American markets. The company's ability to increase sales and restore profitability is challenged by the continuation of weaker consumer demand for appliances. While fallout of gas-based appliances from the European energy markets has moderated, a sharp decline in U.S. new construction housing and destocking from appliance manufacturers continues to weigh on demand for Robertshaw's products. For the last 12 months ended Dec. 31, 2022, revenues fell 10%--the fifth consecutive period of quarter-over-quarter decline. S&P anticipates revenues will remain soft in the first half of calendar 2023 as increased interest rates pressure new housing starts in North American markets, before rebounding in the second half. Supply chain and inflationary pressures caused significant issues within Robertshaw's manufacturing process throughout most of fiscal 2023. For the last 12-months period ended Dec. 31, the company's S&P Global Ratings-adjusted EBITDA fell about 600 basis points due to these manufacturing issues. In late 2022, it began taking measures to combat pricing pressure by working with customers to further increase prices and make permanent broad-based surcharges, renegotiate more favorable terms with its suppliers, and plant consolidations and other operational efficiency improvements. This, combined with new money raised in the debt offering, should enable Robertshaw to improve its margin profile over the next 12-18 months. However, given S&P's expectations for a second-half recovery, EBITDA could be negligible over the next couple of quarters, causing leverage to be unsustainable. Despite incremental liquidity improvement, uncertainty remains as to whether the debt exchange will provide ample time to turn around operations. The exchange gives the company about a year to improve sales, profitability, and cash flow. This includes additional liquidity that we think will give Robertshaw about 12 months to show traction in its strategic direction. However, the incremental debt load and accompanying higher interest rates will likely have a significant impact on cash generation over the foreseeable future. Robertshaw will need to dramatically improve profitability or could face a liquidity crunch within the next 12-18 months. In addition, $80 million remains outstanding on the existing first-lien term loan. If more than $12.5 million remains outstanding on Jan. 28, 2025, the 2027 maturity on its super-priority debt facilities will accelerate and become due immediately. This springing maturity places significant risk of a conventional default within the next 18 months or another exchange offering. The negative outlook reflects the risk of a conventional default or further distressed exchanges absent significant traction in operating performance amid a slowing economy, operational uncertainty, and accelerated debt maturities if Robertshaw cannot refinance its remaining first-lien term loan. S&P could lower its rating on Robertshaw if it envisions a specific default scenario in the next six months. This could occur if: -- Likelihood is increased that the company will pursue another exchange offering on the remaining outstanding balances of its first- and second-lien term loans that S&P views as tantamount to a default; -- It cannot successfully address its upcoming debt maturities prior to six months before its existing first-lien term is due; or -- Liquidity becomes constrained such that there is a material deficit. Although unlikely over the next 12 months, S&P could raise its rating if: -- Robertshaw successfully addresses the remaining outstanding balance on its first-lien term loan through a refinancing or maturity extension, such that S&P would not consider it a distressed exchange or restructuring; -- Operating performance trends and leverage improve such that S&P views the company's capital structure as more sustainable, for instance if S&P Global Ratings-adjusted-EBITDA is above $70 million without a significant free operating cash flow deficit; and -- S&P expects it would not face a liquidity crunch over the next 12 months. ESG credit indicators: E-2, S-2, G-4 S&P said, "We revised our governance credit indicator to G-4 from G-3. Governance factors are a negative consideration in our credit rating analysis of Range Parent. In our view, poor strategic planning and effectiveness in navigating the volatile environment caused in part the company's recent severe earnings misses and resulted in a default. Furthermore, the score reflects our uncertainty concerning the sustainability of operating performance and the revised capital structure. It also considers the continued ownership of Range Parent's private equity owners." RE-CONNECT: Court OKs Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, authorized Re-Connect My Life, Inc. to use cash collateral in the amount of $6,011 on an interim basis in accordance with the budget and the Debtor's agreement with Huntington National Bank. The Debtor requires funds to pay expenses in connection with maintaining operations, including satisfying taxes, payroll, and paying utilities. The Debtor borrowed $50,000 based on a Promissory Note June 11, 2020. The Note has a variable interest rate of 3% over the prime rate. The Note also provides for default rate of interest 3% over the non-default and the recovery of attorney fees. As of the date of the bankruptcy filing, the unpaid balance was $50,832. The Debtor executed a Security Agreement to secure its debt to the Bank. The Security Agreement is dated June 11, 2020. The Bank perfected its security interest in the Collateral by filing a UCC-1 Financing Statement on June 18, 2020. The Bank has a first priority security interest in all of the Collateral of the Debtor. To avoid immediate and irreparable harm to the Debtor pending a final hearing on the Motion, the Debtor is permitted to use cash collateral in the maximum amount of $6,011 only until the earlier of (A) the final hearing on the Motion, or (B) the date the Order becomes a final order. As adequate protection, the Lender will receive replacement liens in the Debtor's post-petition assets to the same extent and with the same priority that it has by virtue of the pre-petition perfected security interests as of the Petition Date. The Debtor's permission to use cash collateral terminates upon the occurrence of any of the following: (a) The Debtor's failure to abide by any of the terms and conditions contained in this Order, any Debtor-in-Possession order, or any other order of the Court; (b) An order being entered dismissing the case or converting the case to a case under Chapter 7 of the Bankruptcy Code, appointing Trustee to perform any duties of the Debtor, or terminating the authority of the Debtor to conduct business; or (c) The Debtor's cessation of operations for any reason. As adequate protection of the Lender's interests, and secure the payment of the Indebtedness, the Lender is granted security interests and replacement liens upon all assets of the Debtor. As additional adequate protection of the Lender's interests, the Debtor will pay the Lender $460 a month representing interest on Note 1. A final hearing on the matter is set for June 28, 2023 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=PEUYHb from PacerMonitor.com. About Re-Connect My Life Re-Connect My Life, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-30804) on May 11, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Joel D. Applebaum oversees the case. The Debtor is represented by George E. Jacobs, Esq., at the Bankruptcy Law Offices. RESOURCE TRAINING: Charles Persing Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 2 appointed Charles Persing, a certified public accountant at Bederson LLP, as Subchapter V trustee for The Resource Training Center, Inc. Mr. Persing will be paid an hourly fee of $490 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Persing declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Charles N. Persing 100 Passaic Avenue, Suite 310 Fairfield, NJ 07004 Tel. (973) 530-9181 Email: cpersing@bederson.com About Resource Training Center The Resource Training Center, Inc. conducts business under the name Christopher's Reason. It is based in Staten Island, N.Y. Resource Training Center filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41896) on May 30, 2023, with $612,544 in assets and $2,777,912 in liabilities. Ann Marie Perrotto, president and chief executive officer, signed the petition. Judge Jil Mazer-Marino oversees the case. Jacqulyn S. Loftin, Esq., at Lamonica Herbst & Maniscalco, LLP is the Debtor's legal counsel. RHP HOTEL: Fitch Affirms LongTerm IDRs at 'BB-', Outlook Stable --------------------------------------------------------------- Fitch Ratings has assigned a 'BB-'/'RR4' rating to RHP Hotel Properties, LP's senior unsecured notes offering. The notes offering will rank pari passu with all other senior unsecured debt. Fitch has also affirmed Ryman Hospitality Properties, Inc.'s and its operating partnership, RHP Hotel Properties, LP's (collectively RHP) Long-Term Issuer Default Ratings (IDRs) at 'BB-' following the announced acquisition of the JW Marriot Hotel in San Antonio, Texas. The Rating Outlook is Stable. Fitch has affirmed Aurora Convention Center Hotel, LLC's Long-Term IDR at 'BB-'/Stable, as well as the following issue level ratings: RHP's senior secured at 'BB+'/'RR1', RHP's senior unsecured at 'BB-'/'RR4' and Aurora's senior secured at 'BB+'/'RR1'. Fitch expects the transaction will remain within current leverage sensitivities and does not materially impact liquidity. Although smaller in room count compared to the existing portfolio of five group-oriented hotels, the JW Marriott San Antonio commands high ADR's, supporting its' high-end offering, with even further future growth potential. The rating also reflects Ryman's exposure to the large, group segment, which has greater visibility into future cash flows and protection from cancellation and attrition fees, as well as strong liquidity position. KEY RATING DRIVERS Strategic Acquisition for Growth: Fitch views Ryman's acquisition of JW Marriott Hill Country in San Antonio, Texas positively as the growth opportunities are in line with the company's strategy. Ryman's portfolio post transaction includes six major group-oriented hotels, with a larger system supporting potential increase in repeat business and synergies amongst hotels. The JW Marriott Hill Country has commanded premium ADR with its' high-end offerings, making it an attractive and natural fit with the existing Gaylord properties. Ryman is well positioned from a balance sheet perspective and the transaction will be funded through a mix of debt, equity and cash on hand. Fitch expects Ryman to remain well within the leverage sensitivities upon transaction close, appropriate for the 'BB-' rating. Solid Balance Sheet Management: Fitch forecasts RHP will maintain net leverage metrics appropriate for the 'BB-' rating despite macroeconomic headwinds in 2H23 into 2024, thanks to solid forward-booking trends and favorable contracted group bookings. Fitch expects net leverage to be 4.2x by YE23, which is in line with the company's policy of 4x-4.5x. RHP has meaningful headroom to manage a more material economic downturn as demonstrated by its performance during the global financial crisis when it experienced only mid-teen declines in EBITDA and slight margin erosion. Compared to peers, RHP has greater visibility into future cash flows and protection from cancellation and attrition fees, which Fitch views favorably. The solid liquidity position is supported by the company's commitment to improve its financial profile by working to unencumber its asset pool. In the most recent refinancing activity, the facility was only encumbered by the equity pledges in two assets. Strong Rebound Post-Pandemic: RHP's operations have outperformed Fitch's prior expectations, which should continue into 1H23 as group travel demand continues to gain momentum. Fitch anticipates rate growth to retract in FY24 in response to a pullback in discretionary travel due to recessionary and inflationary concerns. However, Fitch expects occupancy to continue to improve through the forecast period as group travel demand begins to return, as evidenced by recent and forward booking trends. RHP went into 2023 with approximately 50 points of occupancy on the books, in line with pre-pandemic trends and suggests substantial improvement to normalized occupancy levels while maintaining rate. High-Quality, Differentiated Portfolio: RHP owns a high-quality, concentrated portfolio of five specialized hotels with strong competitive positions in the large group destination resort market. The company's smallest hotel has 1,500 rooms, and each of its five properties ranks within the 10 largest U.S. hotels as measured by exhibit and meeting space square footage. RHP's portfolio also has the highest space-to-rooms ratio in the segment. Groups comprise roughly 70% of hospitality revenues, which are in multi-year advance booking windows. High capital costs and long lead times provide some barriers to new supply in RHP's niche property type. Volatile Cash Flows: Hotel industry cyclicality is a key credit concern. Hotels re-price their inventory daily, resulting in the shortest lease terms and least stable cash flows within commercial real estate. Economic cycles and exogenous events (i.e. acts of terrorism) have historically caused or exacerbated industry downturns. The average large group bookings window is over two years, which provides RHP with better revenue visibility than most hotel REITs. Longer lead times can cause group demand to lag that of the overall industry, which can buffer cash flows during downturns and delay them during recoveries. RHP's Entertainment segment (a small but growing share of segment EBITDA) provides some additional cash flow diversification and stability. The segment includes unique, valuable entertainment content stemming from the Grand Ole Opry's nearly 100 years of history, as well as other branded entertainment and/or F&B assets. DERIVATION SUMMARY RHP is more concentrated by assets, geography and chainscale (i.e. hotel quality) than its peer Host Hotels & Resorts (BBB-/ Positive). Additionally, RHP's focus on the large group segment differentiates it from its peers. While RHP's entertainment assets generate a small (but growing) portion of its overall EBITDA, Fitch views the diversification as a credit positive. RHP's high portfolio concentration by assets, markets, price/amenity level, brand and property manager are consistent with speculative grade ratings. RHP has demonstrated access to common equity, private placement unsecured bonds and bank debt, secured debt, and joint ventures. However, Fitch believes the company's access to many of these capital avenues is relatively weaker than more established REIT issuers that own portfolios with more stable, longer lease duration property types in core urban markets generally favored by institutional equity investors and lenders. Fitch rates the IDRs of the parent REIT and subsidiary operating partnership on a consolidated basis using the weak parent/strong subsidiary approach and open access and control factors based on the entities operating as a single enterprise with strong legal and operational ties. KEY ASSUMPTIONS - $800 million acquisition funded by mix of debt, equity and cash on hand; - Occupancy increases of 2% in 2024, 4% in 2025 and 2% in 2026 (occupancy 68% in 2023, 70% in 2024, in 71% in 2025 and 73% in 2026); - ADR declines of -11% in 2024, -3% in 2025 and -1% in 2026; - EBITDA margins of 30%-31% through the forecast period; - Annual capex of 8% through the forecast period; - Fitch assumes normalized dividends beginning in 2023 with annual dividend/share growth of 2% thereafter. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Fitch's expectation and public commitment for net leverage to remain below 4.0x; - Greater portfolio diversification by market, asset, brand and manager; - Sustained improvement in EBITDA margins. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Fitch's expectation for net leverage to sustain above 5.0x; - Entertainment spinoff resulting in lower EBITDA and thus elevated leverage; - Prolonged retraction of corporate travel demand in impending recessionary environment; - Slower than expected return from Block 21. LIQUIDITY AND DEBT STRUCTURE Liquidity Well-Positioned: As of March 31, 2023, Ryman had $318.5 million in unrestricted cash and an aggregate amount of $743.4 million available on its company and OEG revolving credit facilities. The company recently refinanced its facility, pushing out the revolver maturity until 2027 with an option to extend for one year and $500 million Term Loan B to 2030. Ryman has demonstrated its ability to consistently access the capital markets from a multitude of sources supporting its balance sheet position. The proposed transaction is expected to be funded by a mix of debt, equity and cash on hand, with net leverage expected to remain well within the sensitivities. ISSUER PROFILE RHP is a lodging and hospitality REIT specializing in upscale convention center resorts and country music entertainment experiences. It owns five of the top 10 largest non-gaming convention center hotels in the U.S. under the Gaylord Hotels brand and managed by Marriott International. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Aurora Convention Center Hotel, LLC LT IDR BB- Affirmed BB- senior secured LT BB+ Affirmed RR1 BB+ Ryman Hospitality Properties, Inc. LT IDR BB- Affirmed BB- RHP Hotel Properties, L.P. LT IDR BB- Affirmed BB- senior unsecured LT BB- New Rating RR4 senior unsecured LT BB- Affirmed RR4 BB- senior secured LT BB+ Affirmed RR1 BB+ RICH'S DELICATESSEN: Court OKs Cash Collateral Access Thru July 12 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Rich's Delicatessen and Liquors, Inc. to use cash collateral on an interim basis under the same terms and conditions as set forth in previous order. The Debtor is permitted to use funds in its checking accounts as well as the payroll account to pay actual, ordinary course of business, subject to the budget. The terms of the order will expire on July 12, 2023 at 5 p.m. A continued hearing on the matter is set for July 11 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=QgZV6U from PacerMonitor.com. About Rich's Deli Rich's Food & Liquors, Inc., and Rich's Delicatessen & Liquors, Inc. are family-owned and operated specialty European grocery stores. Both stores feature mostly European and Polish products. Rich's Food store is located at 4747 N Harlem Ave., Harwood Heights, Ill., while Rich's Deli store is located at 857 N Western Ave., Chicago, Ill. Rich's Food & Liquors, Inc., and Rich's Delicatessen & Liquors Inc. each filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-13563 and 22-13693) on Nov. 28, 2022. In the petitions filed by their manager, Mark Allen, Rich's Food disclosed $1 million to $10 million in both assets and liabilities while Rich's Deli reported $100,000 to $500,000 in assets and $500,000 to $1 million in liabilities. Judge Jacqueline P. Cox oversees the cases. The Debtors are represented by David R. Herzog, Esq., at the Law Office of David R. Herzog, LLC. RICH'S FOOD: Court OKs Cash Collateral Access Thru July 12 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Rich's Food and Liquors, Inc. to use cash collateral on an interim basis under the same terms and conditions as set forth in previous order. The Debtor is permitted to use funds in its checking accounts as well as the payroll account to pay actual, ordinary course of business, subject to the budget. The terms of the order will expire on July 12, 2023 at 5 p.m. A continued hearing on the matter is set for July 11 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=ICzmO1 from PacerMonitor.com. About Rich's Deli Rich's Food & Liquors, Inc., and Rich's Delicatessen & Liquors, Inc. are family-owned and operated specialty European grocery stores. Both stores feature mostly European and Polish products. Rich's Food store is located at 4747 N Harlem Ave., Harwood Heights, Ill., while Rich's Deli store is located at 857 N Western Ave., Chicago, Ill. Rich's Food & Liquors, Inc., and Rich's Delicatessen & Liquors Inc. each filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-13563 and 22-13693) on Nov. 28, 2022. In the petitions filed by their manager, Mark Allen, Rich's Food disclosed $1 million to $10 million in both assets and liabilities while Rich's Deli reported $100,000 to $500,000 in assets and $500,000 to $1 million in liabilities. Judge Jacqueline P. Cox oversees the cases. The Debtors are represented by David R. Herzog, Esq., at the Law Office of David R. Herzog, LLC. ROCK RIDGE: July 13 Plan Confirmation Hearing Set ------------------------------------------------- On June 1, 2023, Rock Ridge Farms Partnership filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina a Disclosure Statement describing Chapter 11 Plan. On June 6, 2023, Judge Joseph N. Callaway conditionally approved the Disclosure Statement and ordered that: * July 13, 2023 at 10:00 AM in Randy D. Doub United States Courthouse, 2nd Floor Courtroom, 150 Reade Circle, Greenville, NC 27858 is the hearing on confirmation of the plan. * July 10, 2023 is fixed as the last day for filing written acceptances or rejections of the plan. * July 10, 2023 is fixed as the last day for filing and serving written objections to confirmation of the plan. A copy of the order dated June 6, 2023 is available at https://urlcurt.com/u?l=XVA9Yp from PacerMonitor.com at no charge. Counsel for the Debtor: David F. Mills, Esq. Narron Wenzel, P.A. P.O. Box 1567 102 S. Third Street Smithfield, NC 27577 Tel: (919) 934-0049 Fax: (919) 938-1058 Email: dmills@narronwenzel.com About Rock Ridge Farms Partnership Rock Ridge Farms Partnership is in the business of farming sweet potatoes, soybeans, corn, and peanuts in and around Wilson County, N.C. Rock Ridge Farms sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-00291) on Feb. 2, 2023, with up to $10 million in both assets and liabilities. Robert C. Boyette, partner at Rock Ridge Farms, signed the petition. Judge Joseph N. Callaway oversees the case. David F. Mills, Esq., at Narron Wenzel, P.A., is the Debtor's legal counsel. RODA LLC: July 12 Bid Deadline Set for Ice-Skating Complex ---------------------------------------------------------- Hilco Real Estate, LLC announced July 12, 2023, as the qualified bid deadline for the Chapter 11 bankruptcy sale of this turnkey ice-skating complex in Sherwood, Oregon. Well located along the Southwest Pacific Highway, 16 miles outside of Portland, this facility draws demand and usage from the greater Portland market and beyond with regional team tournaments, figure skating events as well as public and private skating lessons scheduled regularly. Built in 1999, the currently operating, 51,000± SF ice arena features a National Hockey League regulation-size sheet of ice, pro-shop, beer garden, weight room, grandstands and concessions. Between the retail space on the first floor and the offices on the second, the property has eight additional revenue-generating lease opportunities, which could generate a potential gross revenue of $823,000 (based on market evaluation). The site also has room for future expansion on its 4.53± acres. The property is in the community of Sherwood, in the southeast corner of Washington County. Nestled in the Tualatin Valley, Sherwood offers an excellent balance between the metropolitan amenities found in Portland and the natural beauty of both the Tualatin River and the Tualatin Mountains. The area boasts a vibrant downtown area with a variety of shops, restaurants and local events throughout the year. It is a family-friendly community with excellent schools and a strong sense of safety, camaraderie and pride. Sherwood'smedian household income is $107,537 with 3.89% one-year growth. This sale is being conducted by Order of the U.S. Bankruptcy Court District of Oregon (Portland), Bankruptcy Petition No. 23-30250-thp11, In re: RODA, LLC and is subject to court approval. Qualified bids must be received on or before the deadline of July 12, 2023at 5:00 p.m. (CT)and must be submitted on the approved Purchase and Sale Agreement in compliance with the bankruptcy court-approved bid procedures available for review and download from Hilco Real Estate's website. Terry Rochford, senior vice president of business development at Hilco Real Estate, states, "We believe this property adds significant value to the community and will continue to draw revenue and garner expanded interest from both local and regional winter sports enthusiasts. Combined with the certainty of the bankruptcy sale process, this property is a compelling offering!" Jeff Azuse, executive vice president at Hilco Real Estate, added, "Considering the increasing demand for ice-skating facilities in the Portland MSA and the small number of competitive rinks, this property presents a unique opportunity to drive up revenue by optimizing scheduling and capitalizing on market demand." Interested buyers should review the bid procedures for requirements in order to participate in the bankruptcy sale process available on Hilco Real Estate's website. For further information, please contact Jonathan Cuticelli at (203) 561-8737 or jcuticelli@hilcoglobal.com, Jamie Coté at (847) 418-2187 or jcote@hilcoglobal.com and Adam Zimmerman, MAI, at (847) 917-9323 or azimmerman@hilcoglobal.com. For further information on the property, sale process, and terms or to obtain access to due diligence documents, please visit HilcoRealEstate.com or call (855) 755-2300. About Hilco Real Estate Hilco Real Estate ("HRE"), a Hilco Global company (HilcoGlobal.com), is headquartered in Northbrook, Illinois (USA). HRE is a national provider of strategic real estate disposition services. Acting as an agent or principal, HRE uses its experience to advise and execute strategies to assist clients in deriving the maximum value from their real estate assets. By leveraging multi-faceted sales strategies and techniques, aggressive repositioning and restructuring experience, a vast and motivated network of buyers and sellers, and substantial access to capital, HRE exceeds expectations even in the most complex transactions. About RODA LLC RODA, LLC, a company in Washington County, Ore., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 23-30250) on Feb. 6, 2023. In the petition signed by its managing member, Roy MacMillan, the Debtor disclosed up to $10 million in both assets and liabilities. MacMillan is a debtor in a separate Chapter 11 case (Bankr. D. Ore. Case No. 23-30159). The cases are jointly administered. Judge Teresa H. Pearson oversees the case. Douglas R. Ricks, Esq., at Vander Bos and Chapman, LLP, Intellequity Legal Services, LLC and Thomas L Strong CPA PC serve as the Debtor's bankruptcy counsel, special counsel and accountant, respectively. ROOSEVELT INN: Court Enters Stipulated & Final Judgment ------------------------------------------------------- Roosevelt Inn, LLC, and Roosevelt Motor Inn, Inc., submitted a Third Amended Disclosure Statement with respect to the Second Amended Joint Plan of Reorganization dated June 8, 2023. To effectuate the Plan, the Plan and Plan Support Agreement provide for contributions from the Released Parties and Reorganized Debtors for, inter alia, the establishment of (a) the Settlement Trust for the payment and satisfaction of the Tort Claims, (b) the Professional Fee Reserve for the payment and satisfaction of the Allowed Professional Fee Claims, (c) the GUC Fund for the payment and satisfaction of the Allowed General Unsecured Claims, and (d) payment of and satisfaction of any other Allowed Claims in accordance with the provisions of the Plan. On May 16, 2023, the District Court entered a stipulated and final judgment in favor of Samsung, Nationwide, Harleysville, and ACE which effectively disposed of all other issues in the coverage litigation, including a Fourth Party Complaint of Nationwide/Harleysville against Philadelphia Indemnity Insurance Company and a Fifth-Party Complaint of Philadelphia Indemnity Insurance Company against Capitol Specialty Insurance Corporation (the "Stipulated and Final Judgment"). On June 1, 2023, the Debtors filed a Notice of Appeal of the Stipulated and Final Judgment to the Third Circuit Court of Appeals. Like in the prior iteration of the Plan, each holder of an Allowed General Unsecured Claim shall receive its Pro Rata Share of the GUC Fund up to the full amount of such Allowed General Unsecured Claim. Pursuant to Section 1123(b)(3) of the Bankruptcy Code and Bankruptcy Rule 9019, the Plan incorporates a proposed compromise and settlement of numerous Debtor-Creditor, Debtor-Equity Security Holders, and inter-Creditor issues designed to achieve an economic settlement of Claims against all of the Debtors and a fair and efficient resolution of the Chapter 11 Cases. At the Confirmation Hearing, the Bankruptcy Court will determine whether to approve the Settlement as fair and equitable and within the bounds of reasonableness. The Plan specifically constitutes a good faith compromise and settlement by, between and among the Released Parties on one hand, and the holders of Tort Claims on the other. If the Settlement is approved, the Confirmation Order shall constitute an order of the Bankruptcy Court, pursuant to section 1123(b)(3) of the Bankruptcy Code and Bankruptcy Rule 9019, approving the compromises and settlements contained in the Plan and the Plan Support Agreement. On the Effective Date, as consideration of the Settlement, the Reorganized Debtors shall contribute to the Settlement Trust, the Settlement Trust Contribution consisting of cash in the amount of $1,587,500.00, plus the Insurance Assignment, and the Settlement Trust Causes of Action (collectively, the "Settlement Amount"). Also, on the Effective Date, in consideration for the Settlement, and the treatment, protections, Injunctions and Releases provided under the Plan and the Plan Support Agreement, (i) the Equity Security Holders shall contribute the Equity Security Holders Contribution ($1,100,000.00) to the Estate of the Reorganized Debtors, (ii) UFVS shall contribute the UFVS Contribution ($30,000.00) to the Estate of the Reorganized Debtors, (iii) Patel shall contribute the Patel Contribution ($10,000.00) to the Estate of the Reorganized Debtors, and (iv) the Reorganized Debtors will procure Exit Financing from the Exit Lender in an amount no less than $2,100,000.00, to pay the balance of $447,500.00 on account of the Settlement Amount and to pay the Reorganized Debtors’ other obligations due under the Plan. The contributions of the Debtors, Reorganized Debtors, the Equity Security Holders, UFVS, and Patel, directly or indirectly, to the Settlement are expressly conditioned upon entry of the Confirmation Order confirming the Plan, including the Channeling Injunction, the Releases and the Injunctions set forth in the Plan and Plan Support Agreement and the occurrence of the Effective Date. Distributions under the Plan shall be funded from the following sources: * the Reorganized Debtors shall fund (a) the Professional Fee Reserve on account of and satisfy Allowed Professional Fee Claims, (b) the Settlement Trust Contribution and (c) the GUC Fund, from the proceeds of any or all of the following sources: (i) the Exit Financing, (ii) the Equity Security Holders Contribution, (iii) the UFVS Contribution, (iv) the Patel Contribution, and (v) Cash on hand on or after the Effective Date in accordance with the terms of the Plan and Confirmation Order; * the Reorganized Debtors shall fund Distributions on account of and satisfy Allowed General Unsecured Claims exclusively from the GUC Fund; * the Settlement Trust shall fund distributions on account of and satisfy compensable Tort Claims (holders of Allowed Class 5 (Direct Tort Claims) and holders of Allowed Class 6 (Indirect Tort Claims)) in accordance with the Trust Distribution Procedures from the Settlement Trust Assets; and * the Reorganized Debtors shall fund Distributions on account of and satisfy all other Allowed Claims with Cash on hand on or after the Effective Date in accordance with the terms of the Plan and the Confirmation Order. A full-text copy of the Third Amended Disclosure Statement dated June 8, 2023 is available at https://urlcurt.com/u?l=wGQTGx from PacerMonitor.com at no charge. Attorneys for the Debtors: Aris J. Karalis, Esq. Robert W. Seitzer, Esq. Robert M. Greenbaum, Esq. KARALIS PC 1900 Spruce Street Philadelphia, PA 19103 Tel: (215) 546-4500 About Roosevelt Inn Roosevelt Inn, LLC is a Philadelphia-based company that operates in the traveler accommodation industry. Roosevelt Inn and its affiliate, Roosevelt Motor Inn, Inc., filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Lead Case No. 21-11697) on June 16, 2021, listing as much as $10 million in both assets and liabilities. Anthony Uzzo, manager, signed the petitions. Judge Ashely M. Chan presides over the cases. The Debtors tapped Karalis, PC as bankruptcy counsel; Asterion, Inc. as financial advisor; A. Uzzo & Company, CPA's PC as bookkeeper; and Blank Rome, LLP and Reed Smith, LLP as special counsel. SEMILEDS CORP: Extends Notes Maturity to May 2024 ------------------------------------------------- SemiLeds Corporation entered into a third amendment to Convertible Unsecured Promissory Notes to (i) extend the maturity date from May 30, 2023 to May 30, 2024, and (ii) change the conversion price from $3 to $2.046. All other terms and conditions of the Notes remain the same. On Nov. 25, 2019 and on Dec. 10, 2019, the Company issued convertible unsecured promissory notes to J.R. Simplot Company, its largest shareholder, and Trung Doan, its Chairman and chief executive officer, with a principal sum of $1.5 million and $500,000, respectively, and an annual interest rate of 3.5%. Principal and accrued interest was be due on demand by the Holders on and at any time after May 30, 2021. On Feb. 7, 2020, J.R. Simplot Company assigned all of its right, title and interest in and to Simplot Taiwan Inc. The outstanding principal and unpaid accrued interest of the Notes may be converted into the Company's common stock based on a conversion price of $3.00 per share, at the option of the Holders any time from the date of the Notes. On May 25, 2020, each of the Holders converted $300,000 of the Notes into 100,000 shares of the Company's common stock. On May 26, 2021, the Notes were extended with the same terms and interest rate for one year and a maturity date of May 30, 2022. On May 26, 2022, the Notes were second extended with the same terms and interest rate for one year and a maturity date of May 30, 2023. About SemiLEDs Headquartered in Miao-Li County, Taiwan, R.O.C., SemiLEDs -- http://www.semileds.com-- develops and manufactures LED chips and LED components for general lighting applications, including street lights and commercial, industrial, system and residential lighting, along with specialty industrial applications such as ultraviolet (UV) curing, medical/cosmetic, counterfeit detection, horticulture, architectural lighting and entertainment lighting. SemiLEDs reported a net loss of $2.73 million for the year ended Aug. 31, 2022, compared to a net loss of $2.86 million for the year ended Aug. 31, 2021. As of Feb. 28, 2023, the Company had $15.20 million in total assets, $12.52 million in total liabilities, and $2.68 million in total equity. Diamond Bar, California-based KCCW Accountancy Corp., the Company's auditor since 2019, issued a "going concern" qualification in its report dated Nov. 7, 2022, citing that the Company incurred recurring losses from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. SIO2 MEDICAL: Reaches Agreement with Committee, Oaktree & Athos --------------------------------------------------------------- SiO2 Medical Products, Inc., and its affiliates submitted a Second Amended Disclosure Statement describing Chapter 11 Plan dated June 6, 2023. The Plan embodies an agreement reached between the Debtors, the Committee, Oaktree, and Athos in the Settlement Term Sheet. The Settlement Term Sheet has a few key features including: (a) releases for Oaktree and all Oaktree Related Parties, Athos and all Athos Related Parties, employees of the Debtors, and the vendors and customers of the Reorganized Debtors, other than BARDA and Moderna; (b) a minimum recovery pool for Holders of General Unsecured Claims of $1.25 million; (c) resolution to potential litigation related to the claim for the Make-Whole Amount; and (d) establishment of, and funding for, the Liquidation Trust. On the Effective Date, the Reorganized Debtors will transfer, or cause to be transferred, to the Liquidation Trust any Claims and Causes of Action held by the Debtors and their respective Estates against any of the Non-Released Parties, including any D&O Claim, and any Avoidance Action held by the Debtors to the extent not released under the Plan. The Liquidation Trust Claims shall exclude Retained Cause of Action or Claim or Cause of Action against (a) any of the Released Parties; (b) BARDA; (c) the Debtors' customers (including Moderna); or (d) the Reorganized Debtors' go-forward trade partners. The Settlement Term Sheet resolves potential litigation related to Oaktree's asserted claim to the Make-Whole Amount through the Excess Sale Proceeds Waterfall, pursuant to which, if the Initial Plan Sponsor receives cash proceeds in excess of $306 million in cash and take-back debt from the Winning Bidder in the Auction process (any such cash amounts in excess of $306 million, the "Excess Sale Proceeds"), then: (a)(i) 50% of such Excess Sale Proceeds shall be distributed Pro Rata to each Holder of an Allowed General Unsecured Claim, and (ii) 50% of such Excess Sale Proceeds shall be distributed Pro Rata to each Holder of an Allowed First Lien Term Loan Claim until the Make-Whole Amount is paid in full, (b) to the extent any Excess Sale Proceeds remain after the Make-Whole Amount is paid in full, the Excess Sale Proceeds shall be distributed Pro Rata to each Holder of an Allowed General Unsecured Claim until such Holder's Allowed General Unsecured Claim is paid in full; and (c) to the extent any Excess Sale Proceeds remain after all Allowed General Unsecured Claims are paid in full, the Excess Sale Proceeds shall be distributed Pro Rata to each Holder of an Allowed Athos Subordinated Claim until such Holder's Athos Subordinated Claim is paid in full. Regardless of receipt of Excess Sale Proceeds (if any), the Initial Plan Sponsors agree to: (a) waive any deficiency claim on account of its First Lien Term Loan Claims and (b) not, pursuant to the intercreditor agreement or otherwise, pursue any turnover from the Holder of Second Lien Term Loan Claims (or any affiliate thereof) of any payments, distributions or other transfers of value made under the Plan, or during the pendency of the chapter 11 cases, to the Holder of Second Lien Term Loan Claims (or any affiliate thereof). Class 5 consists of General Unsecured Claims. As soon as reasonably practicable after the Effective Date, each holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of: * the General Unsecured Claims Cash Pool; * consideration made available pursuant to the Excess Sale Proceeds Waterfall (if any); * distributions on account of its Liquidation Trust Class A Interests. In no event shall any Holder of an Allowed General Unsecured Claim receive, on account of such Claim, a recovery greater than 100% of the Allowed amount of such Claim. This Class will receive a distribution of 0-100% of their allowed claims. Class 6 consists of Athos Subordinated Claims. As soon as reasonably practicable after the Effective Date, each Holder of an Allowed Subordinated Claim shall receive, unless such holder has agreed to other such treatment in writing, its Pro Rata share of: * consideration made available pursuant to the Excess Sale Proceeds Waterfall (if any); and the distributions in respect of its Liquidation Trust Class B Interests, if any, after all Allowed Claims in Class 5 have been paid in full or otherwise satisfied. The Liquidation Trust shall be formed on the Effective Date, unless all claims in Classes 4, 5, and 6 are satisfied in full in Cash on or before such date. The Liquidation Trust will be governed by the Liquidation Trust Agreement, which will be filed as part of the Plan Supplement and administered by the Liquidation Trustee. In the event of any conflict between the terms of the Plan and the terms of the Liquidation Trust Agreement, the terms of the Plan shall govern. On the Effective Date, the Reorganized Debtors shall transfer the Liquidation Trust Assets to the Liquidation Trust and, together with the Liquidation Trustee, take all steps necessary to establish the Liquidation Trust in accordance with and pursuant to the terms of the Plan and the Liquidation Trust Agreement. Under no circumstances shall the Debtors, the Reorganized Debtors, or any other party be required to contribute any additional assets to the Liquidation Trust other than the Liquidation Trust Assets. In no event shall the Liquidation Trustee have any authority to pursue Claims or Causes of Action against any Released Party and the Liquidation Trust Agreement shall also so stipulate. The Plan and distributions thereunder will be funded by or consist of the following sources of consideration: (i) Cash on hand, (ii) Cash from the Exit Financing, as applicable (iii) any Excess Sale Proceeds, and (iv) the General Unsecured Claims Cash Pool to fund distributions to certain Holders of Allowed General Unsecured Claims consistent with terms of the Plan. A full-text copy of the Second Amended Disclosure Statement dated June 6, 2023 is available at https://urlcurt.com/u?l=enH0db from Donlin, Recano and Co., Inc., claims agent. Co-Counsel for the Debtors: Justin R. Alberto, Esq. Seth Van Aalten, Esq. Patrick J. Reilley, Esq. Stacy L. Newman, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801 Tel: (302) 652-3131 Fax: (302) 652-3117 Email: svanaalten@coleschotz.com jalberto@coleschotz.com preilley@coleschotz.com snewman@coleschotz.com Brian Schartz, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: bschartz@kirkland.com - and - Joshua M. Altman, Esq. Dan Latona, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: josh.altman@kirkland.com dan.latona@kirkland.com About SiO2 Medical Products SiO2 Medical Products, Inc. is a material life sciences company that is at the precipice of mass-commercialization of its breakthrough materials science technology that is poised to revolutionize the pharmaceutical industry. Major pharmaceutical players are testing the company's vials, syringes, tubes, and other offerings, and the Company anticipates large-scale adoption in the relative near term. SiO2 Medical Products and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10366) on March 29, 2023. In the petition signed by its chief executive officer, Yves Steffen, SiO2 Medical Products disclosed $100 million to $500 million in assets and $500 million to $1 billion in liabilities. Judge John T. Dorsey oversees the cases. The Debtors tapped Kirkland Ellis, LLP and Kirkland & Ellis International, LLP as general bankruptcy counsels; Cole Schotz P.C. as local bankruptcy counsel; Alvarez & Marshal North America, LLC as financial and restructuring advisor; and Lazard as investment banker. Donlin, Recano and Co., Inc. is the claims, noticing, solicitation and administrative agent. SKINNY & CO: Court OKs Cash Collateral Access Thru July 15 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, authorized Skinny & Co. Inc. to use cash collateral on an interim basis in accordance with the budget and its stipulation with the U.S. Small Business Administration and Breakout Capital, LLC, through July 15, 2023. The Debtor is permitted to use cash collateral to pay the limited, ordinary and necessary expenses of operating the Debtor's business. The Debtor will pay when due, all taxes, insurance, assessments and governmental and other charges accrued post-petition, including any and all federal and state withholding taxes, and will provide to the SBA and Breakout, on request, copies of depository receipts or other satisfactory evidence of the same. Unless extended by the Court upon the parties' written agreement, the Debtor's authorization to use cash collateral will immediately terminate on the earlier to occur of: (a) the date on which the SBA and/or Breakout provides, via facsimile or overnight mail, written notice to the Debtor and Debtor's counsel of the occurrence of an Event of Default and the expiration of a 14 day cure period; or (b) July 15, 2023. To the extent the SBA or Breakout has valid, enforceable, perfected, and unavoidable prepetition liens on or security interests in the cash collateral used by the Debtor, the SBA or Breakout is granted replacement liens, to the extent the cash collateral suffers a diminution in value, with such replacement liens attaching to cash collateral generated post-petition by the Debtor, to the same extent, validity and priority as the prepetition liens. In accordance with 11 U.S.C. section 507(b), the SBA and Breakout will have allowed superpriority administrative expenses to the extent that the replacement liens do not adequately protect them against the diminution in value of their collateral. A final hearing on the matter is set for July 13, 2023 at 1:30 p.m. A copy of the Court's order and the Debtor's budget is available athttps://urlcurt.com/u?l=Q15H8V from PacerMonitor.com. The Debtor projects total payable costs and expenses, on a weekly basis, as follows: $647 for the week ending June 10, 2023; $0 for the week ending June 17, 2023; $0 for the week ending June 24, 2023; $165 for the week ending July 1, 2023; $246 for the week ending July 8, 2023; and $50 for the week ending July 15, 2023. About Skinny & Co. Skinny & Co. is a skincare company offering chemical-free products for skin, hair, and body. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-01410) on April 7, 2023. In the petition signed by Luke Geddie, president, the Debtor disclosed $390,275 in assets and $2.954 million in liabilities. Judge Jeffrey J. Graham oversees the case. Wendy Brewer, Esq., at Fultz Maddox Dickens, PLC, represents the Debtor as legal counsel. SNINFOTECH CORP: Wins Final Cash Collateral Access -------------------------------------------------- The U.S. Bankruptcy Court for the District of Oregon authorized SNinfotech Corp. to use cash collateral on a final basis in accordance with the budget, with a 10% variance. The Debtor needs to use the account receivables and cash to continue operation of their business. The bank accounts and accounts receivable total approximately $482,047 as of the bankruptcy filing date. Blade Funding, Inc., Break Out Funding, MCA Servcing Company, and TVT 2.0 LLC each assert a security interest in cash collateral as of the petition date and may assert their security interests are perfected. Each creditor with a security interest in cash collateral will be granted adequate protection in the form of a replacement lien, dollar-for-dollar, in post-petition accounts and accounts receivable to replace their security interest in liens in collateral to the extent of pre-petition cash collateral utilized by the Debtors during the pendency of the bankruptcy proceeding. The automatic stay of 11 U.S.C. section 362 is modified as necessary to permit the Secured Creditors to perfect the adequate protection lien granted to them; provided, however, that the Secured creditors will not be required to record any document with any filing officer or take any other action to perfect the lien, the lien being deemed to be perfected without any further action. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=0Nyedk from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $230,401 for May 2023; $230,901 for June 2023; $230,901 for July 2023; $230,901 for August 2023; $230,901 for September 2023; and $230,901 for October 2023. About SNinfotech Corp. SNinfotech Corp. operates a technology consulting business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 23-31035) on May 8, 2023. In the petition signed by Brahmaiah Patibandla, its president, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Teresa H. Pearson oversees the case. Ted A. Troutman, Esq., at Troutman Law Firm P.C., represents the Debtor as legal counsel. SNOW MASS PROPERTY: Seeks to Hire Martin Law Firm as Attorney ------------------------------------------------------------- Snow Mass Property, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Jonathan Bierfeld, Esq., and Benjamin G. Martin, Esq., of the Martin Law Firm, P.L. as its attorneys. The firm's services include: a. preparation and filing of schedules, statement of financial affairs and statement of executory contracts or amendments thereto; b. representation of the debtor-in-possession at all meetings of creditors, hearings, pretrial conferences, and trials in this case or any litigation arising in connection with the case; c. preparation, filing, and presentation to the court of any pleading requesting relief; d. preparation, filing, and presentation to the court of any disclosure statement, and plan of reorganization under Chapter 11 of the Bankruptcy Code; e. review of claims made by creditors and interested parties, including preparation and prosecution of any objections to claims as appropriate; f. preparation and presentation of a final accounting and motion for final decree closing this case; and g. performance of all other legal services. The firm will be paid at these hourly rates: Benjamin G. Martin $375 Jonathan Bierfeld $345 As disclosed in court filings, Martin Law and its attorneys do not have any connection representing an adverse interest to the trustee and the Debtors or their estates. The firm can be reached through: Jonathan Bierfeld, Esq. Benjamin G. Martin, Esq. Martin Law Firm, P.L. 3701 Del Prado Blvd. Cape Coral, FL 33904 Phone: (239) 443-1094 Email: jonathan.bierfeld@martinlawfirm.com skipmartin@verizon.net About Snow Mass Property Snow Mass Property, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00575) on May 23, 2023. The petition was signed by Al Mueller as managing member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Jonathan Bierfeld, Esq., at Martin Law Firm, represents the Debtor as legal counsel. SORRENTO THERAPEUTICS: Equity Committee Taps Glenn Agre as Counsel ------------------------------------------------------------------ The official committee of equity securities holders of Sorrento Therapeutics, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Glenn Agre Bergman & Fuentes LLP as its counsel. The firm will render these services: a. advise the Equity Committee in connection with its rights, powers and duties under the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules; b. assist and advise the Equity Committee in its consultations with the Debtors in connection with the administration of the Chapter 11 Cases; c. prepare on behalf of the Equity Committee all necessary motions, applications, answers, orders, reports, and papers in support of positions taken by the Equity Committee; d. attend meetings and negotiate with representatives of the Debtors, the Unsecured Creditors' Committee and other parties in interest; e. assist and advise the Equity Committee in its examination and analysis of the conduct of the Debtors' affairs; f. advise the Equity Committee on the proprietary of any restructuring transaction; g. advise the Equity Committee on the review, analysis, and negotiation of any Chapter 11 plan(s) of reorganization that may be filed and assist the Equity Committee in the review, analysis, and negotiation of the disclosure statement(s) accompanying any such plan(s); h. take all necessary action to protect and preserve the interests of the Equity Committee, including, if appropriate, by (i) pursuing a stand-alone Chapter 11 plan of reorganization; (ii) prosecuting actions against third parties; (iii) negotiating the resolution of any litigation in which the Debtors are involved; and (iv) reviewing and analyzing claims filed against the Debtors' estates; i. appear, as appropriate, before this Court and any other court to protect the interests of the Equity Committee; j. communicate with the Equity Committee's constituents in furtherance of its responsibilities, including, but not limited to, communications required under Section 1102 of the Bankruptcy Code; k. perform all of the Equity Committee's duties and powers under the Bankruptcy Code and the Bankruptcy Rules and performing such other services as are in the interests of those represented by the Equity Committee; and l. perform all other necessary legal services on behalf of the Equity Committee in the Chapter 11 Cases. Glenn Agre will charge these hourly rates: Partners $1,000 - $1,475 Of Counsel $800 - $925 Associates $600 - $1,075 Senior Analysts $375 Litigation Managers $375 Paralegals $250 Glenn Agre provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: (a) Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Yes, as set forth in the Application, Glenn Agre and the Equity Committee have agreed to an alternative, tiered fee structure based on the respective recovery by the Debtors' shareholders. (b) Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. The hourly rates used by Glenn Agre in representing the Equity Committee are consistent with the rates that Glenn Agre charges other comparable Chapter 11 clients, regardless of the location of the Chapter 11 case. (c) Question: If you represented the client in the twelve (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: N/A (d) Question: Has your client approved your prospective budget and staffing plan and, if so, for what budget period? Response: Glenn Agre is in the process of developing and sharing with the Equity Committee a budget and staffing plan for all the professionals retained by the Equity Committee to comply with the U.S. Trustee's requests for information and additional disclosures, and any orders of this Court. Should these Chapter 11 Cases continue beyond the initial budgeted period, Glenn Agre intends to work with the Equity Committee to develop a prospective budget and staffing plan to comply with the U.S. Trustee's requests for information and additional disclosures through the conclusion of these Chapter 11 Cases. Andrew Glenn, Esq., a partner at Glenn Agre Bergman & Fuentes, 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: Andrew K. Glenn, Esq. Glenn Agre Bergman & Fuentes, LLP 55 Hudson Yards, 20th Floor New York, NY 10001 Telephone: (212) 358-5600 Email: aglenn@glennagre.com About Sorrento Therapeutics Sorrento Therapeutics, Inc. -- http://www.sorrentotherapeutics.com/ -- is a clinical and commercial stage biopharmaceutical company developing new therapies to treat cancer, pain (non-opioid treatments), autoimmune disease and COVID-19. Sorrento's multimodal, multipronged approach to fighting cancer is made possible by its extensive immuno-oncology platforms, including key assets such as next-generation tyrosine kinase inhibitors ("TKIs"), fully human antibodies ("G-MAB(TM) library"), immuno-cellular therapies ("DAR-T(TM)"), antibody-drug conjugates ("ADCs"), and oncolytic virus ("Seprehvec(TM)"). Sorrento is also developing potential antiviral therapies and vaccines against coronaviruses, including STI-1558, COVISHIELD(TM) and COVIDROPS(TM), COVI-MSCTM; and diagnostic test solutions, including COVIMARK(TM). Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90085) on Feb. 13, 2023. Sorrento disclosed assets in excess of $1 billion and liabilities of about $235 million as of Feb. 10, 2023. Judge David R. Jones oversees the cases. The Debtors tapped Latham & Watkins, LLP as bankruptcy counsel; Jackson Walker, LLP as local counsel; Tran Singh, LLP as conflicts counsel; and M3 Advisory Partners, LP as financial advisor. Mohsin Y. Meghji, managing partner at M3, serves as the Debtors' chief restructuring officer. Stretto Inc. is the claims, noticing and solicitation agent. Norton Rose Fulbright US, LLP and Milbank, LLP represent the official committee of unsecured creditors appointed in the Debtors' Chapter 11 cases. On April 10, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent the Debtors' equity security holders. STEVE'S LAWNMOWER: Seeks to Hire Fuchs Law Office as Counsel ------------------------------------------------------------ Steve's Lawnmower Sales & Service, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Fuchs Law Office, LLC to handle its Chapter 11 case. David Fuchs, Esq., and Teresa Fuchs, Esq., the firm's attorneys who will be providing the services, charge $300 per hour and $250 per hour, respectively. Mr. Fuchs disclosed in a court filing that the firm and its attorneys do not have any connection with the Debtor, creditors or any party involved in the Debtor's bankruptcy case. Fuchs Law Office can be reached at: David L. Fuchs, Esq. Fuchs Law Office, LLC 554 Washington Avenue, First Floor Carnegie, PA 15106 Phone: (412) 223-5404 Fax: (412) 223-5406 Email: dfuchs@fuchslawoffice.com About Steve's Lawnmower Sales & Service Steve's Lawnmower Sales & Service, LLC owns a lawn mower store in St. Marys, Pa. Steve's Lawnmower sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-10282) on May 26, 2023, with $500,001 to $1 million in assets and $1 million to $10 million in liabilities. Judge Taddonio oversees the case. Fuchs Law Office, LLC is the Debtor's bankruptcy counsel. SUGAR CREEK: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Sugar Creek Acquisition LLC d/b/a O'Fallon Brewery LLC 45 Progress Parkway Maryland Heights, MO 63043 Business Description: The Debtor is a regional craft brewery located in St. Louis, Missouri. Chapter 11 Petition Date: June 12, 2023 Court: United States Bankruptcy Court Eastern District of Missouri Case No.: 23-42041 Debtor's Counsel: Spencer Desai, Esq. THE DESAI LAW FIRM 13321 North Outer Forty Road Suite 300 Chesterfield, MO 63017 Tel: 314-666-9781 Email: spd@desailawfirmllc.com Total Assets as of April 30, 2023: $4,182,851 Total Liabilities as of April 30, 2023: $10,964,120 The petition was signed by James Gorczyca as manager. 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/DN2L7SY/Sugar_Creek_Acquisition_LLC_dba__moebke-23-42041__0001.0.pdf?mcid=tGE4TAMA TEAM HEALTH: $1.59B Bank Debt Trades at 33% Discount ---------------------------------------------------- Participations in a syndicated loan under which Team Health Holdings Inc is a borrower were trading in the secondary market around 66.7 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.59 billion facility is a Term loan that is scheduled to mature on February 2, 2027. The amount is fully drawn and outstanding. Team Health Holdings, Inc. is a provider of physician staffing and administrative services to hospitals and other healthcare providers in the U.S. TERRA MANAGEMENT: Seeks to Hire Colliers as Real Estate Broker -------------------------------------------------------------- Terra Management Group, LLC and Littleton Main Street, LLC seek approval from the U.S. Bankruptcy Court for the District of Colorado to employ Craig Stack and Bill Morkes of Colliers, Bennet & Kahnweiler, Inc. dba Colliers International Denver as its exclusive real estate broker. The brokers will market and sell the Debtors' property, a low-income housing residential apartment buildings located at 5710 South Prince Street in Littleton, Colorado 80120. The services include listing the property for sale, marketing the property for sale, facilitating showings and open houses and facilitating negotiations with potential buyers. Colliers will receive a commission equal to 6 percent of the final purchase price of the property. As disclosed in the court filings, Colliers does not represent or hold any interest adverse to the Debtor or its estate in the matters upon which it is to be employed, and is a "disinterested person" within the meaning of Sec. 101(14). The broker can be reached through: Craig Stack Bill Morkes Colliers, Bennet & Kahnweiler, Inc. dba Colliers International Denver 4643 S Ulster St Denver, CO 80237 Phone: +1 720 833 4602 Phone: +1 303 283 4583 Email: Craig.Stack@colliers.com Bill.Morkes@colliers.com About Terra Management Group and Littleton Main Street Terra Management Group, LLC is an Englewood, Colo.-based company engaged in activities related to real estate. Terra Management Group and Littleton Main Street, LLC filed their voluntary petitions for Chapter 11 protection (Bankr. D. Colo. Lead Case No. 21-15245) on Oct. 15, 2021. J. Marc Hendricks, president and manager of Terra Management Group, signed the petitions. At the time of the filing, Terra Management Group listed up to $100,000 in assets and up to $50 million in liabilities while Littleton listed as much as $50 million in both assets and liabilities. The Hon. Kimberley H. Tyson is the case judge. The Debtors tapped Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP as legal counsel, and Haynie & Company as tax accountant. TEXARKANA ARKANSAS HOSPITALITY: Seeks Cash Collateral Access ------------------------------------------------------------ Texarkana Arkansas Hospitality, LLC asks the U.S. Bankruptcy Court for the Western District of Arkansas, Texarkana Division, for authority to use the cash collateral of G & R Grewal, LLC and the U.S. Small Business Administration, the Debtor's secured creditors claiming liens on the Debtor's personal property including rents. The cash collateral will be used to continue the Debtor's ongoing operations. The Debtor owns and operates a Comfort Suites hotel located in Texarkana, Arkansas. The Debtor says it can adequately protect the interests if the Secured Lenders by providing them with post-petition liens, priority claims in the Chapter 11 bankruptcy case, and cash flow payments. The Debtor proposes that its ability to use cash collateral will terminate upon (i) the conversion of the Chapter 11 case to a Chapter 7; or (ii) the confirmation of a plan of reorganization by an order that becomes final and non-appealable unless use of the rents is contemplated; or (iii) subsequent Court order. The Debtor requests an immediate hearing for an interim basis to prevent irreparable harm to avoid irreparable harm until further notice and any subsequent order of the Court. A copy of the motion is available at https://urlcurt.com/u?l=MNKpb4 from PacerMonitor.com. About Texarkana Arkansas Hospitality Texarkana Arkansas Hospitality, LLC, owns and operates a Comfort Suites hotel located in Texarkana, Arkansas. The property is valued at $7.5 million. Texarkana Arkansas Hospitality filed for Chapter 11 bankruptcy protection (Bankr. W.D. Ark. Case No. 23-70804) on June 8, 2023. The Hon. Richard D. Taylor presides over the cases. Kevin P. Keech, Esq., at Keech Law Firm, PA, serves as the Debtor's counsel. In its petition, the Debtor listed $7,832,764 in total assets and $4,003,876 in total liabilities. The petition was signed by Sukhpal Singh as member. Texarkana Arkansas Hospitality previously sought Chapter 11 protection (Bankr. E.D. Ark. Case No. 16-14556) on Aug. 30, 2016. Joyce W. Lindauer Attorney, PLLC, serves as the Debtor's counsel in the 2016 case. TIMBER PHARMACEUTICALS: FDA Grants CARC Waiver for TMB-001 ---------------------------------------------------------- Timber Pharmaceuticals, Inc. announced the U.S. Food and Drug Administration (FDA) has granted a dermal carcinogenicity (CARC) waiver for TMB-001, a topical isotretinoin formulated using the Company's patented IPEG delivery system. The positive opinion is based on results of a 39-week repeat dose dermal toxicity study that demonstrated no evidence of skin or organ carcinogenicity from chronic applications of TMB-001 in rodents, and allows the Company to forgo a 2-year rodent carcinogenicity study. "Many dermatologists are familiar with oral isotretinoin, but high-dose and chronic oral therapy cannot be tolerated by most patients due to systemic toxicity," said John Koconis, chairman and chief executive officer of Timber. "We are committed to delivering a new topical treatment option for people living with moderate to severe congenital ichthyosis (CI). The CARC waiver is important because we can avoid a costly and lengthy non-clinical study, which we believe will allow us to push ahead with our TMB-001 program as quickly and efficiently as possible. We have reached 70% enrollment in our pivotal Phase 3 ASCEND study and are working to open the final sites in Italy this month." CI is a group of rare genetic keratinization disorders that lead to dry, thickened, and scaling skin. TMB-001 is currently being investigated in the Phase 3 ASCEND study for the treatment of moderate to severe subtypes of CI including lamellar ichthyosis and X-linked ichthyosis that affect about 80,000 people in the U.S. In 2018, the FDA awarded an Orphan Products Grant to support clinical trials evaluating TMB-001, including the Phase 3 ASCEND study. Timber has also received both Breakthrough Therapy Designation and Fast Track Status from the FDA for TMB-001. About Timber Pharmaceuticals Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation -- http://www.timberpharma.com-- is a biopharmaceutical company focused on the development and commercialization of treatments for orphan dermatologic diseases. The Company's investigational therapies have proven mechanisms-of-action backed by decades of clinical experience and well-established CMC (chemistry, manufacturing and control) and safety profiles. The Company is initially focused on developing non-systemic treatments for rare dermatologic diseases including congenital ichthyosis (CI), facial angiofibromas (FAs) in tuberous sclerosis complex (TSC), and localized scleroderma. Timber reported a net loss and comprehensive loss of $19.38 million for the year ended Dec. 31, 2022, compared to a net loss and comprehensive loss of $10.64 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $10.27 million in total assets, $5.04 million in total liabilities, and $5.23 million in total stockholders' equity. Short Hills, New Jersey-based KPMG LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. TOP SPORTS: Unsecureds Will Get 100% of Claims over 3 Years ----------------------------------------------------------- Top Sports Production LLC filed with the U.S. Bankruptcy Court for the Northern District of Texas a Plan of Reorganization dated June 6, 2023. The Debtor operate its sports advertising business. The Debtor is currently owned 100% by Adrian Allsman. Mr. Allsman will remain the president and representative of the Debtor going forward. The Debtor had to file bankruptcy due aggressive tactics of the multiple merchant cash advance companies. These tactics and the lockup of the business bank account by the merchant cash advance companies put an impossible strain on the finances of the company, including the withdrawal of funds and the inability to allow it to pay employees or operate. Debtor proposes to pay allowed unsecured based on the liquidation analysis and cash available. Debtor anticipates having enough business and cash available to fund the plan and pay the creditors pursuant to the proposed plan. It is anticipated that after confirmation, the Debtor will continue in business. Based upon the projections, the Debtor believes it can service the debt to the creditors. The Debtor will continue operating its business. The Debtor's Plan will break the existing claims into seven classes of Claimants. These claimants will receive cash repayments over a period of time beginning on the Effective Date. While Debtor's Plan proposes to pay claims not to exceed 3 years, nothing prevents Debtor from prepaying its claims. Class 5 consists of Allowed Unsecured Claims. All allowed unsecured creditors shall receive a pro rata distribution at zero percent per annum over the next 3 years beginning not later than the 15th day of the first full calendar month following 30 days after the effective date of the plan and continuing every year thereafter for the additional 2 years remaining on this date. Debtor may begin on the 15th day of the month after the effective date of confirmation, to begin disbursements to the Class 5 claims. Debtor will distribute up to $6,763.05 to the general allowed unsecured creditor pool over the 3-year term of the plan. The Debtor's General Allowed Unsecured Claimants will receive 100% of their allowed claims under this plan. Any creditors listed in the schedules of Top Sports Production LLC as disputed and did not file a claim will not receive distributions under this plan. The allowed unsecured claims total $6,763.05. Class 6 consists of Equity Interest Holders. The current owner will receive no payments under the Plan; however, they will be allowed to retain their ownership in the Debtor. Class 8 Claimants are not impaired under the Plan. Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the Plan of Reorganization dated June 6, 2023 is available at https://urlcurt.com/u?l=72W3qi from PacerMonitor.com at no charge. Counsel for Debtor: Robert C. Lane, Esq. Joshua D. Gordon, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Telephone: (713) 595-8200 Facsimile: (713) 595-8201 Email: notifications@lanelaw.com Joshua.gordon@lanelaw.com About Top Sports Production Top Sports Production, LLC, is a privately held company in the sports advertising business. Th company is based in Mansfield, Texas. Top Sports Production filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 23-40708) on March 13, 2023, with $35,552 in assets and $3,862,449 in liabilities. Adrian Allsman, manager, signed the petition. Judge Mark X. Mullin oversees the case. Robert C. Lane, Esq., at the Lane Law Firm represents the Debtor as counsel. UNIFIED LIFE: A.M. Best Affirms B(Fair) Financial Strength Rating ----------------------------------------------------------------- AM Best has removed from under review with negative implications and affirmed the Financial Strength Rating of B (Fair) and the Long-Term Issuer Credit Rating of "bb+" (Fair) of Unified Life Insurance Company (Unified Life) (headquartered in Overland Park, KS). The outlook assigned to these Credit Ratings (ratings) is stable. The ratings reflect Unified Life's balance sheet strength, which AM Best assesses as adequate, as well as its adequate operating performance, limited business profile and marginal enterprise risk management (ERM). The outlook assignment of stable reflects capital and surplus and risk-adjusted capitalization, as measured by Best's Capital Adequacy Ratio (BCAR), that is greater than what AM Best had projected for full-year 2022. AM Best had projected a BCAR assessment of weak for 2022, based on Unified Life's expected net loss and a potential material increase to the change in net unrealized capital losses. However, better-than-expected results on the company's reported net income and its change in net unrealized capital losses resulted in a BCAR assessment of adequate for 2022. Furthermore, capital and surplus grew slightly through the first quarter of 2023, driven by net income and a decrease in non-admitted assets. Unified Life reported a pretax net operating gain in 2022 after reporting a pretax net operating loss in 2021. The improvement was driven by investment income exceeding lower claims, direct commissions and administration allowances from the runoff of the company's group hospital indemnity product, reduced general expenses and surrenders. Unified Life lacks a material market share or developed economies of scale in any specific line of business, and the company faces increasing competition for supplemental accident and health blocks. Unified Life has a formal ERM program. However, the company has experienced unanticipated regulatory, market and operational risks from several of its formerly marketed products, which have negatively impacted its balance sheet strength in recent years. UNIVERSITY OF HARTFORD: S&P Lowers N/P Bonds Rating to 'BB+' ------------------------------------------------------------ S&P Global Ratings lowered its long-term rating on University of Hartford (UHart), Conn.'s series N and P bonds to 'BB+' from 'BBB-'. The outlook is negative. "The lower rating and negative outlook reflect our view of widening operating deficits, weakening liquidity position, and recent enrollment and demand pressure," said S&P Global Ratings credit analyst Jessica Goldman. S&P could lower the rating further if enrollment and demand metrics deteriorate, if full-accrual deficits persist and worsen and there is ongoing reliance on supplemental draws, or if available resources weaken more than expected. US TELEPACIFIC: $655M Bank Debt Trades at 64% Discount ------------------------------------------------------ Participations in a syndicated loan under which US TelePacific Corp is a borrower were trading in the secondary market around 36.5 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $655 million facility is a Term loan that is scheduled to mature on May 2, 2026. The amount is fully drawn and outstanding. US TelePacific Corp., doing business as TPx Communications, provides communications and managed services. VILLAGE AT GERMANTOWN: Fitch Lowers Rating on 2014 Bonds to 'BB+' ----------------------------------------------------------------- Fitch Ratings has downgraded the following bonds issued by The Health, Educational and Housing Facility Board of the County of Shelby, TN on behalf of The Village at Germantown (The Village) to 'BB+' from 'BBB-': - $19,999,000 residential care facility mortgage revenue bonds series 2014. Fitch has also downgraded The Village's Issuer Default Rating (IDR) to 'BB+'. Fitch has placed The Village's rating on Rating Watch Negative (RWN). Entity/Debt Rating Prior ----------- ------ ----- The Village at Germantown (TN) LT IDR BB+ Downgrade BBB- The Village at Germantown (TN) /General Revenues/1 LT LT BB+ Downgrade BBB- SECURITY A gross revenue pledge and first mortgage lien. A debt service reserve fund provides additional security. ANALYTICAL CONCLUSION The downgrade to 'BB+' reflects the operating, occupancy challenges, and liquidity challenges The Village is exhibiting that led to very slim MADS coverage of 0.70x in fiscal 2022 (year-end DEC. 31). This was below the coverage reported in The Village's unaudited statements for fiscal 2022, due to a change in accounting treatment of its net entrance fee receipts. Over the past few years, The Village has experienced a slowdown in sales and a reduction in occupancy for its smaller independent living units (ILUs), which has led to a rise of entrance fee refund liabilities. Management stated that a sales consultant has been hired to help address the high level of one-bedroom ILU vacancy. Management is also in the process of exploring the conversion of smaller units to larger units to accelerate sales activity. Demand for The Village's larger units has remained steady. Fitch has placed The Village on Rating Watch Negative due to its rate covenant violation for fiscal 2022, which is an Event of Default under its master trust indenture, as MADS coverage was below 1.0x for the year. The Village is currently negotiating with its majority bondholders for a waiver of their right to accelerate the bonds. KEY RATING DRIVERS Revenue Defensibility: 'bbb' Weakened Demand, New Competition The Village operates in a primary market area (PMA) with nearby competition, which includes the newly opened Farms at Bailey Station. Fitch believes that this has not meaningfully impacted demand for The Village's services because its strong reputation and lower price points remain a differentiating draw. Additionally, management has implemented affordable, consistent rate increases across all service lines and offers competitive pricing relative to neighboring LPCs. Over the last five fiscal years, ILU, assisted living unit (ALU) and skilled nursing facility (SNF) occupancy have averaged 88%, 78% and 81%, respectively. During fiscal 2022, ILU occupancy averaged 82%, which is weaker than historical performance, due to higher than average turnover and slower than anticipated sales activity for its smaller units. AL census levels rose to 89% in fiscal 2022 while skilled nursing facility SNF occupancy dropped to 73%. The weaker healthcare center occupancy statistic reflects staffing challenges that resulted in reduced admissions of new patients. Operating Risk: 'bbb' Average Operating Metrics; Elevated Leverage The Village experienced compressed margins in 2022 due to service line revenue that was below budget coupled with wage acceleration and increased operating expenses. IL revenue was 7% behind budget and 8% below budget in their healthcare center. The community's operating ratio, net operating margin (NOM) and NOM- adjusted were 111%, -2.4% and 17.2%, respectively in unaudited fiscal 2022, weaker than its previous four-year average of 94.7%, 14.9%, and 24.2%, respectively bunt remaining consistent with Fitch's midrange assessment of The Village's operating cost flexibility. The Village has made sizable capital improvements to its campus in recent years, consistent with Fitch's midrange assessment of its capex requirements. Capex-to-depreciation has averaged around 50% over the last five years and particularly ramped up in 2016 and 2017, averaging roughly 220%. Average age of plant is also adequate at 11.5 years, which is sufficient for a midrange assessment. Financial Profile: 'bb' Weakened Financial Profile On May 31, The Village at Germantown disclosed that its MADS coverage would be 0.70x for the fiscal year-end, below its required 1.20x. In Fitch's view this weak coverage level is not consistent with an investment-grade rating, supporting the downgrade to 'BB+'. In the same disclosure, TVAG reported days cash on hand (DCOH) of 305, compared with 317 DCOH (Fitch calculated) in its unaudited fiscal 2022 financial statements. While this level of liquidity is neutral to Fitch's assessment of The Village's financial profile it indicates considerable operating challenges. Asymmetric Additional Risk Considerations There are no asymmetric risk factors affecting this rating determination. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: - ILU occupancy to decline and stabilize below 86%; - Core operations to continue to deteriorate, resulting in net operating margin (NOM) and operating ratio diminishing to around 12%-15% and 103%-105%, respectively. - Bondholders exercising their right to accelerate the bonds would likely lead to a default, resulting in a downgrade to 'D'. Factors that could, individually or collectively, lead to positive rating action/upgrade: - An Outlook revision back to Stable would require ILU occupancy of above 88%, coupled with growth in unrestricted liquidity such that cash to adjusted debt return to 50% in Fitch's forward look. - A waiver from bondholders for their right to accelerate and receipt of an unqualified opinion from the auditors on The Village's fiscal 2022 audit would result in its removal from RWN. CREDIT PROFILE The Village is a Tennessee nonprofit corporation organized in 2000 that owns and operates a single site life plan community located in Germantown, TN. The Village was organized with the assistance of Methodist LeBonheur Healthcare and has been affiliated with Methodist LeBonheur Healthcare since its inception. The Village is the only member of the obligated group, and Methodist LeBonheur Healthcare has no obligation regarding The Village's outstanding bonds. The Village and Methodist LeBonheur Healthcare are parties to an affiliation agreement through which Methodist LeBonheur Healthcare receives an annual affiliation fee of $75,000 and provides assistance and support in the development and operation of The Village. Fitch views the affiliation favorably as it provides unique access to Methodist LeBonheur Healthcare's broad knowledge base and expertise in healthcare, regulatory and operational matters. The Village has 230 ILUs (202 independent living apartments, 28 independent living cottages), 32 ALUs, 16 memory care units and 50 SNF beds. Total operating revenues in 2022 (unaudited) were $23.1 million. Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. VIRGIN PULSE: $185M Bank Debt Trades at 16% Discount ---------------------------------------------------- Participations in a syndicated loan under which Virgin Pulse Inc is a borrower were trading in the secondary market around 83.6 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $185 million facility is a Term loan that is scheduled to mature on April 6, 2029. The amount is fully drawn and outstanding. Virgin Pulse, Inc. operates as a digital health, well being, and engagement company. The Company focuses on engaging users every day in building and sustaining healthy behaviors and driving measurable outcomes for employees, employers, and health plans. VISTAGEN THERAPEUTICS: Implements 1-for-30 Reverse Stock Split -------------------------------------------------------------- Vistagen announced it implemented a stockholder-approved reverse stock split of its outstanding shares of common stock, at a ratio of one-for-thirty unanimously approved by its Board of Directors. Vistagen common stock began trading on a split-adjusted basis at the opening of trading on the Nasdaq Capital Market on Wednesday, June 7, 2023. The Company's shares will continue to trade on the Nasdaq Capital Market under the symbol "VTGN," with a new CUSIP number, 92840H400. The primary corporate and strategic objectives for implementing the stockholder-approved reverse split at this time include the following: * To re-establish compliance with Nasdaq's minimum bid price requirement to help ensure Vistagen maintains the numerous benefits of listing its common stock on the Nasdaq Capital Market; * To increase awareness of the Company, and the therapeutic potential of its six clinical-stage drug candidates, in the capital markets and among healthcare-focused media; and * To broaden the Company's market base through enhanced access to institutional investors, mutual funds, family office investors, the general investing public and healthcare-focused sell-side research analysts. As previously disclosed, at the Company's 2022 Annual Meeting of Stockholders held on Oct. 28, 2022, the Company's stockholders authorized the Company's Board of Directors to effect a reverse stock split of the Company's issued and outstanding shares of common stock at a ratio of up to one-for-thirty, with the exact ratio to be determined at the discretion of the Company's Board of Directors. Subsequently, the Company's Board of Directors unanimously approved the ratio of one-for-thirty. Accordingly, upon effectiveness of the reverse stock split, every thirty shares of Vistagen common stock outstanding as of the effective date will be automatically consolidated into one share of Vistagen common stock. In addition, the number of shares and exercise prices of outstanding options to purchase common stock granted under the Company's stockholder-approved plans and outstanding warrants to purchase common stock also will be adjusted proportionately. The Company will not issue fractional shares as a result of the reverse stock split. Instead, the Company will round fractional shares resulting from the reverse split up to the nearest whole share. Immediately after the reverse stock split becomes effective, the Company will have approximately 7,310,900 shares of common stock outstanding and no shares of preferred stock outstanding. The Company's authorized shares of common stock will remain at 325,000,000 and its authorized shares of preferred stock will remain at 10,000,000. The par value of the Company's common and preferred stock will remain at $0.001 per share. The Company has retained its transfer agent, Computershare Trust Company, N.A. (Computershare), to act as its exchange agent for the reverse stock split. Stockholders holding shares in book-entry form on the records of Computershare, or holding shares in brokerage accounts, are not required to take any action and will see the impact of the reverse stock split reflected in their accounts, subject, in the case of brokerage account, to individual brokerage firms’ particular processes. Stockholders who hold shares in certificate form will receive instructions from Computershare regarding the exchange of their certificates for book-entry shares. Beneficial holders of Vistagen common stock are encouraged to contact their bank, broker, custodian or other nominee with questions regarding procedures for processing the reverse stock split. About VistaGen Headquartered in San Francisco, California, VistaGen Therapeutics, Inc. -- http://www.vistagen.com-- is a late clinical-stage biopharmaceutical company aiming to transform the treatment landscape for individuals living with anxiety, depression and other CNS disorders. The Company is advancing therapeutics with the potential to be faster-acting, and with fewer side effects and safety concerns, than those that are currently available for treatment of anxiety, depression and multiple CNS disorders. VistaGen reported a net loss and comprehensive loss of $47.76 million for the fiscal year ended March 31, 2022, compared to a net loss and comprehensive loss of $17.93 million for the fiscal year ended March 31, 2021. As of Dec. 31, 2022, the Company had $29.71 million in total assets, $9.03 million in total liabilities, and $20.67 million in total stockholders' equity. San Francisco, California-based WithumSmith+Brown, PC, the Company's auditor since 2006, issued a "going concern" qualification in its report dated June 23, 2022, citing that the Company has suffered negative cash flows from operations and recurring losses from operations since inception, resulting in an accumulated deficit of $267.6 million as of March 31, 2022, that raise substantial doubt about its ability to continue as going concern. In its Quarterly Report filed on Feb. 7, 2023, Vistagen Therapeutics said it had cash and cash equivalents of approximately $25.0 million at December 31, 2022, which it believes will not be sufficient to fund its planned operations for the next 12 months, which raises substantial doubt regarding its ability to continue as a going concern. VISTRA CORP: Fitch Affirms LongTerm IDR at 'BB', Outlook Stable --------------------------------------------------------------- Fitch Ratings has assigned a 'BBB-/RR1' rating to the proposed Pre-Capitalized Trust Securities (P-Caps) issued by Palomino Funding Trust I, a special purpose vehicle (SPV) established by Vistra Operations Company, LLC (Vistra Ops), an indirect subsidiary of Vistra Corp. (Vistra). Vistra Ops plans to use the proceeds from the issuance to bolster its liquidity and collateral capacity and release a portion of its current cash collateral postings. The 'RR1' Recovery Rating denotes superior recovery. In addition, Fitch has affirmed the 'BB' Long-Term Issuer Default Ratings (IDRs) of Vistra and Vistra Ops. The Rating Outlook is Stable. Fitch has also affirmed Vistra Ops.'s senior secured debt at 'BBB-'/'RR1' and senior unsecured debt at 'BB'/'RR4' and Vistra's preferred stock at 'B+'/'RR6'. Fitch assigned a 50% equity credit to the preferred stock based on the ability to defer dividend payments for at least five years. Fitch views the P-Caps as pari passu with Vistra Operations' existing senior secured notes as those would be the securities issued into the Trust in case there is a liquidity call; so the ultimate credit quality of the P-Caps is the one of Vistra's senior secured notes. Absent the exercise of the issuance right, P-Caps are treated as off-balance sheet for analytical purposes and excluded from Fitch's leverage and interest coverage metrics. KEY RATING DRIVERS Treatment of P-Caps: The Palomino Funding Trust I (Trust) will issue up to $750 million of P-Caps and invest the proceeds in a portfolio of U.S. Treasury securities. Vistra Ops and the Trust will enter into a Facility Agreement providing Vistra the right to direct the Trust to post Trust securities to Vistra, which then will post those securities to certain counterparties to support Vistra's collateral obligations. In situations, where the counterparty removes the pledged securities (which Fitch does not anticipate to occur), Vistra Ops will be obliged to issue senior secured notes to the Trust. While Vistra Ops can use the securities in the trust as source of contingent liquidity, it is unlikely that they will do so. Vistra Ops can access some or all of Trust assets by issuing senior secured notes to the Trust. Under certain circumstances, senior secured notes would be issued automatically (such as failure to pay the facility fee or if Vistra Operations' consolidated net worth falls under $2 billion). As a result, the Trust assets could be comprised of U.S. Treasuries or Vistra Ops' senior secured notes or some combination of those. Therefore, the investors in the P-Caps bear the credit risk of Vistra Ops' senior secured bonds. P-Caps Support Liquidity: Vistra has taken multiple steps to bolster its liquidity to meet rising collateral requirements as natural gas and power prices climbed substantially in 2022. Higher power prices are positive for Vistra's EBITDA and FCF generation; however, these tend to drive up collateral needs depending on the hedged profile of the company. Natural gas and power prices have fallen from their highs in 2022, resulting in a material release of collateral requirements since the end of 2022. The proposed issuance of P-Caps will provide additional liquidity as it would release some of the cash collateral postings. As of the end of the 1Q23, Vistra had close to $1.9 million of cash collateral postings. EH Acquisition Increases Leverage: Vistra's current ratings and recent downgrade reflect higher EBITDA leverage for 2023 and beyond driven by about $2.6 billion of planned debt issuances to finance the EH acquisition. Acquisition financing is also pushing out Vistra's previous debt paydown plans. While management still aspires to achieve investment-grade leverage metrics and is targeting net debt/EBITDA leverage below 3.0x, the goal has been pushed back by a few years. Fitch expects an improvement in pro forma EBITDA over time as a result of improved energy margins at EH following the roll off below market hedges and merger synergies from EH integration. However, the trajectory of credit metrics will largely be driven by management's financial policy. Deleveraging Over Time: Per Fitch's calculations, Vistra's 2022 EBITDA leverage stood 4.5x as increased liquidity requirements due to higher than average collateral requirements resulted in higher short-term debt. Over the forecast period, total pro forma consolidated leverage is expected to decline as collateral requirements are reversed and assuming some of the FCF is allocated for debt paydown. Fitch projects total consolidated leverage post acquisition to trend toward 3.5x in 2025-2026, which is later than previously expected. Fitch's leverage calculations reflect 50% debt allocated to $2 billion preferred stock. Fitch assigned a 50% equity credit to the preferred stock based on the ability to defer dividend payments for at least up to five years. Fitch expects planned investments into renewable and battery storage opportunities will be mostly financed by third-party non-recourse debt. Vistra's capital plan includes about $1.4 billion of non-recourse debt over next couple of years; however, there is none currently issued. Acquisition Provides Diversification: Fitch views the announced acquisition of EH as positive for Vistra's credit profile. The acquisition of four nuclear plants located in PJM provides geographical diversification while adding strong baseload assets to Vistra's generation portfolio, including relatively low fuel cost dynamics and assets that run at capacity factors in excess of 90%. The Inflation Reduction Act (IRA) establishes a nuclear Production Tax Credit (PTC) mechanism, thereby providing a revenue floor for nuclear plants. In Fitch's view, the nuclear PTCs provide a key credit strength that somewhat offsets Vistra's increased leverage. EH's assets, including synergies from integration, should contribute about 20% of Vistra's consolidated EBITDA by 2025. Despite the positive aspects of nuclear assets, Fitch regards nuclear generation as having higher operating risk. EH's nuclear fleet is mature with an average age of over 40 years, but plants are permitted for the next 20+ years, excluding the Perry facility, which is due for license renewal by 2026. No nuclear asset in the U.S. has failed to be permitted in the last 30 years. Fitch believes the company's strong operating performance record largely mitigates re-licensing risk. Over the last five years, EH's average outage rates have been lower than 5%. Hedges Provide Earnings Visibility: Vistra (standalone) is well hedged for 2023 to 2025 (~99% hedged for 2023 and 96% hedged for 2024 and about 60% for 2025), providing increased confidence in Vistra's ongoing operations adjusted EBITDA expectations. Addition of EH's nuclear assets provides additional revenue security supported by Nuclear PTCs starting in 2024 providing a high degree of revenue visibility for those assets. In addition, Vistra's retail business provides revenue stability with relatively high renewal rates and stable margins, in-particular given its strong presence in Texas. Retail margins in the commercial and industrial segments generally remain range-bound during commodity cycles, and residential retail margins are usually countercyclical, given the length and stickiness of the customer contracts. TXU Energy Company LLC, Vistra's largest retail electricity operation in Texas, has demonstrated strong brand recognition, tailored customer offerings and effective customer service, which are driving high customer retention. DERIVATION SUMMARY Vistra is well-positioned relative to Calpine Corporation (B+/Stable) and NRG Energy (BB+/Stable) in terms of size, scale and geographic and fuel diversity. Vistra is the largest independent power producer in the country, with approximately 37GW of generation capacity compared with Calpine's 26GW. Vistra's generation capacity is well-diversified by fuel, compared with Calpine's natural gas-heavy portfolio. Vistra's portfolio is less diversified geographically, with more than 70% off its consolidated EBITDA coming from operations in Texas, while Calpine's fleet is more geographically diversified across PJM, Texas and California. Addition of EH will provide diversification from Texas and larger presence in PJM, a credit positive. In addition, EH's nuclear fleet supported by federal nuclear PTC program provides a high degree of revenue visibility for the next decade. NRG's acquisition of Vivint will continue the company's transformation from its origins as a power generator and provide additional revenue channels, further diversifying NRG's revenue stream compared to Vistra. Vistra, like NRG, benefits from its ownership of large and well entrenched retail electricity businesses in Texas, compared to Calpine, which has a smaller retail business. Calpine's younger and predominant natural gas fired fleet bears less operational and environmental risk compared to Vistra's portfolio that also has nuclear and coal generation assets. In addition, Calpine's EBITDA is more resilient to changes in natural gas prices and heat rates as compared to its peers. NRG is short generation compared to Vistra and Calpine, and serves load from sources other than its own generation. Fitch projects Vistra's leverage to trend toward 3.5x in 2025-2026, which compares favorably to Calpine's leverage, which is forecasted to remain around 5.0x. Fitch expects NRG to allocate FCF to maintain leverage within rating thresholds of 3.0x-3.5x beyond 2023. KEY ASSUMPTIONS - Acquisition of EH for $3 billion cash and a 15% equity interest in Vistra Vision; - Acquisition financed with issuance of $2.6 billion of Vistra Ops debt in 2023; - Acquisition of EH to be completed by Sept. 30, 2023; - Hedged generation in 2023-2026 per management's guidance; - Power prices in key markets such as PJM and ERCOT at a discount to current forward prices; - Annual retail load of approximately 100TWH for Vistra and about 25TWH for EH; - Capacity revenues per past auction results; future PJM capacity auctions in-line with the last auction results; - Total capex of about $5.4 billion over 2023-2026 including Vistra Vision; - Share repurchases of approximately $4.0 billion over 2023-2026; - Common dividends of about $300 million annually; - Run rate synergies of about $125 million by 2025; - Issuance of about $1.4 billion of project finance debt over the forecast period consolidated on the Vistra's balance sheet. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - While Fitch does not anticipate positive rating actions in the near to medium term, demonstrated EBITDA leverage lower than 3.5x on a sustainable basis coupled with track record of stable EBITDA generation and continued emphasis on an integrated wholesale-retail platform could lead to a positive rating action. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Gross debt/EBITDA above 4.0x on a sustained basis; - Weaker power demand and/or higher than expected supply depressing wholesale power prices and capacity auction outcomes in its core regions; - Unfavorable changes in regulatory constructs and markets; - Lack of access to adequate liquidity to meet collateral requirements; - An aggressive growth strategy that diverts a significant proportion of FCF toward merchant generation assets and/or overpriced retail acquisitions. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of March 31, 2023, the company had approximately $2.7 billion of liquidity available consisting of $518 million of cash in hand and around $2.2 billion was available under various revolving facilities. There were no short-term borrowings outstanding under the commodity-linked facility and the revolving credit facility as of March 31, 2023. Vistra's revolving credit facility agreement has a $3.175 billion commitment expiring in April 2027, while the balance $200 million commitment expires June 2023. The commodity-linked facility matures in October 2023 and has aggregate available commitment limit of $1.35 billion. As of March 31, 2023, the borrowing base under the facility was $169 million, which is lower than the facility limit of $1.35 billion. The reduction in the borrowing base is due to a decrease in commodity prices and would increase in size in a rising commodity price environment in accordance with the terms of the facility. ISSUER PROFILE Vistra is the largest independent power generator in the U.S. with approximately 37 GW of capacity. Vistra Retail is one of the largest retail providers in the country with roughly 95 TWHs of load and approximately 4 million customers. Criteria Variation Variation from Criteria: Fitch looks to its Corporate Rating Criteria dated Oct. 28, 2022, which outlines and defines a variety of quantitative measures used to assess credit risk. As per criteria, Fitch's definition of total debt is all encompassing. However, Fitch's criteria is designed to be used in conjunction with experienced analytical judgment, and as such, adjustments may be made to the application of the criteria that more accurately reflects the risks of a specific transaction or entity. Fitch does not consider the proposed P-Caps as debt, which is a variation from the Corporate Rating Criteria's definition of total debt. Absent the exercise of the issuance right, P-Caps are treated as off-balance sheet for analytical purposes and excluded from Fitch's leverage and interest coverage metrics. If Vistra Ops were to exercise issuance rights, the amount of debt issued to the trust would be included in Vistra's total debt calculation and therefore its credit metrics. ESG CONSIDERATIONS Vistra has an ESG Relevance Score of '4', for Exposure to Environmental Impacts due to exposure to deficiencies in ERCOT's energy only market construct caused by extreme weather events, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Vistra Corp. LT IDR BB Affirmed BB Preferred LT B+ Affirmed RR6 B+ Palomino Funding Trust I senior secured LT BBB- New Rating RR1 Vistra Operations Company, LLC LT IDR BB Affirmed BB senior secured LT BBB- Affirmed RR1 BBB- senior unsecured LT BB Affirmed RR4 BB WORCESTER COUNTRY: Property Sale Proceeds to Fund Plan ------------------------------------------------------ Worcester Country Club Acres, LLC, filed with the U.S. Bankruptcy Court for the District of Massachusetts a Proposed Disclosure Statement with respect to Liquidating Plan dated June 8, 2023. The Debtor is a condominium developer for an over 55 residential project located in Worcester, Massachusetts. There is approximately 20 acres of land adjacent to the Condominium which can be placed into the Condominium, developed, and sold, including two potential units that are improved by a completed residence, two that are improved by a foundation, and twenty-nine that are unimproved (the "Reserved Land"). The condominium trust commenced litigation against the Debtor in the Land Court in 2021. Among the issues in dispute are: (i) whether the Reserved Land has been submitted to the Condominium or remains owned by the Debtor; and (ii) whether the Debtor's extension of its Development Rights was effective. The litigation has been ongoing since 2021. Because of the potential for a trial in the Land Court and appeals in 2024 and thereafter, absent this Chapter 11 filing, the Development Rights could expire valueless, to the detriment of the Debtor and its creditors. In order to preserve the value of its most important asset, the Debtor has commenced this case requesting authority to promptly market and sell the Reserved Land and the Development Rights, with entitlement to the proceeds to be determined by a Court of competent jurisdiction after the effective date and the consummation of the sales. The Plan provides for the orderly liquidation of the Debtor's Assets. The Net Sale Proceeds from such liquidation shall be used to satisfy the Allowed Claims and, to the extent there is any surplus available after full satisfaction of Allowed Claims, such surplus shall be remitted to the Debtor. Unsecured Claims The Trust has asserted claims against the Debtor in the Land Court Litigation. Farooq Ansari has a claim against the Debtor in the approximate amount of $156,000. Summit Realty Trust, an affiliate of the Debtor is owed approximately $60,000. The Debtor is allegedly indebted to the law firm of Marcus Errico Emmer & Brooks, P.C. in the approximate sum of $210,000. Class 3 consists of the Allowed Nonpriority Unsecured Claims. In full and complete satisfaction, settlement, release and discharge of Allowed Nonpriority Unsecured Claims, each holder of an Allowed Claim shall receive its pro rata share of the Net Sale Proceeds, after payment of any Allowed Class 2 Claim. Class 3 is impaired under the Plan. Class 4 consists of the Allowed Equity Interests in the Debtor. Equity Interests in the Debtor shall retain their membership interests on the effective date. The Net Sale Proceeds, along with the other Assets, will be used to fund the payments under the Plan. A full-text copy of the Disclosure Statement dated June 8, 2023 is available at https://urlcurt.com/u?l=cjVlVX from PacerMonitor.com at no charge. Debtor's Counsel: Andrew G. Lizotte, Esq. MURPHY & KING, P.C. 28 State Street Suite 3101 Boston, MA 02109 Tel: (617) 423-0400 Fax: (617) 423-0498 E-mail: alizotte@murphyking.com About Worcester Country Club Worcester Country Club Acres, LLC, is a Single Asset Real Estate formed for the purpose of development of age-restricted residential condominiums. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 23-40446) on June 8, 2023. Andrew G. Lizotte, Esq. of MURPHY & KING, P.C., is the Debtor's counsel. In the petition signed by Farooq Ansari, managing member, the Debtor disclosed $1 million to $10 million in assets and liabilities. YC RIVERGOLD: Seeks to Hire Step Two Law as Bankruptcy Counsel -------------------------------------------------------------- YC Rivergold Hotel LLC seeks approval from the U.S. Bankruptcy Court for the District of Alaska to employ Step Two Law as its bankruptcy counsel. The firm's services include: a. providing legal advice regarding local rules, practices, precedent and procedures and providing substantive and strategic advice on how to accomplish the Debtor's goals in connection with the prosecution of this case; b. appearing in court, depositions, and at any meeting with the United States Trustee including meeting with creditors; c. resolving issues concerning the right of secured, priority and unsecured creditors; d. negotiating, drafting, reviewing, commenting and/or preparing agreements, pleadings, documents and discovery requests and responses; e. advising and assisting the Debtor with respect to the reporting requirements of the U.S. Trustee; f. taking all necessary actions to protect and preserve the Debtor's estate; g. performing various services in connection with the administration of the cases; h. communicating with employees, creditors, and other parties in interest concerning the bankruptcy case; i. preparing and obtaining court approval of a disclosure statement and plan of reorganization; and j. assisting the Debtor in other matters relative to the administration of this case. Austin K. Barron, sole proprietor of Step Two Law, will bill $475 per hour for his services. The firm received a retainer in the amount of $150,000. Step Two Law does not hold or represent any interest adverse to the bankruptcy case, as disclosed in the court filings. The firm can be reached through: Austin Barron, Esq. Step Two Law 3300 Arctic Blvd. Ste 201-1090 Anchorage, AK 99517 Phone: (877) 478-3789 Email: abarron@steptwolaw.com About YC Rivergold Hotel YC Rivergold Hotel LLC is part of the traveler accommodation industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Alaska Case No. 23-00072) on April 29, 2023. In the petition signed by Baldev Johal, special bankruptcy officer of YC Rivergold Holtel, LLC and managing member of YC Rivergold Hotel MM, LLC, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Gary Spraker oversees the case. Austin K. Barron, Esq., at Step Two Law, represents the Debtor as legal counsel. Wells Fargo, as lender, is represented by Lane Powell LLC, Polsinelli PC, and Agentis PLLC. ZAYO GROUP: $750M Bank Debt Trades at 19% Discount -------------------------------------------------- Participations in a syndicated loan under which Zayo Group Holdings Inc is a borrower were trading in the secondary market around 80.7 cents-on-the-dollar during the week ended Friday, June 9, 2023, according to Bloomberg's Evaluated Pricing service data. The $750 million facility is a Term loan that is scheduled to mature on March 9, 2027. The amount is fully drawn and outstanding. Zayo Group Holdings, Inc., or Zayo Group, is a privately held company headquartered in Boulder, Colorado, with European headquarters in London, England. The company provides communications infrastructure services. [*] Michael Gomez Appointed as Lawyer Rep to 9th Cir. Conference ---------------------------------------------------------------- Frandzel Robins Bloom & Csato, L.C.'s Michael Gomez has been appointed by the United States District Court for Eastern District of California to be a lawyer representative to the Ninth Circuit Judicial Conference. In each judicial district, the judges and the bar organizations select a group of lawyers to serve as lawyer representatives to the annual Ninth Circuit Judicial Conference. During their three-year terms, these lawyers, who represent the federal bar, meet throughout the year with the judges from their districts to discuss matters of mutual concern. The lawyer representatives also meet separately to work on projects -- such as rule changes, alternative dispute resolution, or education programs -- designed to aid the courts to improve the administration of justice in their districts. Gomez's term runs from January 2023 until December 2025. Michael Gomez is a Martindale-Hubbell AV Rated lawyer who focuses his practice in the areas of bankruptcy, debtor and creditor rights, commercial litigation, and business litigation; debt workout negotiations, restructuring, and documentation of commercial lending transactions, and personal property and real estate-secured credits. He has represented various entities, including debtors, creditors' committees, hedge funds, indenture trustees, equipment lessors, receivers, landlords, bankruptcy trustees, judgment creditors, private lenders, and institutional lenders in out of court workouts, federal and state court litigation, and chapters 7, 11, 12, and 13 bankruptcy cases. Frandzel offers legal counsel and litigation services to financial institutions and businesses. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ABST US 528.1 (11.8) (62.1) ABSOLUTE SOFTWRE OU1 GR 528.1 (11.8) (62.1) ABSOLUTE SOFTWRE ABST CN 528.1 (11.8) (62.1) ABSOLUTE SOFTWRE ABT2EUR EU 528.1 (11.8) (62.1) ABSOLUTE SOFTWRE OU1 GZ 528.1 (11.8) (62.1) ACCELERATE DIAGN AXDX* MM 51.0 (38.7) (25.3) AEMETIS INC AMTX US 210.4 (222.4) (82.4) AEMETIS INC DW51 GR 210.4 (222.4) (82.4) AEMETIS INC AMTXGEUR EU 210.4 (222.4) (82.4) AEMETIS INC DW51 GZ 210.4 (222.4) (82.4) AEMETIS INC DW51 TH 210.4 (222.4) (82.4) AEMETIS INC DW51 QT 210.4 (222.4) (82.4) AIR CANADA AC CN 30,476.0 (1,514.0) (111.0) AIR CANADA ADH2 GR 30,476.0 (1,514.0) (111.0) AIR CANADA ACEUR EU 30,476.0 (1,514.0) (111.0) AIR CANADA ADH2 TH 30,476.0 (1,514.0) (111.0) AIR CANADA ACDVF US 30,476.0 (1,514.0) (111.0) AIR CANADA ADH2 QT 30,476.0 (1,514.0) (111.0) AIR CANADA ACEUR EZ 30,476.0 (1,514.0) (111.0) AIR CANADA ADH2 GZ 30,476.0 (1,514.0) (111.0) ALNYLAM PHAR-BDR A1LN34 BZ 3,391.9 (259.2) 1,867.6 ALNYLAM PHARMACE ALNY US 3,391.9 (259.2) 1,867.6 ALNYLAM PHARMACE DUL GR 3,391.9 (259.2) 1,867.6 ALNYLAM PHARMACE DUL QT 3,391.9 (259.2) 1,867.6 ALNYLAM PHARMACE ALNYEUR EU 3,391.9 (259.2) 1,867.6 ALNYLAM PHARMACE DUL TH 3,391.9 (259.2) 1,867.6 ALNYLAM PHARMACE ALNY* MM 3,391.9 (259.2) 1,867.6 ALNYLAM PHARMACE DUL GZ 3,391.9 (259.2) 1,867.6 ALNYLAM PHARMACE ALNYEUR EZ 3,391.9 (259.2) 1,867.6 ALPHATEC HOLDING L1Z1 GR 569.7 (34.8) 156.2 ALPHATEC HOLDING ATEC US 569.7 (34.8) 156.2 ALPHATEC HOLDING ATECEUR EU 569.7 (34.8) 156.2 ALPHATEC HOLDING L1Z1 GZ 569.7 (34.8) 156.2 ALTICE USA INC-A ATUS* MM 31,986.8 (480.7) (1,527.3) ALTICE USA INC-A ATUS-RM RM 31,986.8 (480.7) (1,527.3) ALTIRA GP-CEDEAR MOC AR 36,826.0 (3,826.0) (1,994.0) ALTIRA GP-CEDEAR MOD AR 36,826.0 (3,826.0) (1,994.0) ALTIRA GP-CEDEAR MO AR 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP INC PHM7 GR 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP INC MO* MM 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP INC MO US 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP INC MO SW 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP INC MOEUR EU 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP INC MO TE 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP INC PHM7 TH 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP INC MO CI 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP INC PHM7 QT 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP INC MOUSD SW 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP INC PHM7 GZ 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP INC 0R31 LI 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP INC ALTR AV 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP INC MOEUR EZ 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP INC MO-RM RM 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP INC PHM7 BU 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP INC PHM7D EB 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP INC PHM7D IX 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP INC PHM7D I2 36,826.0 (3,826.0) (1,994.0) ALTRIA GROUP-BDR MOOO34 BZ 36,826.0 (3,826.0) (1,994.0) AMC ENTERTAINMEN AMC US 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN AH9 GR 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN AMC4EUR EU 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN AH9 TH 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN AH9 QT 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN AMC* MM 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN AH9 GZ 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN AH9 SW 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN AMC-RM RM 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN A2MC34 BZ 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN APE* MM 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN AH9 BU 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN AMCE AV 8,847.6 (2,590.3) (971.8) AMERICAN AIR-BDR AALL34 BZ 66,786.0 (5,771.0) (6,938.0) AMERICAN AIRLINE AAL US 66,786.0 (5,771.0) (6,938.0) AMERICAN AIRLINE A1G GR 66,786.0 (5,771.0) (6,938.0) AMERICAN AIRLINE AAL* MM 66,786.0 (5,771.0) (6,938.0) AMERICAN AIRLINE 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EU 58.6 (44.6) 30.7 NEW ENG RLTY-LP NEN US 385.0 (64.9) - NIOCORP DEVELOPM NB CN 33.1 (13.9) 3.5 NIOCORP DEVELOPM NB US 33.1 (13.9) 3.5 NORWEGIAN CR-BDR N1CL34 BZ 18,350.7 (99.5) (4,054.9) NORWEGIAN CRUISE NCLH US 18,350.7 (99.5) (4,054.9) NORWEGIAN CRUISE 1NC GR 18,350.7 (99.5) (4,054.9) NORWEGIAN CRUISE NCLHN MM 18,350.7 (99.5) (4,054.9) NORWEGIAN CRUISE NCLHEUR EU 18,350.7 (99.5) (4,054.9) NORWEGIAN CRUISE 1NC TH 18,350.7 (99.5) (4,054.9) NORWEGIAN CRUISE 1NC QT 18,350.7 (99.5) (4,054.9) NORWEGIAN CRUISE NCLH AV 18,350.7 (99.5) (4,054.9) NORWEGIAN CRUISE 1NC SW 18,350.7 (99.5) (4,054.9) NORWEGIAN CRUISE NCLHEUR EZ 18,350.7 (99.5) (4,054.9) NORWEGIAN CRUISE 1NC GZ 18,350.7 (99.5) (4,054.9) NOVAVAX INC NVV1 GR 1,542.7 (895.6) (947.8) NOVAVAX INC NVAX US 1,542.7 (895.6) (947.8) NOVAVAX INC NVV1 TH 1,542.7 (895.6) (947.8) NOVAVAX INC NVV1 QT 1,542.7 (895.6) (947.8) NOVAVAX INC NVAXEUR EU 1,542.7 (895.6) (947.8) NOVAVAX INC NVV1 GZ 1,542.7 (895.6) (947.8) NOVAVAX INC NVV1 SW 1,542.7 (895.6) (947.8) NOVAVAX INC NVAX* MM 1,542.7 (895.6) (947.8) NOVAVAX INC 0A3S LI 1,542.7 (895.6) (947.8) NOVAVAX INC NVV1 BU 1,542.7 (895.6) (947.8) NUTANIX INC - A NTNX US 2,396.0 (789.1) 596.1 NUTANIX INC - A 0NU GR 2,396.0 (789.1) 596.1 NUTANIX INC - A NTNXEUR EU 2,396.0 (789.1) 596.1 NUTANIX INC - A 0NU TH 2,396.0 (789.1) 596.1 NUTANIX INC - A 0NU QT 2,396.0 (789.1) 596.1 NUTANIX INC - A 0NU GZ 2,396.0 (789.1) 596.1 NUTANIX INC - A NTNXEUR EZ 2,396.0 (789.1) 596.1 NUTANIX INC - A NTNX-RM RM 2,396.0 (789.1) 596.1 O'REILLY AUT-BDR ORLY34 BZ 12,972.8 (1,625.0) (2,168.3) O'REILLY AUTOMOT OM6 GR 12,972.8 (1,625.0) (2,168.3) O'REILLY AUTOMOT ORLY US 12,972.8 (1,625.0) (2,168.3) O'REILLY AUTOMOT OM6 TH 12,972.8 (1,625.0) (2,168.3) O'REILLY AUTOMOT ORLY SW 12,972.8 (1,625.0) (2,168.3) O'REILLY AUTOMOT OM6 QT 12,972.8 (1,625.0) (2,168.3) O'REILLY AUTOMOT ORLY* MM 12,972.8 (1,625.0) (2,168.3) O'REILLY AUTOMOT ORLYEUR EU 12,972.8 (1,625.0) (2,168.3) O'REILLY AUTOMOT OM6 GZ 12,972.8 (1,625.0) (2,168.3) O'REILLY AUTOMOT ORLY AV 12,972.8 (1,625.0) (2,168.3) O'REILLY AUTOMOT ORLYEUR EZ 12,972.8 (1,625.0) (2,168.3) O'REILLY AUTOMOT ORLY-RM RM 12,972.8 (1,625.0) (2,168.3) ORACLE BDR ORCL34 BZ 131,620.0 (1,912.0) (4,184.0) ORACLE CO-CEDEAR ORCLC AR 131,620.0 (1,912.0) (4,184.0) ORACLE CO-CEDEAR ORCL AR 131,620.0 (1,912.0) (4,184.0) ORACLE CO-CEDEAR ORCLD AR 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCL US 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORC GR 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCL* MM 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCL TE 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORC TH 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCL CI 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCL SW 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCLEUR EU 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORC QT 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCLUSD EU 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCLUSD SW 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORC GZ 131,620.0 (1,912.0) (4,184.0) ORACLE CORP 0R1Z LN 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCL AV 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCLEUR EZ 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCLUSD EZ 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCLCL CI 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCL-RM RM 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCD EB 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCD I2 131,620.0 (1,912.0) (4,184.0) ORACLE CORP ORCD IX 131,620.0 (1,912.0) (4,184.0) ORGANON & CO OGN US 10,763.0 (737.0) 1,434.0 ORGANON & CO 7XP TH 10,763.0 (737.0) 1,434.0 ORGANON & CO OGN-WEUR EU 10,763.0 (737.0) 1,434.0 ORGANON & CO 7XP GR 10,763.0 (737.0) 1,434.0 ORGANON & CO OGN* MM 10,763.0 (737.0) 1,434.0 ORGANON & CO 7XP GZ 10,763.0 (737.0) 1,434.0 ORGANON & CO 7XP QT 10,763.0 (737.0) 1,434.0 ORGANON & CO OGN-RM RM 10,763.0 (737.0) 1,434.0 OTIS WORLDWI OTIS US 9,845.0 (4,638.0) (670.0) OTIS WORLDWI 4PG GR 9,845.0 (4,638.0) (670.0) OTIS WORLDWI 4PG GZ 9,845.0 (4,638.0) (670.0) OTIS WORLDWI OTISEUR EZ 9,845.0 (4,638.0) (670.0) OTIS WORLDWI OTISEUR EU 9,845.0 (4,638.0) (670.0) OTIS WORLDWI OTIS* MM 9,845.0 (4,638.0) (670.0) OTIS WORLDWI 4PG TH 9,845.0 (4,638.0) (670.0) OTIS WORLDWI 4PG QT 9,845.0 (4,638.0) (670.0) OTIS WORLDWI OTIS AV 9,845.0 (4,638.0) (670.0) OTIS WORLDWI OTIS-RM RM 9,845.0 (4,638.0) (670.0) OTIS WORLDWI-BDR O1TI34 BZ 9,845.0 (4,638.0) (670.0) PAPA JOHN'S INTL PZZA US 864.9 (474.1) (26.0) PAPA JOHN'S INTL PP1 GR 864.9 (474.1) (26.0) PAPA JOHN'S INTL PZZAEUR EU 864.9 (474.1) (26.0) PAPA JOHN'S INTL PP1 GZ 864.9 (474.1) (26.0) PAPA JOHN'S INTL PP1 TH 864.9 (474.1) (26.0) PAPA JOHN'S INTL PP1 QT 864.9 (474.1) (26.0) PELOTON INTERA-A PTON US 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A 2ON GR 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A 2ON GZ 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A PTONEUR EZ 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A PTONEUR EU 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A 2ON QT 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A 2ON TH 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A PTON* MM 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A 0A46 LI 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A PTON AV 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A 2ON SW 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A PTON-RM RM 3,016.3 (127.0) 1,004.4 PETRO USA INC PBAJ US - (0.1) (0.1) PHATHOM PHARMACE PHAT US 144.0 (90.2) 125.4 PHILIP MORRI-BDR PHMO34 BZ 62,060.0 (7,053.0) (3,414.0) PHILIP MORRIS IN PM1EUR EU 62,060.0 (7,053.0) (3,414.0) PHILIP MORRIS IN PMI SW 62,060.0 (7,053.0) (3,414.0) PHILIP MORRIS IN PM1 TE 62,060.0 (7,053.0) (3,414.0) PHILIP MORRIS IN 4I1 TH 62,060.0 (7,053.0) (3,414.0) PHILIP MORRIS IN PM1CHF EU 62,060.0 (7,053.0) (3,414.0) PHILIP MORRIS IN 4I1 GR 62,060.0 (7,053.0) (3,414.0) PHILIP MORRIS IN PM US 62,060.0 (7,053.0) (3,414.0) PHILIP MORRIS IN PMIZ IX 62,060.0 (7,053.0) (3,414.0) PHILIP MORRIS IN PMIZ EB 62,060.0 (7,053.0) (3,414.0) PHILIP MORRIS IN 4I1 QT 62,060.0 (7,053.0) (3,414.0) PHILIP MORRIS IN 4I1 GZ 62,060.0 (7,053.0) (3,414.0) PHILIP MORRIS IN 0M8V LN 62,060.0 (7,053.0) (3,414.0) PHILIP MORRIS IN PMOR AV 62,060.0 (7,053.0) (3,414.0) PHILIP MORRIS IN PM* MM 62,060.0 (7,053.0) (3,414.0) PHILIP MORRIS IN PM1CHF EZ 62,060.0 (7,053.0) (3,414.0) PHILIP MORRIS IN PM1EUR EZ 62,060.0 (7,053.0) (3,414.0) PHILIP MORRIS IN PM-RM RM 62,060.0 (7,053.0) (3,414.0) PLANET FITNESS I P2LN34 BZ 2,905.6 (158.6) 338.5 PLANET FITNESS I PLNT* MM 2,905.6 (158.6) 338.5 PLANET FITNESS-A PLNT US 2,905.6 (158.6) 338.5 PLANET FITNESS-A 3PL TH 2,905.6 (158.6) 338.5 PLANET FITNESS-A 3PL GR 2,905.6 (158.6) 338.5 PLANET FITNESS-A 3PL QT 2,905.6 (158.6) 338.5 PLANET FITNESS-A PLNT1EUR EU 2,905.6 (158.6) 338.5 PLANET FITNESS-A PLNT1EUR EZ 2,905.6 (158.6) 338.5 PLANET FITNESS-A 3PL GZ 2,905.6 (158.6) 338.5 PROS HOLDINGS IN PH2 GR 437.6 (48.0) 95.9 PROS HOLDINGS IN PRO US 437.6 (48.0) 95.9 PROS HOLDINGS IN PRO1EUR EU 437.6 (48.0) 95.9 PTC THERAPEUTICS PTCT US 1,608.8 (457.6) 171.8 PTC THERAPEUTICS BH3 GR 1,608.8 (457.6) 171.8 PTC THERAPEUTICS P91 TH 1,608.8 (457.6) 171.8 PTC THERAPEUTICS P91 QT 1,608.8 (457.6) 171.8 PULSE BIOSCIENCE PLSE US 70.2 (10.7) 48.0 PULSE BIOSCIENCE 6L8 GZ 70.2 (10.7) 48.0 RAPID7 INC RPD US 1,329.5 (110.2) (39.1) RAPID7 INC R7D GR 1,329.5 (110.2) (39.1) RAPID7 INC RPDEUR EU 1,329.5 (110.2) (39.1) RAPID7 INC R7D TH 1,329.5 (110.2) (39.1) RAPID7 INC RPD* MM 1,329.5 (110.2) (39.1) RAPID7 INC R7D GZ 1,329.5 (110.2) (39.1) RAPID7 INC R7D QT 1,329.5 (110.2) (39.1) RAPID7 INC-BDR R2PD34 BZ 1,329.5 (110.2) (39.1) REATA PHARMACE-A RETA US 453.6 (130.7) 277.9 REATA PHARMACE-A 2R3 GR 453.6 (130.7) 277.9 REATA PHARMACE-A RETAEUR EU 453.6 (130.7) 277.9 REATA PHARMACE-A 2R3 GZ 453.6 (130.7) 277.9 REATA PHARMACE-A 2R3 TH 453.6 (130.7) 277.9 REATA PHARMACE-A 2R3 QT 453.6 (130.7) 277.9 REVANCE THERAPEU RVNC US 547.8 (26.7) 245.0 REVANCE THERAPEU RTI GR 547.8 (26.7) 245.0 REVANCE THERAPEU RTI QT 547.8 (26.7) 245.0 REVANCE THERAPEU RVNCEUR EU 547.8 (26.7) 245.0 REVANCE THERAPEU RVNCEUR EZ 547.8 (26.7) 245.0 REVANCE THERAPEU RTI TH 547.8 (26.7) 245.0 REVANCE THERAPEU RTI GZ 547.8 (26.7) 245.0 RIMINI STREET IN RMNI US 368.1 (70.1) (67.8) RIMINI STREET IN 0QH GR 368.1 (70.1) (67.8) RIMINI STREET IN RMNIEUR EU 368.1 (70.1) (67.8) RIMINI STREET IN 0QH QT 368.1 (70.1) (67.8) RINGCENTRAL IN-A RNG US 2,046.4 (272.5) 259.8 RINGCENTRAL IN-A 3RCA GR 2,046.4 (272.5) 259.8 RINGCENTRAL IN-A RNGEUR EU 2,046.4 (272.5) 259.8 RINGCENTRAL IN-A 3RCA TH 2,046.4 (272.5) 259.8 RINGCENTRAL IN-A 3RCA QT 2,046.4 (272.5) 259.8 RINGCENTRAL IN-A RNGEUR EZ 2,046.4 (272.5) 259.8 RINGCENTRAL IN-A RNG* MM 2,046.4 (272.5) 259.8 RINGCENTRAL IN-A 3RCA GZ 2,046.4 (272.5) 259.8 RINGCENTRAL-BDR R2NG34 BZ 2,046.4 (272.5) 259.8 SABRE CORP SABR US 5,026.0 (949.0) 578.7 SABRE CORP 19S GR 5,026.0 (949.0) 578.7 SABRE CORP 19S TH 5,026.0 (949.0) 578.7 SABRE CORP 19S QT 5,026.0 (949.0) 578.7 SABRE CORP SABREUR EU 5,026.0 (949.0) 578.7 SABRE CORP SABREUR EZ 5,026.0 (949.0) 578.7 SABRE CORP 19S GZ 5,026.0 (949.0) 578.7 SBA COMM CORP 4SB GR 10,541.5 (5,231.0) (167.2) SBA COMM CORP SBAC US 10,541.5 (5,231.0) (167.2) SBA COMM CORP 4SB TH 10,541.5 (5,231.0) (167.2) SBA COMM CORP 4SB QT 10,541.5 (5,231.0) (167.2) SBA COMM CORP SBACEUR EU 10,541.5 (5,231.0) (167.2) SBA COMM CORP 4SB GZ 10,541.5 (5,231.0) (167.2) SBA COMM CORP SBAC* MM 10,541.5 (5,231.0) (167.2) SBA COMM CORP SBACEUR EZ 10,541.5 (5,231.0) (167.2) SEAGATE TECHNOLO S1TX34 BZ 7,967.0 (1,004.0) (42.0) SEAGATE TECHNOLO STXN MM 7,967.0 (1,004.0) (42.0) SEAGATE TECHNOLO STX US 7,967.0 (1,004.0) (42.0) SEAGATE TECHNOLO 847 GR 7,967.0 (1,004.0) (42.0) SEAGATE TECHNOLO 847 GZ 7,967.0 (1,004.0) (42.0) SEAGATE TECHNOLO STX4EUR EU 7,967.0 (1,004.0) (42.0) SEAGATE TECHNOLO 847 TH 7,967.0 (1,004.0) (42.0) SEAGATE TECHNOLO STXH AV 7,967.0 (1,004.0) (42.0) SEAGATE TECHNOLO 847 QT 7,967.0 (1,004.0) (42.0) SEAGATE TECHNOLO STH TE 7,967.0 (1,004.0) (42.0) SEAWORLD ENTERTA SEAS US 2,353.9 (454.7) (239.2) SEAWORLD ENTERTA W2L GR 2,353.9 (454.7) (239.2) SEAWORLD ENTERTA W2L TH 2,353.9 (454.7) (239.2) SEAWORLD ENTERTA SEASEUR EU 2,353.9 (454.7) (239.2) SEAWORLD ENTERTA W2L QT 2,353.9 (454.7) (239.2) SEAWORLD ENTERTA W2L GZ 2,353.9 (454.7) (239.2) SERES THERAPEUTI MCRB US 270.2 (47.9) 52.3 SERES THERAPEUTI 1S9 GR 270.2 (47.9) 52.3 SERES THERAPEUTI MCRB1EUR EU 270.2 (47.9) 52.3 SERES THERAPEUTI 1S9 TH 270.2 (47.9) 52.3 SILVER SPIKE-A SPKC/U CN 5.2 (6.8) 0.1 SIRIUS XM HO-BDR SRXM34 BZ 10,023.0 (3,259.0) (1,816.0) SIRIUS XM HOLDIN SIRI US 10,023.0 (3,259.0) (1,816.0) SIRIUS XM HOLDIN RDO TH 10,023.0 (3,259.0) (1,816.0) SIRIUS XM HOLDIN RDO GR 10,023.0 (3,259.0) (1,816.0) SIRIUS XM HOLDIN RDO QT 10,023.0 (3,259.0) (1,816.0) SIRIUS XM HOLDIN SIRIEUR EU 10,023.0 (3,259.0) (1,816.0) SIRIUS XM HOLDIN RDO GZ 10,023.0 (3,259.0) (1,816.0) SIRIUS XM HOLDIN SIRI AV 10,023.0 (3,259.0) (1,816.0) SIRIUS XM HOLDIN SIRIEUR EZ 10,023.0 (3,259.0) (1,816.0) SIRIUS XM HOLDIN SIRI* MM 10,023.0 (3,259.0) (1,816.0) SIX FLAGS ENTERT SIX US 2,658.2 (495.3) (278.8) SIX FLAGS ENTERT 6FE GR 2,658.2 (495.3) (278.8) SIX FLAGS ENTERT SIXEUR EU 2,658.2 (495.3) (278.8) SIX FLAGS ENTERT 6FE TH 2,658.2 (495.3) (278.8) SIX FLAGS ENTERT 6FE QT 2,658.2 (495.3) (278.8) SLEEP NUMBER COR SNBR US 962.8 (425.0) (717.3) SLEEP NUMBER COR SL2 GR 962.8 (425.0) (717.3) SLEEP NUMBER COR SNBREUR EU 962.8 (425.0) (717.3) SLEEP NUMBER COR SL2 TH 962.8 (425.0) (717.3) SLEEP NUMBER COR SL2 QT 962.8 (425.0) (717.3) SLEEP NUMBER COR SL2 GZ 962.8 (425.0) (717.3) SMILEDIRECTCLUB SDC* MM 545.6 (441.9) 139.3 SONDER HOLDINGS SOND* MM 1,521.5 (96.8) (8.4) SOUNDHOUND AI-A SOUN US 72.8 2.4 11.7 SPIRIT AEROSYS-A S9Q GR 6,574.7 (444.6) 1,192.0 SPIRIT AEROSYS-A SPR US 6,574.7 (444.6) 1,192.0 SPIRIT AEROSYS-A S9Q TH 6,574.7 (444.6) 1,192.0 SPIRIT AEROSYS-A SPREUR EU 6,574.7 (444.6) 1,192.0 SPIRIT AEROSYS-A S9Q QT 6,574.7 (444.6) 1,192.0 SPIRIT AEROSYS-A SPREUR EZ 6,574.7 (444.6) 1,192.0 SPIRIT AEROSYS-A S9Q GZ 6,574.7 (444.6) 1,192.0 SPIRIT AEROSYS-A SPR-RM RM 6,574.7 (444.6) 1,192.0 SPLUNK INC SPLK US 5,966.1 (156.0) 900.2 SPLUNK INC S0U GR 5,966.1 (156.0) 900.2 SPLUNK INC S0U TH 5,966.1 (156.0) 900.2 SPLUNK INC S0U QT 5,966.1 (156.0) 900.2 SPLUNK INC SPLK SW 5,966.1 (156.0) 900.2 SPLUNK INC SPLKEUR EU 5,966.1 (156.0) 900.2 SPLUNK INC SPLK* MM 5,966.1 (156.0) 900.2 SPLUNK INC SPLKEUR EZ 5,966.1 (156.0) 900.2 SPLUNK INC S0U GZ 5,966.1 (156.0) 900.2 SPLUNK INC SPLK-RM RM 5,966.1 (156.0) 900.2 SPLUNK INC - BDR S1PL34 BZ 5,966.1 (156.0) 900.2 SQUARESPACE -BDR S2QS34 BZ 754.4 (318.3) (132.4) SQUARESPACE IN-A SQSP US 754.4 (318.3) (132.4) SQUARESPACE IN-A 8DT GR 754.4 (318.3) (132.4) SQUARESPACE IN-A 8DT GZ 754.4 (318.3) (132.4) SQUARESPACE IN-A SQSPEUR EU 754.4 (318.3) (132.4) SQUARESPACE IN-A 8DT TH 754.4 (318.3) (132.4) SQUARESPACE IN-A 8DT QT 754.4 (318.3) (132.4) STARBUCKS CORP SBUX US 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP SBUX* MM 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP SRB TH 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP SRB GR 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP SBUX CI 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP SBUX SW 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP SRB QT 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP SBUX PE 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP SBUXUSD SW 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP SRB GZ 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP SBUX AV 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP SBUX TE 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP SBUXEUR EU 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP 1SBUX IM 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP SBUXEUR EZ 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP 0QZH LI 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP SBUX-RM RM 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP SBUXCL CI 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP SBUX_KZ KZ 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP SRBD EB 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP SRBD IX 28,609.0 (8,499.4) (2,075.6) STARBUCKS CORP SRBD I2 28,609.0 (8,499.4) (2,075.6) STARBUCKS-BDR SBUB34 BZ 28,609.0 (8,499.4) (2,075.6) STARBUCKS-CEDEAR SBUX AR 28,609.0 (8,499.4) (2,075.6) STARBUCKS-CEDEAR SBUXD AR 28,609.0 (8,499.4) (2,075.6) SYNDAX PHARMACEU SNDX US 459.8 (298.7) 417.8 SYNDAX PHARMACEU 1T3 GR 459.8 (298.7) 417.8 SYNDAX PHARMACEU SNDXEUR EU 459.8 (298.7) 417.8 SYNDAX PHARMACEU 1T3 TH 459.8 (298.7) 417.8 SYNDAX PHARMACEU 1T3 QT 459.8 (298.7) 417.8 SYNDAX PHARMACEU 1T3 GZ 459.8 (298.7) 417.8 TABULA RASA HEAL TRHC US 355.6 (70.9) 56.6 TABULA RASA HEAL 43T GR 355.6 (70.9) 56.6 TABULA RASA HEAL TRHCEUR EU 355.6 (70.9) 56.6 TABULA RASA HEAL 43T TH 355.6 (70.9) 56.6 TABULA RASA HEAL 43T GZ 355.6 (70.9) 56.6 TRANSAT A.T. TRZ CN 2,509.3 (834.0) (100.3) TRANSDIGM - BDR T1DG34 BZ 20,008.0 (2,893.0) 4,934.0 TRANSDIGM GROUP T7D GR 20,008.0 (2,893.0) 4,934.0 TRANSDIGM GROUP TDG US 20,008.0 (2,893.0) 4,934.0 TRANSDIGM GROUP T7D QT 20,008.0 (2,893.0) 4,934.0 TRANSDIGM GROUP TDGEUR EU 20,008.0 (2,893.0) 4,934.0 TRANSDIGM GROUP T7D TH 20,008.0 (2,893.0) 4,934.0 TRANSDIGM GROUP TDG* MM 20,008.0 (2,893.0) 4,934.0 TRANSDIGM GROUP TDGEUR EZ 20,008.0 (2,893.0) 4,934.0 TRANSDIGM GROUP TDG-RM RM 20,008.0 (2,893.0) 4,934.0 TRAVEL + LEISURE WD5A GR 6,477.0 (975.0) 616.0 TRAVEL + LEISURE TNL US 6,477.0 (975.0) 616.0 TRAVEL + LEISURE WD5A TH 6,477.0 (975.0) 616.0 TRAVEL + LEISURE WD5A QT 6,477.0 (975.0) 616.0 TRAVEL + LEISURE WYNEUR EU 6,477.0 (975.0) 616.0 TRAVEL + LEISURE 0M1K LI 6,477.0 (975.0) 616.0 TRAVEL + LEISURE WYNEUR EZ 6,477.0 (975.0) 616.0 TRAVEL + LEISURE WD5A GZ 6,477.0 (975.0) 616.0 TRAVEL + LEISURE TNL* MM 6,477.0 (975.0) 616.0 TRIUMPH GROUP TG7 GR 1,714.8 (797.4) 536.6 TRIUMPH GROUP TGI US 1,714.8 (797.4) 536.6 TRIUMPH GROUP TGIEUR EU 1,714.8 (797.4) 536.6 TRIUMPH GROUP TG7 TH 1,714.8 (797.4) 536.6 TRIUMPH GROUP TG7 GZ 1,714.8 (797.4) 536.6 UBIQUITI INC 3UB GR 1,375.2 (184.5) 790.0 UBIQUITI INC UI US 1,375.2 (184.5) 790.0 UBIQUITI INC UBNTEUR EU 1,375.2 (184.5) 790.0 UBIQUITI INC 3UB TH 1,375.2 (184.5) 790.0 UNITED HOMES GRO UHG US 283.8 (363.3) 249.9 UNITED HOMES GRO 6PO GR 283.8 (363.3) 249.9 UNITED HOMES GRO DHHCEUR EU 283.8 (363.3) 249.9 UNITI GROUP INC UNIT US 4,988.2 (2,324.2) - UNITI GROUP INC 8XC GR 4,988.2 (2,324.2) - UNITI GROUP INC 8XC TH 4,988.2 (2,324.2) - UNITI GROUP INC 8XC GZ 4,988.2 (2,324.2) - UROGEN PHARMA LT URGN US 113.0 (116.6) 70.7 UROGEN PHARMA LT UR8 GR 113.0 (116.6) 70.7 UROGEN PHARMA LT URGNEUR EU 113.0 (116.6) 70.7 VECTOR GROUP LTD VGR GR 955.9 (805.8) 301.2 VECTOR GROUP LTD VGR US 955.9 (805.8) 301.2 VECTOR GROUP LTD VGR QT 955.9 (805.8) 301.2 VECTOR GROUP LTD VGREUR EU 955.9 (805.8) 301.2 VECTOR GROUP LTD VGR TH 955.9 (805.8) 301.2 VECTOR GROUP LTD VGR GZ 955.9 (805.8) 301.2 VERISIGN INC VRS TH 1,757.0 (1,593.8) (98.3) VERISIGN INC VRS GR 1,757.0 (1,593.8) (98.3) VERISIGN INC VRSN US 1,757.0 (1,593.8) (98.3) VERISIGN INC VRS QT 1,757.0 (1,593.8) (98.3) VERISIGN INC VRSNEUR EU 1,757.0 (1,593.8) (98.3) VERISIGN INC VRS GZ 1,757.0 (1,593.8) (98.3) VERISIGN INC VRSN* MM 1,757.0 (1,593.8) (98.3) VERISIGN INC VRSNEUR EZ 1,757.0 (1,593.8) (98.3) VERISIGN INC VRSN-RM RM 1,757.0 (1,593.8) (98.3) VERISIGN INC-BDR VRSN34 BZ 1,757.0 (1,593.8) (98.3) VERISIGN-CEDEAR VRSN AR 1,757.0 (1,593.8) (98.3) WAVE LIFE SCIENC WVE US 267.3 (26.8) 87.0 WAVE LIFE SCIENC WVEEUR EU 267.3 (26.8) 87.0 WAVE LIFE SCIENC 1U5 GR 267.3 (26.8) 87.0 WAVE LIFE SCIENC 1U5 TH 267.3 (26.8) 87.0 WAVE LIFE SCIENC 1U5 GZ 267.3 (26.8) 87.0 WAYFAIR INC- A W US 3,212.0 (2,745.0) (302.0) WAYFAIR INC- A 1WF GR 3,212.0 (2,745.0) (302.0) WAYFAIR INC- A 1WF TH 3,212.0 (2,745.0) (302.0) WAYFAIR INC- A WEUR EU 3,212.0 (2,745.0) (302.0) WAYFAIR INC- A 1WF QT 3,212.0 (2,745.0) (302.0) WAYFAIR INC- A WEUR EZ 3,212.0 (2,745.0) (302.0) WAYFAIR INC- A 1WF GZ 3,212.0 (2,745.0) (302.0) WAYFAIR INC- A W* MM 3,212.0 (2,745.0) (302.0) WAYFAIR INC- BDR W2YF34 BZ 3,212.0 (2,745.0) (302.0) WEWORK INC-CL A WE* MM 16,949.0 (3,786.0) (1,437.0) WINGSTOP INC WING US 451.3 (379.8) 170.1 WINGSTOP INC EWG GR 451.3 (379.8) 170.1 WINGSTOP INC WING1EUR EU 451.3 (379.8) 170.1 WINGSTOP INC EWG GZ 451.3 (379.8) 170.1 WINGSTOP INC EWG TH 451.3 (379.8) 170.1 WINMARK CORP WINA US 39.7 (54.0) 14.4 WINMARK CORP GBZ GR 39.7 (54.0) 14.4 WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3) WW INTERNATIONAL WW US 973.7 (802.3) (31.6) WW INTERNATIONAL WW6 GR 973.7 (802.3) (31.6) WW INTERNATIONAL WW6 TH 973.7 (802.3) (31.6) WW INTERNATIONAL WTWEUR EU 973.7 (802.3) (31.6) WW INTERNATIONAL WW6 QT 973.7 (802.3) (31.6) WW INTERNATIONAL WW6 GZ 973.7 (802.3) (31.6) WW INTERNATIONAL WTW AV 973.7 (802.3) (31.6) WW INTERNATIONAL WTWEUR EZ 973.7 (802.3) (31.6) WW INTERNATIONAL WW-RM RM 973.7 (802.3) (31.6) WYNN RESORTS LTD WYR GR 13,724.0 (1,616.4) 2,882.4 WYNN RESORTS LTD WYNN* MM 13,724.0 (1,616.4) 2,882.4 WYNN RESORTS LTD WYNN US 13,724.0 (1,616.4) 2,882.4 WYNN RESORTS LTD WYR TH 13,724.0 (1,616.4) 2,882.4 WYNN RESORTS LTD WYNN SW 13,724.0 (1,616.4) 2,882.4 WYNN RESORTS LTD WYR QT 13,724.0 (1,616.4) 2,882.4 WYNN RESORTS LTD WYNNEUR EU 13,724.0 (1,616.4) 2,882.4 WYNN RESORTS LTD WYR GZ 13,724.0 (1,616.4) 2,882.4 WYNN RESORTS LTD WYNNEUR EZ 13,724.0 (1,616.4) 2,882.4 WYNN RESORTS LTD WYNN-RM RM 13,724.0 (1,616.4) 2,882.4 WYNN RESORTS-BDR W1YN34 BZ 13,724.0 (1,616.4) 2,882.4 YUM! BRANDS -BDR YUMR34 BZ 5,749.0 (8,774.0) (9.0) YUM! BRANDS INC YUM US 5,749.0 (8,774.0) (9.0) YUM! BRANDS INC TGR GR 5,749.0 (8,774.0) (9.0) YUM! BRANDS INC TGR TH 5,749.0 (8,774.0) (9.0) YUM! BRANDS INC YUMEUR EU 5,749.0 (8,774.0) (9.0) YUM! BRANDS INC TGR QT 5,749.0 (8,774.0) (9.0) YUM! BRANDS INC YUM SW 5,749.0 (8,774.0) (9.0) YUM! BRANDS INC YUMUSD SW 5,749.0 (8,774.0) (9.0) YUM! BRANDS INC TGR GZ 5,749.0 (8,774.0) (9.0) YUM! BRANDS INC YUM* MM 5,749.0 (8,774.0) (9.0) YUM! BRANDS INC YUM AV 5,749.0 (8,774.0) (9.0) YUM! BRANDS INC YUMEUR EZ 5,749.0 (8,774.0) (9.0) YUM! BRANDS INC YUM-RM RM 5,749.0 (8,774.0) (9.0) ********* 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 ***