/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230623.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, June 23, 2023, Vol. 27, No. 173 Headlines 476 GATES REALTY: Taps Ephraim Diamond of Arbel Capital as CRO 5 CARMAN COURT: Taps Bruce H. Kaplan P.C. as Legal Counsel 511 SEAWARD LLC: Taps Golden Goodrich as Legal Counsel ACJK INC.: Gets OK to Hire LJW as Tax Service Provider ADAMS 3 LLC: Secured Creditor Proposes Liquidating Plan ADJ PROPERTIES: To Seek Plan Confirmation on July 19 AETHON UNITED: Fitch Affirms LongTerm IDR at 'B', Outlook Stable ALAMO CITY HANDYMEN: Seeks to Hire Villa & White as Counsel ALL ACTION SECURITY: Unsecureds Owed $6.6M to Get 7.22% Under Plan ALMONDE INC: DoubleLine OCF Marks $700,000 Loan at 19% Off ART OF MEDICINE: Taps Lansing Roy as Legal Counsel ARTERA SERVICES: DoubleLine OCF Marks $500,000 Loan at 37% Off ASP BLADE: MetWest Fund Marks $199,525 Loan at 16% Off ASURION LLC: DoubleLine OCF Marks $110,000 Loan at 16% Off ASURION LLC: DoubleLine OCF Marks $450,000 Loan at 17% Off ATLANTIC ACCEPTANCE: Unable to File Plan, Seeks Case Dismissal ATLAS PURCHASER: DoubleLine OCF Marks $456,863 Loan at 30% Off AUBSP OWNERCO: Unsecureds be Paid in Full in 5-Year Plan AULT ALLIANCE: Declares Monthly Cash Dividend of $0.2708333 Apiece AVEANNA HEALTHCARE: DoubleLine OCF Marks $825,000 Loan at 37% Off AVEANNA HEALTHCARE: MetWest Fund Marks $265,000 Loan at 15% Off Bankrupt Bed Bath & Beyond Gets Approval For $240M DIP By Emily Lev BANQ INC: Prime Trust Unit Files for Chapter 11 BED BATH & BEYOND: Court OKs $240MM DIP Loan from Sixth Street BLUE DIAMOND: Seeks to Hire Sheehan & Ramsey as Legal Counsel CENTERPOINT RADIATION: Cash Collateral Access OK'd Thru June 30 CENTEX REI: Seeks to Hire Villa & White as Legal Counsel CENTURYLINK INC: MetWest Fund Marks $5,219 1L Loan at 34% Off CHASE CUSTOM: Taps Purdy Powers & Company as Accountant CHIEF CORNERSTONE: Seeks Approval of Disclosure Statement CINEWORLD FINANCE: MetWest Fund Marks $122,000 1L Loan at 84% Off CINEWORLD GROUP: Court Asked to Reconsider Denial of Equity Panel CINEWORLD GROUP: PI Claimant Has Objection to Plan CONTEMPORARY MANAGEMENT: Seeks Cash Collateral Access CUSTOM TRUCK: All Three Proposals Passed at Annual Meeting CUSTOM TRUCK: Bryan Kelln Quits as Director; Replacement Named DIAMANTE ENTERPRISES: Hits Chapter 11 Bankruptcy Protection DIGITAL MEDIA: Receives Notice of Redemption From Stockholders DIGITAL MEDIA: Warrants Delisted From NYSE E.R. BAKEY INC: Taps Springer Larsen Greene as Legal Counsel EAST BROADWAY MALL: Bank Says UST's Objections Addressed EAST WILLIAMSBURG: Says Unsecureds Unimpaired in Amended Plan ELDORADO GOLD: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable EMRLD BORROWER: Fitch Assigns BB LongTerm IDR, Outlook Stable ENVISTACOM LLC: Taps Katie Goodman of GGG Partners as CLO ENVISTACOM LLC: Taps McDermott Will & Emery as Legal Counsel FTAI AVIATION: Fitch Keeps 'BB-' LongTerm IDR on Watch Negative G & G TOWERING: Taps John F. Coggin as Accountant GIRARDI & KEESE: Cal. Bar Pledges Post-Girardi Access Rule GLOBAL PREMIER: Case Summary & 20 Largest Unsecured Creditors GPS HOSPITALITY: Fitch Affirms CCC+ LongTerm Issuer Default Rating IAMGOLD CORP: Fitch Affirms IDRs at 'B-', Outlook Stable IBIO INC: Issues $1.5-Mil. Promissory Note to Safi Biotherapeutics JO-ANN STORES: DoubleLine OCF Marks $78,800 Loan at 44% Off KCIBT HOLDINGS: S&P Upgrades ICR to 'CCC+', Outlook Negative KDP LLC: Gets OK to Hire Bielli & Klauder as Legal Counsel KLX ENERGY: Extends Maturity of ABL Credit Facility to 2025 KW INTERNATIONAL: U.S. Trustee Appoints Creditors' Committee LANNETT COMPANY: Seeks to Hire PwC as Tax Service Provider LANNETT COMPANY: Taps Fox Rothschild as Co-Counsel LANNETT COMPANY: Taps FTI Consulting as Financial Advisor LANNETT COMPANY: Taps Guggenheim Securities as Investment Banker LANNETT COMPANY: Taps Kirkland & Ellis as Bankruptcy Counsel LUCKY BUCKS: To Seek Plan Confirmation on July 24 LUCKY BUCKS: Unsecureds Owed $1M Unimpaired in OpCo Plan MADISON SQUARE BOYS: Amends Plan to Pay Off Abuse Claims MEDASSETS SOFTWARE: DoubleLine OCF Marks $235,000 Loan at 37% Off MERIDIAN RESTAURANTS: Urged by Burger King to Sell Stores MLN US HOLDCO: DoubleLine OCF Marks $155,000 Loan at 80% Off MONTGOMERY REALTY: Has No Confirmable Plan, Says Bank MORA HOUSE ONE: Taps Marc Voisenat as Bankruptcy Attorney MY SISTER'S CLOSET: Seeks to Hire WM Law as Bankruptcy Counsel NAKED JUICE: MetWest Fund Marks $120,000 2L Loan at 23% Off NATURAL VITALITY: Taps Joseph W. Dicker as Legal Counsel NEP GROUP: DoubleLine OCF Marks $110,000 Loan at 19% Off NETFOR INC: Case Summary & 18 Unsecured Creditors NEW CONSTELLIS: DoubleLine OCF Marks $70,977 Loan at 42% Off NEW MILLENNIUM: Taps Springer Larsen Greene as Legal Counsel NOVUSON SURGICAL: Taps Michael Best & Friedrich as Legal Counsel OAKWOOD DREAMS: U.S. Trustee Objects to Disclosure Statement ONE BRIDAL: Seeks to Hire WM Law as Bankruptcy Counsel OSMOSIS HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B' ICR OVERLOOK ROAD: Unsecured Creditors to Get Full Payment in Plan PACIFICCO INC: Seeks to Hire Deloitte Tax as Tax Services Provider PACIFICCO INC: Taps Deloitte Financial as Accounting Advisor PARADOX RESOURCES: U.S. Trustee Appoints Creditors' Committee PHOTO HOLDINGS: S&P Downgrades ICR to 'SD' on Subpar Debt Exchange POLAR US BORROWER: MetWest Fund Marks $254,500 Loan at 16% Off POLAR US: DoubleLine OCF Marks $58,405 Loan at 16% Off PRECISION FORGING: Court OKs Deal on Cash Collateral Access PRETIUM PKG: DoubleLine OCF Marks $155,000 Loan at 64% Off PRETIUM PKG: DoubleLine OCF Marks $155,000 Loan at 64% Off PUG LLC: DoubleLine OCF Marks $628,000 Loan at 28% Off R&G DEVELOPMENT: Seeks Approval of Disclosure Statement R.P. RUIZ: Unsecureds Owed $4M to Get $137K in Plan RADIOLOGY PARTNERS: DoubleLine OCF Marks $500,000 Loan at 19% Off RANDAZZO'S CLAM: Taps Ross Strent and Company as Accountant RANGER OIL: S&P Ups ICR to 'B+' on Acquisition by Baytex Energy RE-CONNECT MY LIFE: Taps George Jacobs as Bankruptcy Attorney REAMIR 57 CORP: Seeks Another 90-Day Extension to Confirm Plan RELOADED GAMES: Case Summary & 20 Largest Unsecured Creditors RENTPATH INC: DoubleLine OCF $21,564 Loan Has 99% Markdown RIVERBED TECHNOLOGY: DoubleLine OCF Marks $232,974 Loan at 64% Off ROGER T. BRILL: Case Summary & 10 Unsecured Creditors ROLLIN DIRTY: Taps Troutman Law Firm as Bankruptcy Counsel ROOSEVELT INN: PICC Notes of Unresolved Issues in Plan SAN ANTONIO ASPHALT: Taps Heidi McLeod Law as Counsel SECURUS TECHNOLOGIES: DoubleLine OCF Marks $76,302 Loan at 28% Off SIO2 MEDICAL: To Seek Plan Confirmation on July 18 SKILLSOFT FINANCE: DoubleLine OCF Marks $150,322 Loan at 15% Off SORRENTO THERAPEUTICS: Committee Taps Greenberg Traurig as Counsel SOUND INPATIENT: DoubleLine OCF Marks $190,000 Loan at 31% Off SPECTRUM BRANDS: S&P Affirms 'B' ICR on Sale of Hardware Segment SPIN HOLDCO: MetWest Fund Marks $269,500 Loan at 16% Off STARRY INC: Names Moulle-Berteaux as CEO Prior to Chapter 11 Exit TRUECAR INC: Replaces Darrow as CEO as Restructuring Cuts 24% Staff TUESDAY MORNING: Court OKs Cash Collateral on Final Basis TWILIGHT HAVEN: Case Summary & 20 Largest Unsecured Creditors UNITED SAFETY: Case Summary & 20 Largest Unsecured Creditors WWEX UNI: DoubleLine OCF Marks $50,000 Loan at 15% Off [^] BOOK REVIEW: PANIC ON WALL STREET ********* 476 GATES REALTY: Taps Ephraim Diamond of Arbel Capital as CRO -------------------------------------------------------------- 476 Gates Realty, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Ephraim Diamond, a partner at Arbel Capital Advisors, LLC, as its chief restructuring officer. The Debtor requires a CRO to: (a) review the operations, business plans and financial projections of the Debtor in order to evaluate its strategic options; (b) assist in designing and implementing programs to manage or divest assets, improve operations, reduce costs, and restructure, as necessary, with the objective of rehabilitating or liquidating the Debtor's business; (c) assist, as necessary, the Debtor and its counsel in preparing required reporting; (d) assist the Debtor in evaluating potential claims among creditors, investors, principles and third parties; (e) assist the Debtor and its counsel in negotiations with creditors, investors or interested third parties regarding financing and use of cash collateral and, as applicable, evaluate the opportunity to realize value through the sale of select assets; (f) advise and assist the Debtor in forecasting, planning, controlling and other aspects of managing cash; (g) to the extent necessary, advise and assist management in the development of a plan of reorganization, disclosure documents and underlying business plans, including the related assumptions and rationale; (h) to the extent necessary, assist in any plan process under the Bankruptcy Code including negotiating with creditors, drafting the disclosure statement, soliciting votes and generally helping to administer the plan approval process; and (i) provide other financial or strategic advisory services. The CRO will be paid $5,000 per month for its restructuring services and $750 per diem for court appearances and official meetings of creditors. Mr. Diamond disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Mr. Diamond can be reached at: Ephraim Diamond Arbel Capital Partners, LLC 4 Waverly Place Lawrence, NY 11559 Tel: (516) 939-8901 Email: ephraim@arbelcapital.com About 476 Gates Realty 476 Gates Realty, LLC is engaged in activities related to real estate. The Debtor is the fee simple owner of a property located at 476 Gates Ave., Brooklyn, N.Y., valued at $4.1 million. 476 Gates Realty filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-40351) on Feb. 1, 2023, with $1 million and $10 million in both assets and liabilities. Theordore Feldheim, member, signed the petition. Judge Jil Mazer-Marino oversees the case. The Debtor tapped Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP as legal counsel, and Ephraim Diamond, a partner at Arbel Capital Advisors, LLC, as chief restructuring officer. 5 CARMAN COURT: Taps Bruce H. Kaplan P.C. as Legal Counsel ---------------------------------------------------------- 5 Carman Court, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Bruce H. Kaplan, P.C. to handle its Chapter 11 bankruptcy case. The firm will serve as counsel at no cost to the Debtor. It has not received compensation from the Debtor or its principal and has paid the filing fee of $1,738. As disclosed in court filings, Bruce H. Kaplan, P.C. is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Bruce H. Kaplan, Esq. Bruce H. Kaplan, P.C. 434 Hoffman Lane Hauppauge, NY 11788 Tel: (212) 639-9000 Email: brucehkaplan@gmail.com About 5 Carman Court 5 Carman Court, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-71955) on May 31, 2023, with $1 million to $10 million in both assets and liabilities. Judge Louis A. Scarcella oversees the case. Bruce H. Kaplan, P.C. is the Debtor's bankruptcy counsel. 511 SEAWARD LLC: Taps Golden Goodrich as Legal Counsel ------------------------------------------------------ 511 Seaward, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Golden Goodrich, LLP as counsel. The Debtor requires legal counsel to: 1. give advice with respect to the requirements and provisions of the Bankruptcy Code, Federal Rules of Bankruptcy Procedure, Local Bankruptcy Rules, U.S. Trustee Guidelines, and other applicable requirements which may affect the Debtor; 2. assist the Debtor in preparing and filing schedules and statement of financial affairs, complying with and fulfilling U.S. Trustee requirements, and preparing other documents as may be required after the initiation of a Chapter 11 case; 3. assist the Debtor in selling the Debtor's property; 4. assist the Debtor in employing a real estate broker to market and sell the property, and work with the broker to resolve any related issues; 5. assist the Debtor in negotiations with creditors and other parties-in-interest; 6. assist the Debtor in the preparation of a disclosure statement and formulation of a Chapter 11 plan; 7. prepare legal papers; 8. represent the Debtor in any proceeding or hearing in the main bankruptcy case where the rights of the estate or the Debtor may be litigated, or affected; and 9. provide other necessary legal services. The firm's hourly rates range from $250 to $750. David Goodrich, Esq., and Beth Gaschen, Esq., the attorneys expected to handle the case, charge $650 per hour and $600 per hour, respectively. Golden Goodrich received from the Debtor a retainer of $5,000. As disclosed in court filings, Golden Goodrich is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: David M. Goodrich, Esq. Beth E. Gaschen, Esq. Golden Goodrich, LLP 650 Town Center Drive, Suite 600 Costa Mesa, CA 92626 Tel: (714) 966-1000 Fax: (714) 966-1002 Email: dgoodrich@go2.law bgaschen@go2.law About 511 Seaward 511 Seaward, LLC is engaged in activities related to real estate. The company is based in Newport Beach, Calif. with as much as $1 million to $10 million in both assets and liabilities. Robert Montgomery as managing member, signed the petition. Golden Goodrich, LLP serves as the Debtor's legal counsel. ACJK INC.: Gets OK to Hire LJW as Tax Service Provider ------------------------------------------------------ ACJK, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Illinois to employ LJW Tax Service. The firm agreed to prepare the Debtor's 2022 corporate tax returns for a flat fee of $600 and provide bookkeeping services for a monthly fee of $150. As disclosed in court filings, LJW Tax Service is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Laura Dumonceaux LJW Tax Service 1506 Johnson Rd Granite City, IL 62040 Tel: (618) 876-2122 Email: Laura@ljwtaxservice.com About ACJK Inc. ACJK Inc. -- https://granitecity.medicap.com/ -- doing business as Medicap Pharmacy, is a local pharmacy that offers services such as immunizations, medication therapy management, multi-dose packaging, medication synchronization, important health screenings, and expert care. ACJK filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 23-30045) on January 30, 2023. In the petition filed by Mark Allen, manager, the Debtor reported $1 million to $10 million in both assets and liabilities. Judge Laura K. Grandy oversees the case. The Debtor tapped Michael J. Benson, Esq., at A Bankruptcy Law Firm, LLC as bankruptcy counsel; Jacobs Law Group, PC and Keith Short & Associates as litigation counsels; and LJW Tax Service as tax service provider. ADAMS 3 LLC: Secured Creditor Proposes Liquidating Plan ------------------------------------------------------- Dashco, Inc., filed a Chapter 11 Plan and a Disclosure Statement for debtor Adams 3 LLC. The Debtor filed a petition for relief under Section 301 of Title 11 of the United States Code on Nov. 1, 2022. At no time in the resulting case has the Debtor filed schedules or otherwise indicated what assets it may possess. Upon information and belief, however, the Debtor's sole assets, as of the Petition Date, were (i) the real property commonly known as 2406 18th Street, NW, Washington, DC 20009; 2408 18th Street, NW, Washington, DC 20009; and 2410 18th Street, NW, Washington, DC 20009, together with all improvements thereupon (the "Real Estate"); (ii) a de minimis amount of cash on hand; (iii) rights to collect unpaid rents; and (iv) certain other litigation rights. An auction was held in the Bankruptcy Court on May 10, 2023, whereby bids for the Real Estate were accepted and certain bidding procedures were approved. Dashco was the high bidder at the auction, shortly thereafter offering to acquire the Real Estate for $4,260,000, with $3,700,000 of said bid coming in the form of a credit bid premised upon a first position deed of trust held by Dashco. The Real Estate is believed to be worth $4,260,000, being the sum offered for the asset following a public auction preceded by diligent advertisement of the subject auction. The Trustee holds a de minimis amount of cash, being chiefly comprised of monies collected from rental revenues and obligations, with such sum believed to be less than $30,000.00 as of the date of this Disclosure Statement. The Plan provides for the Real Estate to be transferred to Dashco in exchange for $4,260,000 (the "Purchase Price"), with $3,700,000 of the purchase price being paid through partial retirement of debt owing to Dashco by the Debtor. The Purchase Price will be applied toward the payment of taxes and toward the payment of allowed administrative expenses of the Estate. It is not reasonably believed any monies, from the Purchase Price, will be available for the payment of general unsecured claims of creditors. The Plan further provides for the Trustee to pursue certain rent-centric claims against the District of Columbia, and for Maurice VerStandig -- Dashco's counsel of record -- to act as an "Estate Representative" and pursue the Litigation Rights for the benefit of creditors. The Plan calls for the Estate Representative to engage counsel (which may be the Estate Representative's own law firm) and for compensation to be on a contingent basis. It is reasonably estimated that any proceeds of the pursuit of the Litigation Rights will solely benefit Dashco. The Plan also provides for the Trustee to endeavor to collect unpaid consumer rental payments from the District of Columbia government. It is reasonably anticipated that any proceeds of the pursuit of these monies will solely benefit administrative claimants and/or Dashco. Class 2 – Allowed Unsecured Claims consist of all claims that are not secured claims, and is presently comprised of the Claim of 18th DC, LLC in the amount of $2,600,370. Class 2 will also include any unsecured deficiency owed to the Class 1 Claim of Dashco, Inc. It is anticipated this class will not be paid any monies under the Plan. The Plan is strictly liquidating in nature and is thusly feasible. Within 3 business days of the Effective Date, the Real Estate shall be transferred to Dashco or the designee of Dashco (with it being reasonably anticipated such designee will be Waterloo Rescue, LLC a Virginia limited liability company), free and clear of all lies, pursuant to the allowances of Section 363 of the Bankruptcy Code. The Trustee will continue to pursue certain claims, against the District of Columbia, for the payment of residential rental monies. The Estate Representative will pursue the Litigation Rights for the benefit of the Estate, with it being recognized such pursuit is likely to only benefit Dashco. Counsel for Dashco, Inc.: Maurice B. VerStandig, Esq. THE VERSTANDIG LAW FIRM, LLC 9812 Falls Road, #114-160 Potomac, MA 20854 Phone: (301) 444-4600 Facsimile: (301) 444-4600 E-mail: mac@mbvesq.com A copy of the Disclosure Statement dated June 9, 2023, is available at bit.ly/42Ky3zr from PacerMonitor.com. About Adams 3 Adams 3, LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.C. Case No. 22-00205) on Nov. 1, 2022, with between $1 million and $10 million in both assets and liabilities. Napoleon Ibiezugbe, Adams 3 officer, signed the petition. Judge Elizabeth L. Gunn oversees the case. Frank Morris, II, Esq., at the Law Office of Frank Morris, II and Comprehensive Business of Northern Virginia, LLC serve as the Debtor's legal counsel and accountant, respectively. Bradley D. Jones is the Chapter 11 trustee appointed in the Debtor's case. The trustee is represented by Odin, Feldman & Pittleman, P.C. ADJ PROPERTIES: To Seek Plan Confirmation on July 19 ---------------------------------------------------- Judge Thomas J. Tucker has entered an order granting preliminary approval ADJ Properties, LLC, et al.'s Disclosure Statement, subject to any timely objections to final approval that are filed under the Court's "Order Establishing Dates and Deadlines," previously entered. The deadline to return ballots on the Second Amended Plan, as well as to file objections to final approval of the Disclosure Statement and objections to confirmation of the Second Amended Plan, is July 10, 2023. No later than July 14, 2023, the Debtors must file a signed ballot summary indicating the ballot count under 11 U.S.C. Section 1126(c) & (d). The hearing on objections to final approval of the Disclosure Statement and confirmation of the Second Amended Plan will be held on July 19, 2023 at 11:00 a.m. 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. AETHON UNITED: Fitch Affirms LongTerm IDR at 'B', Outlook Stable ---------------------------------------------------------------- Fitch Ratings has affirmed Aethon United BR LP's (Aethon) Long-Term Issuer Default Rating (IDR) at 'B' and its senior unsecured notes at 'B+'/'RR3'. The Rating Outlook is Stable. Aethon's ratings reflect its vertically integrated unit economics, contiguous positions in the Haynesville, low leverage at 1.5x and generally positive FCF throughout the forecast period. The ratings also consider the company's Reserve Based Revolving Loan (RBL) reliance ahead of its 2025 maturity and overall profitability. KEY RATING DRIVERS Successful Shift to Positive FCF: Aethon was FCF neutral in 2021 and generated positive FCF in 2022. Fitch expects Aethon to be slightly FCF negative in 2023 before generating more consistent positive FCF thereafter. Fitch further expects Aethon to use the FCF to repay revolver borrowings. Low Leverage, but RBL Utilization Reliant: Fitch forecasts EBITDA leverage remaining at or below 1.5x throughout the forecast horizon. The company's RBL is down to 36% utilized as of Dec. 31, 2022 from 63% utilized in 2021 and matures in 2025, ahead of the unsecured bonds. Fitch expects positive FCF to be used to repay revolver borrowings. This should enable the company to extend the maturity of the revolver and maintain capital markets access such that Aethon can refinance the 2026 unsecured note at maturity. Differentiated by Hedging Commitment: Aethon's comprehensive hedging program demonstrating its commitment to cash flow visibility and conservatism is supportive of the credit profile. Fitch estimates that Aethon has hedged 84% (at $2.87/mcf), 70% (at $3.00/mcf), 37% (at $2.75/mcf), and 21% (at $2.70/mcf) of annual production in 2023 through 2026, respectively. The company targets hedging a majority of two-year forward development production, and continually layers hedges to cover the resulting proved developed producing production for up to six years. Many E&P peers have recently reduced their hedge programs to increase their relative exposure to high commodity prices, further differentiating Aethon's extensive program. Low-Cost Gas Production Profile: Aethon's largely contiguous two core positions in the Haynesville basin within Northwest Louisiana and East Texas are supported by the company's own treatment facilities and pipeline transportation investments. Established infrastructure in the Haynesville and the proximity to Henry Hub and growing liquified natural gas (LNG) demand destinations helps supports strong realized prices for their gas as well as reduces basis risk. Fitch expects Aethon to continue to develop and manage its inventory of Northwest Louisiana drilling locations, which are in the more established portion of the Haynesville and balance this with its East Texas acreage, which is in a more developing area of the Haynesville. Midstream and Marketing Integration: Aethon's vertical integration into midstream assets includes over 1,000 miles of pipe and more than 80,000HP of owned compression as well as nine amine treating facilities. Aethon's overall midstream and marketing integration helps support margins by providing an uplift to net revenue interest volumes. At 1Q23, the combined uplift from Midstream and Marketing Operations equated to $1.01/Mcfe. The midstream and marketing segments contributed more than half of the total EBITDA in 2022 as the high natural gas prices allowed for outsized marketing profitability. Fitch expects the results in the midstream and marketing segment to moderate in 2023 primarily due to an expected decline in in-basin differentials and Southeast region pricing. DERIVATION SUMMARY Aethon's rating of 'B'/Stable reflects its smaller size at 802 MMcfe/d production in 2022 relative to gas peers Ascent Resources Utica Holdings, LLC (B/Positive; 2,115MMcfe/d), Comstock Resources (B+/Stable; 1,372MMcfe/d), Encino Acquisition (B/Stable; 1,011 MMcfe/d), Gulfport Energy (B+/Stable; 1,009 MMcfe/d), and CNX Resources (BB+/Stable; 1,589MMcfe/d). Fitch estimates Aethon's cash netbacks of $5.34/Mcfe inclusive of the benefits from owning midstream and marketing assets that contributed $1.01/Mcfe to its netback are higher than peers. Peer netbacks range from $4.93/Mcf for Ascent, $5.15/Mcfe for Comstock, $5.10/Mcfe for Encino, $4.83/Mcfe for Gulfport and $5.07/Mcfe for CNX. Fitch forecasts Aethon's EBITDA leverage to be 1.5x at YE 2023, which is in line with other B-rated peers. Aethon United is a less consistent FCF generator than its peers with the exception of Aethon III BR LLC. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer: - Interest rates on floating rate debt based on SOFR curve (4.75% in 2023, 3.75% in 2024, 3% thereafter); - WTI (USD/bbl) of $80 in 2023, $70 in 2024, $60 in 2025 and $50 in 2026 and longer term; - Henry Hub natural gas (USD/mcf) of $3.50 in 2023, $3.50 in 2024, $3.00 in 2025, $2.75 in 2026 and longer term; - Total capex of approximately $765 million in 2023, dropping to $700 in 2024 and $650 thereafter; - Production growth of 9% in 2023, 4% in 2024 and 2% per annum thereafter; - FCF generation applied to revolver repayment; - RBL refinanced in 2025 under similar terms and 2026 senior notes maturity refinanced; - No shareholder distributions during forecast. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Realization of production and capital efficiencies resulting in successful shift to material and sustained positive FCF generation that further improves future liquidity and refinance prospects; - Demonstrated commitment to stated financial policy, including hedging program, resulting in durable maintenance of mid-cycle EBITDA leverage below 2.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Failure to realize expected production and capital efficiency gains resulting in lower than expected unit economics and/or negative FCF; - RBL utilization sustained over 70% or heightened refinancing risk ahead of RBL maturity; - Mid-cycle EBITDA leverage durably above 3.5x. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: At 12/31/22 the company had $641 million dollars of undrawn capacity on its $1 billion RBL and $63 million of cash on the balance sheet. Fitch forecasts modest negative FCF for 2023 followed by positive FCF thereafter which is expected to be used for RBL repayment. Aethon's debt consists of their RBL facility maturing in December 2025 and the $750 million senior unsecured notes due in February 2026. Extending the revolver beyond 2025 may be challenging without first (or simultaneously) extending the 2026 senior note maturity. KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that Aethon would be reorganized as a going-concern (GC) in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach: The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation (EV), which reflects the decline from current pricing levels to stressed levels and then a partial recovery coming out of a troughed pricing environment. An EV multiple of 3.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: - The historical bankruptcy case study exit multiples for peer companies ranged from 2.8x-7.0x, with an average of 5.2x and a median of 5.4x; - The multiple considers 2021 transaction in the Haynesville such as Southwestern Energy's acquisition of Indigo Natural resources at an approximated 3.85x forward multiple, Southwestern's acquisition of GEP Haynesville at a 2.9x forward multiple as well as Chesapeake's acquisition of Vine Energy at an approximate 4x multiple. - The GC EBITDA estimate benefits from Aethon's hedging program which partially hedges into 2026. Liquidation Approach: The liquidation estimate reflects Fitch's view of the value of balance sheet assets that can be realized in sale or liquidation processes conducted during a bankruptcy or insolvency proceeding and distributed to creditors. Fitch considers valuations such as SEC PV-10 and M&A transactions metrics for each basin including multiples for production per flowing barrel, proved reserves valuation, value per acre and value per drilling location. The revolver is senior to the senior unsecured bonds in the waterfall. The allocation of value in the liability waterfall results in recovery corresponding to 'RR3' for the senior unsecured notes. ISSUER PROFILE Aethon United BR LP (Aethon), is an independent exploration & production company focused primarily on the development of natural gas properties in North Louisiana and East Texas' Haynesville shale formation. With 802 MMcfe/d of dry gas production in 2022 and approximately 200,000 largely contiguous net acres split between East Texas and North Louisiana, Aethon is one of the largest private natural gas producers currently operating in the basin. 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 ----------- ------ -------- ----- Aethon United BR LP LT IDR B Affirmed B senior unsecured LT B+ Affirmed RR3 B+ ALAMO CITY HANDYMEN: Seeks to Hire Villa & White as Counsel ----------------------------------------------------------- Alamo City Handymen, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Villa & White, LLP as its legal counsel. The Debtor requires legal counsel to: (a) assist and advise the Debtor relative to its operations the overall administration of its Chapter 11 case; (b) represent the Debtor at hearings and communicate with its creditors regarding the matters heard and the issues raised, as well as the decisions and considerations of the court; (c) review and analyze operating reports, schedules, statements of affairs, and other documents; (d) assist the Debtor in preparing legal papers; (e) coordinate the receipt and dissemination of information prepared by and received from the Debtor and bankruptcy professionals; (f) confer with the professionals as may be selected and employed by any official committee; (g) assist the Debtor in its negotiations with creditors or court-appointed representatives or interested third parties concerning the terms, conditions, and import of a plan of reorganization and disclosure statement to be filed by the Debtor; (h) assist the Debtor with such services as may contribute or are related to the confirmation of a plan of reorganization; (i) assist the Debtor in its discussions and negotiations with others regarding the terms, conditions, and security for credit; (j) conduct examination of witnesses; and (k) assist the Debtor generally in performing other services. Morris White, III, Esq., the firm's attorney who will be handling the case, charges an hourly fee of $400. As disclosed in court filings, Villa & White does not hold an interest adverse to the Debtor's estate. Villa & White can be reached at: Morris E. White III, Esq. Villa & White, LLP 1100 NW Loop 410 #802 San Antonio, TX 78213 Phone: (210) 225-4500 Fax: (210) 212-4649 Email: treywhite@villawhite.com About Alamo City Handymen Alamo City Handymen, LLC, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 23-50506) on April 28, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Michael M. Parker oversees the case. Morris E. White III, Esq., at Villa & White, LLP, is the Debtor's legal counsel. ALL ACTION SECURITY: Unsecureds Owed $6.6M to Get 7.22% Under Plan ------------------------------------------------------------------ All Action Security Consulting Group, Inc., submitted a First Amended Chapter 11 Plan of Reorganization. John Ayam is the Chief Executive Officer and 50% shareholder of the Debtor. The Debtor believes that it has a steady and consistent steady stream of revenue from its client to fund its Plan. However, the Debtor's postpetition financial performance has been inconsistent pursuant to the filed MORs. As addressed in Section V.A., the Debtor believes that it has taken measures to right the ship and propose a feasible plan. Under the Plan, Class 5 General Unsecured Claims are impaired. The Debtor is a defendant in a class action entitled Ehsan Saheem v. All Action Security Consulting Group, Inc., Case No. 20STCV03007, whereby Mr. Saheem seeks payment of back wages, and other relief, for a class of employees ("Class Members") who worked for the Debtor from January 24, 2016 to present (the "Class Period"). In the present case, the Debtor estimates that general unsecured debts total approximately $6,668,903 – which includes the potential Class Members pursuant to the Class Settlement, and which excludes the Khanian claim, which was resolved by settlement. The Debtor will pay general unsecured creditors $481,312, on a pro rata basis; this is estimated to pay approximately 7.22% of each claim. The Debtor will fund the Plan from the operation of its business and the funds that it has/will have accumulated in its DIP bank accounts and declaration of John Ayam in support. Attorneys for Debtor All Action Security Consulting Group, Inc.: Roksana D. Moradi-Brovia, Esq. W. Sloan Youkstetter, Esq. RHM LAW LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Telephone: (818) 285-0100 Facsimile: (818) 855-7013 E-mail: roksana@RHMFirm.com sloan@RHMFirm.com A copy of the First Amended Chapter 11 Plan dated June 9, 2023, is available at bit.ly/42zfpe0 from PacerMonitor.com. About All Action Security Consulting All Action Security Consulting Group, Inc., is a service company and provides security guard services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-11429) on Dec. 12, 2022. In the petition signed by John Ayam, chief executive officer, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the case. Matthew D. Resnik, Esq., at RHM Law, LLP, is the Debtor's legal counsel. ALMONDE INC: DoubleLine OCF Marks $700,000 Loan at 19% Off ---------------------------------------------------------- DoubleLine Opportunistic Credit Fund has marked its $700,000 loan extended to Almonde, Inc to market at $568,274 or 81% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured Second Lien Term Loan (3 Month LIBOR USD + 7.25%, 1.00% Floor) to Almonde, Inc. The loan accrues interest at a rate of 12.8% per annum. The loan matures on June 16, 2025. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. ART OF MEDICINE: Taps Lansing Roy as Legal Counsel -------------------------------------------------- Art of Medicine, P.A. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Lansing Roy, P.A. as its legal counsel. The firm's services include: a. advising the Debtor of its rights and duties; b. preparing pleadings and other court papers related to this Chapter 11 case, including a plan of reorganization; c. evaluating potential causes of actions the Debtor may have against other parties and either representing the Debtor in those actions or coordinating with outside counsel on behalf of the Debtor; and d. taking all other necessary action incident to the proper administration of this case. The firm will be paid at these rates: Kevin B. Paysinger $350 per hour William B. McDaniel $325 per hour Paralegals $750 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The Debtor paid the firm a retainer of $22,000. William McDaniel, Esq., a partner at Lansing Roy, P.A., 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: Kevin B. Paysinger, Esq. William B. McDaniel, Esq. Lansing Roy, P.A. 1710 Shadowood Lane, Suite 210 Jacksonville, FL 32207 Tel: (904) 391-0030 About Art of Medicine Art of Medicine, P.A. is a Jacksonville, Fla.-based primary care and internal medicine health care provider serving approximately 2,500 patients under the care of its founder and owner, Dr. Eduardo Balbona. Art of Medicine filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01270) on June 1, 2023, with $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Aaron Cohen, Esq., has been appointed as Subchapter V trustee. Judge Jacob A. Brown oversees the case. William B. McDaniel, Esq., at Lansing Roy PA, represents the Debtor as legal counsel. ARTERA SERVICES: DoubleLine OCF Marks $500,000 Loan at 37% Off -------------------------------------------------------------- DoubleLine Opportunistic Credit Fund has marked its $500,000 loan extended to Artera Services, LLC to market at $316,000 or 63% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured Second Lien Term Loan (3 Month LIBOR USD + 7.25%, 1.00% Floor) to Artera Services, LLC. The loan accrues interest at a rate of 12.41% per annum. The loan matures on March 6, 2026. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. Artera Services, LLC provides utility line construction services. The Company offers installation, repair, and maintenance of gas and electric distribution lines, as well as civil excavation, feasibility studies, horizontal directional drilling, and pollution prevention planning services. ASP BLADE: MetWest Fund Marks $199,525 Loan at 16% Off ------------------------------------------------------ Metropolitan West Fund's Flexible Income Fund has marked its $199,525 loan extended to ASP Blade Holdings, Inc to market at $167,269 or 84% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in MetWest Fund's Form N-CSR for the fiscal year ended March 31, 2023, filed with the Securities and Exchange Commission. Flexible Income Fund is a participant in a First Lien Term Loan B (LIBOR plus 4%) to ASP Blade Holdings, Inc. The loan accrues interest at a rate of 8.94% per annum. The loan matures on October 16, 2028. The Metropolitan West Funds is an open-end management investment company organized as a Delaware statutory trust on December 9, 1996 and registered under the Investment Company Act of 1940, as amended. Metropolitan West Asset Management, LLC, a federally registered investment adviser, provides the Funds with investment management services. The Trust currently consists of 14 separate portfolios. ASP Blade Holdings, Inc. operates as Oregon Tool, Inc. and formerly known as Blount International, Inc. Oregon Tool, Inc., headquartered in Portland, Oregon, is a global manufacturer and distributor of professional-grade, consumable parts and attachments for use in forestry, agriculture, lawn and garden and other cutting applications. Platinum Equity, through its affiliates, is the owner of Oregon Tool. ASURION LLC: DoubleLine OCF Marks $110,000 Loan at 16% Off ---------------------------------------------------------- DoubleLine Opportunistic Credit Fund has marked its $110,000 loan extended to Asurion, LLC to market at $92,043 or 84% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 5.25%) to Asurion, LLC. The loan accrues interest at a rate of 10.8% per annum. The loan matures on January 31, 2028. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. Asurion, LLC is a privately held company based in Nashville, Tennessee, that provides insurance for smartphones, tablets, consumer electronics, appliances, satellite receivers and jewelry. ASURION LLC: DoubleLine OCF Marks $450,000 Loan at 17% Off ---------------------------------------------------------- DoubleLine Opportunistic Credit Fund has marked its $110,000 loan extended to Asurion, LLC to market at $373,725 or 83% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 5.25%) to Asurion, LLC. The loan accrues interest at a rate of 10.8% per annum. The loan matures on January 19, 2029. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. Asurion, LLC is a privately held company based in Nashville, Tennessee, that provides insurance for smartphones, tablets, consumer electronics, appliances, satellite receivers and jewelry. ATLANTIC ACCEPTANCE: Unable to File Plan, Seeks Case Dismissal -------------------------------------------------------------- Unable to file a confirmable plan, Atlantic Acceptance Corp. has filed a motion to dismiss its Chapter 11 case. The Debtor has reviewed financials documents, books and records. The Debtor has also been attempting to negotiate a sale of its business to settle with Agora. However, during this process, the Debtor is not able to fund or produce a confirmable Plan in order to survive the Plan confirmation process that will be supported by its creditors. As of the Petition, AAC's books have not recorded a positive entry and its business operations have ceased, which shows that ACC no longer has the financial means to support a confirmable Chapter 11 (Subchapter V), Plan of Reorganization. On Schedule B-11, of the bankruptcy schedules AAC lists three non-debtor (assets) as account receivables that mainly belong to these secured creditors; (i) WALT, LLC, with claim of ($5,800,000); (ii) AGORATRADE, LLC with a claim of ($280,000); and (iii) Westlake Financial with claim of ($390,000) (collectively the "Secured Creditors"). These Secured Creditors, already have a pending federal lawsuit and can seek to administer its interests outside or, to be administered without incurring any further financial obligations to the AAC Estate. AAC is also defending three adversaries' which derive from the Debtor's bankruptcy Schedule B-11 (account receivables) and the ownership interests of secured creditors are as follows: (a) REBB-Elation Auto Sales, LLC, Case No. 23-01038-MAM; (b) One Stop Automotive Repairs LLC, Case No. 23-01039-MAM; and (c) Walt Auto Loan Trust, AGORATRADE, LLC, AGORATRADE LLC as Trust Manager and Beneficiary of the Walter Auto Loan Trust, AGORA Data, Inc., and WALT, LLC, Case No. 23-01117-MAM. AAC does not have the financial means to reorganize. Thus, the Debtor requests a dismissal of the Chapter case. In addition, Agora has filed an objection to Debtor's discharge (even through a corporate debtor does not get discharged). Pursuant to AAC's filed Monthly Operating Reports for February, March and April, 2023 states the same bank balance $3,000, as on the Petition Date. AAC's bar date was May 1, 2023, and so far 29 proofs of claims have been filed with a total secured and unsecured claim amount of $46,400,249, as reflected on the court registry. The defense of these adversaries has derailed AAC's financial future and inability to find a buyer and plans to continue its business operation as a reorganized company. Therefore, Debtor AAC requests that this case be dismissed due the lack of funding of this non-income producing entity. The dismissal of this Chapter 11, is the only options is to request for a dismissal, since AAC won't be able to file a confirmable Plan of Reorganization. About Atlantic Acceptance Corp. Atlantic Acceptance Corp. provides financing exclusively for Lee Auto Malls Two Used Car. Atlantic Acceptance Corp. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-11339) on Feb. 20, 2023. In the petition filed by Ryan Allen Rochefort, as managing member, the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. The Debtor is represented by: Joe M. Grant, Esq. LORIUM LAW 197 S. Federal Highway, Suite 200 Boca Raton, FL 33432 Tel: (561) 361-1000 E-mail: jgrant@loriumlaw.com ATLAS PURCHASER: DoubleLine OCF Marks $456,863 Loan at 30% Off -------------------------------------------------------------- DoubleLine Opportunistic Credit Fund has marked its $456,863 loan extended to Atlas Purchaser, Inc to market at $317,853 or 36% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured First Lien Term Loan (3 Month LIBOR USD + 5.25%, 0.75% Floor) to Atlas Purchaser, Inc. The loan accrues interest at a rate of 10.39% per annum. The loan matures on May 8, 2028. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. Atlas Purchaser, Inc., which does business as Alvaria, Inc., acquired the assets of Aspect Software in a leveraged buyout in 2021. Aspect is a provider of call center software and solutions. AUBSP OWNERCO: Unsecureds be Paid in Full in 5-Year Plan -------------------------------------------------------- Aubsp Ownerco 8, LLC and Aubsp Ownerco 9, LLC submitted a Joint Chapter 11 Plan of Reorganization and a Disclosure Statement. The Debtors will continue to exist after the Effective Date as limited liability companies under applicable law in the jurisdiction in which the Debtors are organized, with all rights attendant thereto, and all of the Debtors' assets shall vest back in the Debtors post-Confirmation. The Debtors will pursue all Causes of Action and available assets to fund the Plan and will apply such recoveries to payment of Allowed Claims and operating expenses. To the extent the Debtors are successful in recovering the Properties through their Causes of Action, they will sell or refinance the Properties and use the proceeds to fund Allowed Claims under the Plan. The Debtors shall have eight (8) months following the later of a Final Order transferring the Properties to the Debtors or a Final Order granting an Allowed Claim to Class 2 or 3 creditors, as applicable to the Fairview Property or Overland Property, to effectuate the sale or refinance for purposes of paying a respective Class 2 or 3 Allowed Claim (the "Class 2 or 3 Allowed Claim Payment Date"). Class 2 and Class 3 shall be paid on or before the Class 2 or 3 Allowed Claim Payment Date. If a sale or refinancing of either of the Properties is completed before there is a Final Order allowing or disallowing a Class 2 or 3 claim, then funds for such Disputed Claim shall be reserved, at closing of such sale or refinancing, from the sale or refinancing for such Disputed Claim. To the extent not previously granted before Confirmation, to facilitate the Plan, the Debtors will seek Court approval to proceed with the Fraudulent Transfer Claim within the Fraudulent Transfer Adversary Proceeding and the Rents Dispute (defined in the Plan) to expedite recovery of the Properties and Rents, or a determination that recovery of such Properties and Rents is not possible. As such, to the maximum extent applicable and available, the Debtors will use all available proceeds from Causes of Action and any other Properties or assets to make distributions to Allowed Claimants as soon as practicable. The Affiliate Plan Sponsor will fund the Debtors' post-petition operating expenses including but not limited to litigation costs, Administrative Claims, Ordinary Course Administrative Claims and payment of Class 1 Administrative Convenience Claims, and then to the extent needed, up to $2,000,000 as a subrogated advance on payments of Allowed Claims in Classes 4 and 5 under the Plan, if and to the extent the Plan Proceeds are not sufficient to do so (the "Affiliate Plan Sponsor Contribution") at the five-year anniversary of the Effective Date. The Affiliate Plan Sponsor Contribution will be reduced (or refunded by the Debtors) by any Distributions made on Allowed Claims from the Plan Proceeds. Sabella will guarantee all of the Affiliate Plan Sponsor's obligations under the Affiliate Plan Sponsor Contribution as set forth above. In its sole discretion, the Affiliate Plan Sponsor reserves the right to contribute or cause to be contributed, but is not required to contribute, the real property located at 1375 Rocking West Drive, Bishop, CA (the "Bishop Property") or proceeds thereof, as the Affiliate Plan Sponsor deems necessary and appropriate. If the Bishop Property, opposed to its proceeds, are contributed to the Plan Proceeds, the Debtors may seek to sell the Bishop Property pursuant to this Plan free and clear of liens, claims and encumbrances. The Debtors' Causes of Action will not be impacted, nor will they expire (to the extent any applicable statues of limitations have not run) by the passage of the end of the Plan term or payment of any subrogation advance on any Allowed Claim, if such payment is made before the Causes of Action have been fully liquidated and Claims remain unpaid. The Debtors believe that this Plan maximizes recovery to the Debtors and will pay all Allowed Claims in full and as such, is in the best interest of all creditors. During the term of the Plan, not to exceed 5 years, to the extent the Affiliate Plan Sponsor Contribution is utilized to pay Allowed Claims, the Affiliate Plan Sponsor shall be subrogated the rights of any Claimant up to the amount of such Allowed Claim. Notwithstanding the subrogation rights or payments on Allowed Claims, no claims will be released, waived, or dismissed by the passage of time or occurrence of such payments. In other words, to the extent the Affiliate Plan Sponsor Contribution is utilized to pay an Allowed Claim, such Allowed Claim shall not be extinguished and the Affiliate Plan Sponsor shall step into the shoes of that Claimant to the full amount of such claim, regardless of whether such Claimant elects to be treated within Class 1. Under the Plan, Class 4 Allowed General Unsecured Claims (excluding TJV) are impaired. Except to the extent that the Holder of an Allowed Class 4 Claim agrees to less favorable treatment, or properly elects treatment as a Class 1 Claimant, holders of Allowed Class 4 Claims shall receive, on account of their Allowed Class 4 Claims, as soon as practicable following their Allowance, to the extent Plan Proceeds are available, their pro rata share of the remainder of Plan Proceeds following payment of all Allowed Class 1, Class 2, Class 3 Claims, on or before the 60th full month following the Effective Date. To the extent Plan Proceeds from these recoveries are not sufficient such that the Causes of Action have not recovered $2,000,000 or more on or prior to the 60th month of the Plan, the Affiliate Plan Sponsor will contribute the Affiliate Plan Sponsor Contribution up to $2,000,000 to pay Allowed Class 4 Claims and the Affiliate Plan Sponsor shall subrogate to the right of the Allowed Class 4 Claims so paid. The Debtors estimate that Class 4 Allowed General Unsecured Claims will be paid in full. Counsel for the Debtors: Thomas M. Messana, Esq. Scott A. Underwood, Esq. Megan W. Murray, Esq. Adam Gilbert, Esq. UNDERWOOD MURRAY, P.A. 100 N. Tampa St., Suite 2325 Tampa, FL 33602 Tel: (813) 540-8401 Fax: (813) 553-5345 E-mail: tmessana@underwoodmurray.com sunderwood@underwoodmurray.com mmurray@underwoodmurray.com agilbert@underwoodmurray.com A copy of the Disclosure Statement dated June 9, 2023, is available at bit.ly/3CqDwRB from PacerMonitor.com. About AUBSP Ownerco AUBSP Ownerco 8, LLC, formerly known as RA2 Boise-Fairview, LLC, and AUBSP Ownerco 9, LLC, formerly known as RA2 Boise-Overland, LLC, filed petitions for Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 22-18613) on Nov. 4, 2022. In the petitions signed by Richard Sabella, authorized agent, the Debtors disclosed up to $10 million in both assets and liabilities. The Debtors tapped Thomas M. Messana, Esq., at Underwood Murray, P.A. as bankruptcy counsel; and Stoel Rives, LLP and Cross & Simon, LLC as special counsel. AULT ALLIANCE: Declares Monthly Cash Dividend of $0.2708333 Apiece ------------------------------------------------------------------ Ault Alliance, Inc. announced that its Board of Directors has declared a monthly cash dividend of $0.2708333 per share of the Company's outstanding 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock. The record date for this dividend is June 30, 2023, and the payment date is July 10, 2023. Link to NYSE quote for the Company's 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock: https://www.nyse.com/quote/XASE:AULTpD About Ault Alliance Inc. Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, Ault Alliance owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including oil exploration, crane services, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, Ault Alliance extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance's headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.Ault.com. Ault Alliance reported a net loss of $189.83 million for the year ended Dec. 31, 2022, compared to a net loss of $23.04 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $526.91 million in total assets, $336.56 million in total liabilities, and $190.34 million in total stockholders' equity. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has a working capital deficiency, has incurred net losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AVEANNA HEALTHCARE: DoubleLine OCF Marks $825,000 Loan at 37% Off ----------------------------------------------------------------- DoubleLine Opportunistic Credit Fund has marked its $825,000 loan extended to Aveanna Healthcare LLC to market at $515,000 or 63% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 7.00%, 0.50% Floor) to Aveanna Healthcare LLC. The loan accrues interest at a rate of 11.95% per annum. The loan matures on December 10, 2029. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. Aveanna Healthcare LLC provides health care services. The Company offers pediatric skilled nursing, therapy, autism, enteral nutrition, and adult services. AVEANNA HEALTHCARE: MetWest Fund Marks $265,000 Loan at 15% Off --------------------------------------------------------------- Metropolitan West Fund's Flexible Income Fund has marked its $265,153 loan extended to Aveanna Healthcare LLC to market at $226,421 or 85% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in MetWest Fund's Form N-CSR for the Fiscal year ended March 31, 2023, filed with the Securities and Exchange Commission. Flexible Income Fund is a participant in a First Lien Term Loan B (SOFR plus 3.75%) to Aveanna Healthcare LLC. The loan accrues interest at a rate of 8.70% per annum. The loan matures on July 17, 2028. The Metropolitan West Funds is an open-end management investment company organized as a Delaware statutory trust on December 9, 1996 and registered under the Investment Company Act of 1940, as amended. Metropolitan West Asset Management, LLC, a federally registered investment adviser, provides the Funds with investment management services. The Trust currently consists of 14 separate portfolios. Aveanna Healthcare LLC provides health care services. The Company offers pediatric skilled nursing, therapy, autism, enteral nutrition, and adult services. Bankrupt Bed Bath & Beyond Gets Approval For $240M DIP By Emily Lev ------------------------------------------------------------------- Emily Lever of Law360 reports that a New Jersey bankruptcy judge on June 14, 2023, gave final approval for retailer Bed Bath & Beyond to receive $240 million in debtor-in-possession financing, including $40 million of new money, from Sixth Street Specialty Lending Inc. and affiliates. About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operates under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. At its peak, Bed Bath & Beyond operated the largest home furnishing retailer in the United States with over 970 stores across all 50 states, consistently at the forefront of major home and bath trends. Operating stores spanning the United States, Canada, Mexico, and Puerto Rico, Bed Bath & Beyond offers everything from bed linens to cookware to electric appliances, home organization, baby care, and more. Bed Bath & Beyond closed over 430 locations across the United States and Canada before filing chapter 11 cases, implementing full scale winddowns of their Canadian business and the Harmon branded stores. Left with 360 Bed Bath & Beyond and 120 buybuy BABY stores, Bed Bath & Beyond Inc. and 73 affiliated debtors on April 23, 2023, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code to pursue a wind down of operations. The cases are pending before the Honorable Vincent F. Papalia and have requested joint administration of the cases under Bankr. D.N.J. Lead Case No. 23-13359. Kirkland & Ellis LLP and Cole Schotz P.C. are serving as legal counsel, Lazard Frares & Co. LLC is serving as investment banker, and AlixPartners LLP is serving as financial advisor. Bed Bath & Beyond Inc. has retained Hilco Merchant Resources LLC to assist with inventory sales. Kroll LLC is the claims agent. BANQ INC: Prime Trust Unit Files for Chapter 11 ----------------------------------------------- Sam Reynolds of Coin Desk reports thatBanq, a subsidiary of embattled crypto custodian Prime Trust, has filed for bankruptcy in a U.S. bankruptcy court in the district of Nevada. In the bankruptcy filing, the company cited approximately $17.72 million in assets against $5.4 million in liabilities. This comes as Banq's parent, Prime Trust, works to close an acquisition deal with BitGo after facing a financial crisis as a result of the Celsius bankruptcy. Meanwhile, TrueUSD, which has a banking relationship with Banq's parent Prime Trust, said that its pause in stablecoin mints and redemptions has to do with "Prime Trust's bandwidth issues." South Korean crypto yield firm Haru Invest also engaged in an operational pause citing difficulties with an unnamed service provider, which is thought to be Banq or Prime Trust. Banq's Internal Issues The company also notes in its filing that $17.5 million in assets were taken in an "unauthorized transfer" by former officers consisting of trade secrets, as well as proprietary information and technology, to Fortress NFT Group. Fortress NFT Group was founded by Banq's former CEO, CTO, and CPO. Banq has sued Fortress for allegedly stealing trade secret information to launch rival NFT platforms Fortress NFT and Planet NFT. It further alleges they engaged in fraudulent activities to cover up their misconduct. Banq said in a suit against the trio that Scott Purcell, its former CEO, attempted to pivot Banq towards NFTs. Facing pushback from its board and shareholders, Purcell founded Fortress NFT and then sold Banq's computers, intellectual property, and corporate infrastructure to the new company. "Their theft of Banq's corporate assets even included taking the company's seat licenses for Las Vegas Raiders' games at Allegiant Stadium, all without Board approval or knowledge. Specifically, Defendant Purcell transferred the seat licenses owned by Banq to himself," the suit reads. In early 2023 a Judge ordered the case to go to arbitration as Purcell and the other defendants in the case signed arbitration clauses. About Banq Inc. Banq Inc. is a developer of digital payment, banking and crypto systems. Banq is a subsidiary of embattled crypto custodian Prime Trust. Banq Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No.: 23-12378) on June 13, 2023. In the petition filed by Joshua Sroge, as CEO, the Debtor reports total assets of $17,725,914 and total liabilities of $5,451,447. Bart Larsen, Esq. of SHEA LARSEN PC is the Debtor's counsel. Diamond McCarthy LLP is the special counsel. BED BATH & BEYOND: Court OKs $240MM DIP Loan from Sixth Street -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Bed Bath & Beyond Inc. and its debtor-affiliates to use cash collateral and obtain postpetition financing, on a final basis. Sixth Street Specialty Lending, Inc. serves as the administrative agent under the DIP Credit Agreement. The Debtors and the DIP Lenders agreed upon the terms of a senior secured postpetition financing on a superpriority basis consisting of (1) a new money single draw term loan facility consisting of up to $40 million, and (2) a roll-up of Prepetition FILO Secured Obligations in the amount of $200 million. The Debtors are required to comply with several milestones including: (a) On the Petition Date, the Debtors will have filed (i) motions in form and substance satisfactory to the DIP Agent requesting approval from the Bankruptcy Court to (a) continue going out of business sales at all retail locations, and (b) assume their prepetition Letter Agreement dated as of September 11, 2020 and Letter Agreement dated as of March 2, 2021 with Hilco Merchant Resources, LLC, and (ii) a motion seeking approval of a Bidding Procedures Order, which motion will be in form and substance reasonably acceptable to the Required DIP Lenders. (b) On or before three days after the Petition Date, the Bankruptcy Court will have entered the Interim Order and the Cash Management Order; and (c) On or before seven days after the Petition Date, the Court will have entered an order in form and substance reasonably acceptable to the Required DIP Lenders, approving the bidding and auction procedures with respect to the sale by the Debtors of any, all or substantially all of the Debtors' assets. The Debtors and certain of their affiliates are borrowers under a prepetition Amended and Restated Credit Agreement, with (a) JPMorgan Chase Bank, N.A., as administrative agent (subject to and in accordance with the terms of the Prepetition Credit Agreement, Sixth Street Specialty Lending was appointed successor Prepetition Administrative Agent); (b) Sixth Street Specialty Lending, as FILO Agent; (c) the Revolving Lenders; and (d) the FILO Term Loan Lenders. The Prepetition Facility provided the Debtors with, among other things, Revolving Commitments of up to $300 million, and the FILO Term Loan in the aggregate principal amount of $475 million. As of the Petition Date, the aggregate outstanding principal amount of Revolving Loans was not less than $80 million and the aggregate principal amount of issued and outstanding Letters of Credit was not less than $102 million. The aggregate outstanding principal amount of FILO Term Loans was not less than $547.1 million. The Debtors will use the proceeds of the DIP Facility to, among other things: (a) provide working capital for the Debtors; (b) finance interest, fees, expenses, and other costs related to the DIP Facility; (c) make payments in respect of the Carve-Out and the Reserves; (d) satisfy any adequate protection obligations owed under the DIP Orders; and (e) make permissible payments, including, but not limited to, honoring employee wages and benefits and procuring goods and services, all in accordance with a budget agreed to by the Debtors and the DIP Lenders. The Prepetition Secured Parties are granted a variety of adequate protection to protect against the postpetition diminution in value of the cash collateral resulting from the use, sale, or lease of the cash collateral by the Debtors and the imposition of the automatic stay, including: (a) Prepetition FILO AP Liens Subject to the Carve-Out, as adequate protection of the interests of the Prepetition FILO Secured Parties in the Prepetition Collateral, the Debtors grant to the Prepetition FILO Agent, for the benefit of itself and the Prepetition FILO Secured Parties, (i) continuing, valid, binding, enforceable, and perfected postpetition security interests in and senior liens on Postpetition FILO Priority Collateral, and (ii) continuing, valid, binding, enforceable, and perfected postpetition security interests in and junior liens on Postpetition ABL Priority Collateral. (b) Prepetition ABL Superpriority Claim Subject and subordinate to the Carve-Out, as further adequate protection of the interests of the Prepetition FILO Secured Parties in the Prepetition Collateral, to the extent of any Diminution in Value of such interests in the Prepetition FILO Priority Collateral, the Prepetition FILO Agent, is granted, an allowed superpriority administrative expense claim in each of the Chapter 11 Cases and any Successor Cases. (c) Prepetition FILO Superpriority Claim Subject and subordinate to the Carve-Out, as further adequate protection of the interests of the Prepetition FILO Secured Parties in the Prepetition Collateral, the Prepetition FILO Agent, is granted an allowed superpriority administrative expense claim in each of the Chapter 11 Cases and any Successor Cases. A copy of the order is available at https://urlcurt.com/u?l=dbEVeq from PacerMonitor.com. About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operates under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. At its peak, Bed Bath & Beyond operated the largest home furnishing retailer in the United States with over 970 stores across all 50 states, consistently at the forefront of major home and bath trends. Operating stores spanning the United States, Canada, Mexico, and Puerto Rico, Bed Bath & Beyond offers everything from bed linens to cookware to electric appliances, home organization, baby care, and more. Bed Bath & Beyond closed over 430 locations across the United States and Canada before filing chapter 11 cases, implementing full scale winddowns of their Canadian business and the Harmon branded stores. Left with 360 Bed Bath & Beyond and 120 buybuy BABY stores, Bed Bath & Beyond Inc. and 73 affiliated debtors on April 23, 2023, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-13359) to pursue a wind down of operations. The cases are pending before the Honorable Vincent F. Papalia. Kirkland & Ellis LLP and Cole Schotz P.C. are serving as legal counsel, Lazard Frares & Co. LLC is serving as investment banker, and AlixPartners LLP is serving as financial advisor. Bed Bath & Beyond Inc. has retained Hilco Merchant Resources LLC to assist with inventory sales. Kroll LLC is the claims agent. BLUE DIAMOND: Seeks to Hire Sheehan & Ramsey as Legal Counsel ------------------------------------------------------------- Blue Diamond Energy, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Sheehan & Ramsey, PLLC as their legal counsel. The Debtors require legal counsel to: (a) consult with any appointed committee concerning the administration of the Debtors' Chapter 11 cases; (b) investigate the acts, conduct, assets, liabilities, and financial condition of the Debtors and other matters relevant to the cases; (c) formulate a Chapter 11 plan; and (d) prepare legal papers and reports necessary in the bankruptcy cases. Sheehan & Ramsey will be paid at these rates: Patrick A. Sheehan $350 per hour Associate Attorneys $250 per hour Paralegals $125 per hour Patrick Sheehan, Esq., an attorney at Sheehan & Ramsey, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Patrick A. Sheehan, Esq. Sheehan & Ramsey, PLLC 492 Porter Avenue Ocean Springs, MS 39564 Telephone: (228) 875-0572 Facsimile: (228) 875-0895 Email: Pat@sheehanramsey.com About Blue Diamond Energy Blue Diamond Energy, Inc. and affiliates, Escambia Operating Co., LLC and Escambia Asset Company, LLC, filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Lead Case No. 23-50490) on April 3, 2023. In its petition, Blue Diamond reported $10 million to $50 million in both assets and liabilities. Thomas Swarek, president of Blue Diamond, signed the petition. Judge Jamie A. Wilson oversees the case. The Debtors tapped Steve Wright Mullins, Sr., Esq. at Mullins Law Firm and Sheehan & Ramsey, PLLC as bankruptcy counsels; and Matthews, Cutrer & Lindsay, P.A. as accountant. CENTERPOINT RADIATION: Cash Collateral Access OK'd Thru June 30 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized CenterPoint Radiation Oncology, LLC and CenterPoint Radiation Oncology, Inc. to use cash collateral on an interim basis through the close of business on June 30, 2023 in accordance with the Budget. The Debtors are permitted to use cash collateral in accordance with the Budget not to exceed $212,733 in the aggregate, with authority to deviate from the line items contained in the Budget by not more than 10%, on a cumulative and line-item basis. These expenses will not be paid from cash collateral on account of the expenses representing prepetition debts: (a) $1,500 to California Franchise Board (1st); (b) $1,500 to California Franchise Board (2nd); (c) $1,500 to Andersen Door Service; (d) $800 to Millennium UPS; (e) $180 to JP Carpet Cleaning; (f) $600 to UBEO; and, furthermore, the Debtor is authorized to spend an additional sum of up to $800 to purchase a new printer-copier-fax machine. The Debtors will not use any cash collateral to pay insider compensation until the Debtors comply with the procedures applicable to insider compensation under Local Bankruptcy Rule 2014-1(a); notwithstanding the foregoing, the UHC EE Health Benefits expense line item for $5,800 includes some health benefits for an insider, but which is impossible to separate out from the non-insider benefits payment, and, accordingly, that amount attributable to the insider will not be deemed to be a violation of the Order. As adequate protection for the use of cash collateral, First-Citizens Bank & Trust Company and McKesson Corporation will have replacement liens against the Debtors' post-petition assets (other than avoidance action powers and recoveries under 11 U.S.C. sections 544-551), with such replacement liens to have the same validity, priority, and extent as the prepetition liens held by them prepetition. FCB and McKesson Corporation will have super-priority administrative claims pursuant to 11 U.S.C. section 507(b), to the extent of any diminution on the value of their collateral post-petition. 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=gb6Rph from PacerMonitor.com. About CenterPoint Radiation CenterPoint Radiation Oncology, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-13448) on June 2, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Dr. Rosalyn Morrell, member, signed the petition. Judge Sheri Bluebond oversees the case. Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Golubchik, LLP is the Debtor's counsel. CENTEX REI: Seeks to Hire Villa & White as Legal Counsel -------------------------------------------------------- CenTex REI, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Villa & White, LLP as its legal counsel. The Debtor requires legal counsel to: (a) assist and advise the Debtor relative to its operations the overall administration of its Chapter 11 case; (b) represent the Debtor at hearings and communicate with its creditors regarding the matters heard and the issues raised, as well as the decisions and considerations of the court; (c) review and analyze operating reports, schedules, statements of affairs, and other documents; (d) assist the Debtor in preparing legal papers; (e) coordinate the receipt and dissemination of information prepared by and received from the Debtor and bankruptcy professionals; (f) confer with the professionals as may be selected and employed by any official committee; (g) assist the Debtor in its negotiations with creditors or court-appointed representatives or interested third parties concerning the terms, conditions, and import of a plan of reorganization and disclosure statement to be filed by the Debtor; (h) assist the Debtor with such services as may contribute or are related to the confirmation of a plan of reorganization; (i) assist the Debtor in its discussions and negotiations with others regarding the terms, conditions, and security for credit; (j) conduct examination of witnesses; and (k) assist the Debtor generally in performing other services. Morris White, III, Esq., the firm's attorney who will be handling the case, charges an hourly fee of $400. As disclosed in court filings, Villa & White does not hold an interest adverse to the Debtor's estate. Villa & White can be reached at: Morris E. White III, Esq. Villa & White, LLP 1100 NW Loop 410 #802 San Antonio, TX 78213 Phone: (210) 225-4500 Fax: (210) 212-4649 Email: treywhite@villawhite.com About CenTex REI Centex REI, LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 23-50371) on April 3, 2023, with $1 million to $10 million in both assets and liabilities. Judge Michael M. Parker oversees the case. Morris E. White III, Esq., at Villa & White, LLP is the Debtor's legal counsel. CENTURYLINK INC: MetWest Fund Marks $5,219 1L Loan at 34% Off ------------------------------------------------------------- Metropolitan West Fund's Flexible Income Fund has marked its $5,219 loan extended to CenturyLink, Inc to market at $3,467 or 66% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in MetWest Fund's Form N-CSR for the Fiscal year ended March 31, 2023, filed with the Securities and Exchange Commission. Flexible Income Fund is a participant in a First Lien Term Loan B (SOFR plus 2.36%) to CenturyLink, Inc. The loan accrues interest at a rate of 7.17% per annum. The loan matures on March 15, 2027. The Metropolitan West Funds is an open-end management investment company organized as a Delaware statutory trust on December 9, 1996 and registered under the Investment Company Act of 1940, as amended. Metropolitan West Asset Management, LLC, a federally registered investment adviser, provides the Funds with investment management services. The Trust currently consists of 14 separate portfolios. CenturyLink, Inc., headquartered in Monroe, Louisiana, is an integrated communications company that provides an array of communications services to residential, business, governmental and wholesale customers. CHASE CUSTOM: Taps Purdy Powers & Company as Accountant ------------------------------------------------------- Chase Custom Homes & Finance, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maine to employ Purdy Powers & Company as its accountant. The firm's services include: (a) preparation and filing of state and federal tax returns, including 2022 income tax returns and all necessary services relating thereto; (b) tax analysis and advice on asset sales and other tax matters that may arise relating to the Debtor's reorganization; and (c) preparation, revision and reconciliation of financial statements for the Debtor, including the Debtor's balance sheet and other financial statements that may be necessary for or relevant to the Debtor's reorganization and Chapter 11 case. Purdy Powers & Company will be paid at these rates: Marc Powers $395 per hour Other Professionals $160 to $250 per hour The firm received from the Debtor a retainer of $20,000. As disclosed in court filings, Purdy Powers & Company is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Marc Powers, CPA, CVA Purdy Powers & Company 130 Middle Street Portland, ME 04101 Tel: (207) 775-3496 Fax: (207) 775-0176 Email: mpowers@purdypowers.com About Chase Custom Homes & Finance Chase Custom Homes & Finance, Inc. -- https://cchfi.com -- specializes in new home construction, home renovations and remodeling in Portland, Maine. Chase Custom Homes & Finance filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No. 23-20032) on Feb. 16, 2023. In the petition filed by Terina Chase as authorized party, the Debtor reported between $10 million and $50 million in both assets and liabilities. Judge Michael A. Fagone oversees the case. The Debtor tapped Bernstein Shur Sawyer & Nelson as legal counsel; Purdy, Powers & Company, P.A. as accountant; and Windsor Associates, LLC as financial advisor. The U.S. Trustee for Region 1 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Marcus Clegg. CHIEF CORNERSTONE: Seeks Approval of Disclosure Statement --------------------------------------------------------- Chief Cornerstone Builders, LLC, filed a motion for the entry of an order approving the disclosure statement, prescribing the form and manner of notice thereof, fixing the last day for filing objections to the Plan, scheduling a hearing to consider the confirmation of the Plan. A hearing is scheduled for Aug. 1, 2023, at 9:30 a.m. The Debtor believes the Disclosure Statement contains adequate information for holders of claims and interests eligible to vote to make an informed decision regarding the Plan, including a discussion of, among other things: (i) detailed information concerning the classification and treatment of claims and interests under the Plan; (ii) detailed information with respect to the voting and confirmation processes associated with the Plan; (iii) the organization and activities of the Debtor; (iv) a summary of the Plan; (v) the means for implementation of the Plan; (vi) procedures for disputed claims; (vii) procedures for assumption or rejection of executory contracts; (viii) conditions precedent to confirmation and the effective date of the Plan and the Effective Date; (ix) the effect of confirmation of the Plan; (x) the feasibility of the Plan; (xi) certain tax consequences of the Plan; and (xii) alternatives to the Plan, including an analysis of the liquidation of the Debtors under chapter 7 of the Bankruptcy Code. The Disclosure Statement therefore, contains adequate information, as required by section 1125(a) of the Bankruptcy Code, to enable each holder of a claim in the Voting Classes to make an informed on whether to accept or reject the Plan. A copy of the Disclosure Statement filed June 12, 2023, is available at: https://www.pacermonitor.com/case/48163765/CHIEF_CORNERSTONE_BUILDERS_LLC/49 Attorneys for the Debtor: David J. Winterton, Esq. DAVID J. WINTERTON & ASSOCIATES, LTD. 7881 W. Charleston Blvd., Suite 220 Las Vegas, NV 89117 Tel: (702) 363-0317 Fax: (702) 363-1630 E-mail: david@davidwinterton.com About Chief Cornerstone Builders Chief Cornerstone Builders, LLC, a Las Vegas-based company, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 23-11008) on March 16, 2023, with $1,079,800 in assets and $885,000 in liabilities. Edward Burr has been appointed as Subchapter V trustee. Judge Natalie M. Cox oversees the case. The Debtor is represented by David J. Winterton & Assoc., Ltd. CINEWORLD FINANCE: MetWest Fund Marks $122,000 1L Loan at 84% Off ----------------------------------------------------------------- Metropolitan West Fund's Flexible Income Fund has marked its $122,619 loan extended to Cineworld Finance U.S. Inc to market at $19,351 or 16% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in MetWest Fund's Form N-CSR for the fiscal year ended March 31, 2023, filed with the Securities and Exchange Commission. Flexible Income Fund is a participant in a First Lien Term Loan B (LIBOR plus 1.50%) to Finance U.S. Inc. The loan accrues interest at a rate of 9.50% per annum. The loan matures on February 28, 2025. The Metropolitan West Funds is an open-end management investment company organized as a Delaware statutory trust on December 9, 1996 and registered under the Investment Company Act of 1940, as amended. Metropolitan West Asset Management, LLC, a federally registered investment adviser, provides the Funds with investment management services. The Trust currently consists of 14 separate portfolios. About Cineworld Group London-based Cineworld Group PLC was founded in 1995 and is the world's second-largest cinema chain. Cineworld operates 751 sites with 9,000 screens in 10 countries, including the Cineworld and Picturehouse screens in the UK and Ireland, Yes Planet in Israel, and Regal Cinemas in the United States. According to The Guardian, the Griedinger family, including Mooky's brother and deputy chief executive, Israel, have struggled to maintain control of the ailing business but have been forced to reduce their stake from 28% in recent years. Cineworld's top five investors include the Chinese Jangho Group (13.8%), Polaris Capital Management (7.82%), Aberdeen Standard Investments (4.98%) and Aviva Investors (4.88%). The London-listed Cineworld, which has run up debt of more than $4.8 billion after losses soared during the pandemic, is pinning its hopes on a meatier slate of movies in 2022 to bounce back from a two-year lull. Cineworld Group plc and 104 affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 22-90168) on Sept. 7, 2022, estimating more than $1 billion in assets and debt. Judge Marvin Isgur oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as bankruptcy counsels; PJT Partners, LP as investment banker; AlixPartners, LLP as restructuring advisor; and Ernst & Young, LLP as tax services provider. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Sept. 23, 2022. The committee tapped Weil, Gotshal & Manges, LLP and Pachulski Stang Ziehl & Jones, LLP as legal counsels; FTI Consulting, Inc., as financial advisor; and Perella Weinberg Partners, LP as investment banker. CINEWORLD GROUP: Court Asked to Reconsider Denial of Equity Panel ------------------------------------------------------------------ The ad hoc group of non-insider shareholders of Cineworld Group plc asked the U.S. Bankruptcy Court for the Southern District of Texas to reconsider its order denying the appointment of an equity committee in the company's Chapter 11 case. The Court denied the appointment of an equity committee at the June 16 evidentiary hearing, with the caveat that it would reconsider such denial if the ad hoc group presented a proposal from a Daubert-qualified, global valuation consultant. Stephen Sather, Esq., at Barron & Newburger, P.C., said the ad hoc group has already submitted to the Court a proposal from Interpath Advisory, a global valuation firm, containing the firm's valuation and restructuring credentials in relation to the proposed restructuring of Cineworld. "As a result, the group believes that it has met the court's requirements for reconsideration and appointment of an official equity committee," said the ad hoc group's attorney. On June 12, the ad hoc group filed a motion to direct the U.S. Trustee for Region 7, which oversees Cineworld's bankruptcy, to appoint an official committee of non-insider shareholders. In its motion, the ad hoc group challenged the perceived insolvency of Cineworld by citing the company's performance in 2021 during which the company earned as much as $1.8 billion in total revenue, a 112% increase from the 2020 total revenue of $852.3 million. The ad hoc group also accused the company of withholding the release of its official 2022 financial results to conceal "what is likely a significantly improved and encouraging set of financial results." Cineworld and the official unsecured creditors' committee opposed the appointment, saying the ad hoc group failed to provide evidence showing that there is a possibility of recovery for equity holders, and that the interests of equity holders are already adequately represented in the company's bankruptcy. The ad hoc group is represented by: Stephen W. Sather, Esq. Paul J. Hammer, Esq. Charles Murnane, Esq. Barron & Newburger, P.C. 7320 N. Mopac Expy, Suite 400 Austin, TX 78731 Phone: (512) 649-3243 Fax: (512) 476-9253 About Cineworld Group London-based Cineworld Group PLC was founded in 1995 and is the world's second-largest cinema chain. Cineworld operates 751 sites with 9,000 screens in 10 countries, including the Cineworld and Picturehouse screens in the UK and Ireland, Yes Planet in Israel, and Regal Cinemas in the United States. According to The Guardian, the Griedinger family, including Mooky's brother and deputy chief executive, Israel, have struggled to maintain control of the ailing business but have been forced to reduce their stake from 28% in recent years. Cineworld's top five investors include the Chinese Jangho Group at 13.8%, Polaris Capital Management (7.82%), Aberdeen Standard Investments (4.98%) and Aviva Investors (4.88%). The London-listed Cineworld, which has run up debt of more than $4.8 billion after losses soared during the pandemic, is pinning its hopes on a meatier slate of movies in 2022 to bounce back from a two-year lull. Cineworld Group plc and 104 affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 22-90168) on Sept. 7, 2022, estimating more than $1 billion in assets and debt. Judge Marvin Isgur oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as bankruptcy counsels; PJT Partners, LP as investment banker; AlixPartners, LLP as restructuring advisor; and Ernst & Young, LLP as tax services provider. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Sept. 23, 2022. The committee tapped Weil, Gotshal & Manges, LLP and Pachulski Stang Ziehl & Jones, LLP as legal counsels; FTI Consulting, Inc. as financial advisor; and Perella Weinberg Partners, LP as investment banker. CINEWORLD GROUP: PI Claimant Has Objection to Plan -------------------------------------------------- Mary A. Scinta, creditor and party in interest, filed a limited objection to confirmation of the Second Amended Joint Chapter 11 Plan of Reorganization of Cineworld Group plc and its Debtor Subsidiaries. Ms. Scinta filed a proof of claim in the amount of $425,000.00, on September 23, 2022 against Debtor Regal Cinemas, Inc., based on personal injury tort claims for damages, plus attorneys' fees and expenses as allowed by applicable law. Ms. Scinta's claims were pending at the time of the bankruptcy filing in the case titled Mary A. Scinta, Plaintiff, v. Regal Cinemas, Inc. d/b/a Regal Entertainment Group and a/k/a Regal Transit Center Stadium 18 & IMAX, Index No.: 816134/2020, pending in the New York Supreme Court, Erie County (the "New York Lawsuit"). Ms. Scinta's claim is unliquidated and she believes there is applicable insurance that covers her claim, which the Debtor has indicated has a self-insured retention amount ("SIR") of $400,000 per occurrence. The Plan does not provide any information to Ms. Scinta about what happens if the Litigation Trustee does not consent to the treatment in Article VII, Section M, paragraph 2. Due to the extension of the stay as to the SIR deductible, it appears Ms. Scinta would be stayed indefinitely from liquidating her claim and seeking satisfaction of her claim from applicable insurance. In addition, even if the Litigation Trustee consents, it is unclear whether the Court must still enter an order lifting the stay to allow the liquidation of the claim against applicable insurance in the pending Federal Court Lawsuit, and whether the gatekeeping functions apply to Ms. Scinta's personal injury tort claims which arise solely under state law. Further, since the Litigation Trust Agreement is not provided in the Plan Supplement filed on June 6, 2023 with the Court, Ms. Scinta cannot determine whether the Litigation Trust Agreement would address these concerns. Ms. Scinta objects to confirmation of the Plan under 11 U.S.C. Section (a)(1) for lack of adequate disclosure on these issues that are material to Ms. Scinta. If the Litigation Trustee does not consent, there is no vehicle provided for Ms. Scinta to liquidate her claim in her pending New York Lawsuit and seek satisfaction from applicable insurance. The Plan and Disclosure Statement must be amended to provide that the Litigation Trustee agrees to the provisions of Article VII for liquidation of claims for which insurance with a SIR is applicable and there is no need to lift the stay. Alternatively, in the event the Litigating Trustee does not consent, Ms. Scinta (and others similarly situated) should not be foreclosed from seeking relief from the stay in order to liquidate her claim to judgment in the pending New York Court Lawsuit and collect against any applicable insurance. Further, clarification of the Court's gate keeping function during this process is needed so Ms. Scinta's ability to liquidate her claim pursuant to applicable non-bankruptcy law will not be impeded. To the extent the Plan attempts to prejudice Ms. Scinta's ability to liquidate her claim to judgment and collect against any applicable insurance in the New York Lawsuit indefinitely, the Plan may violate 11 U.S.C. Section 1129(a)(3). Counsel for Mary A. Scinta: Richard N. Thompson, Esq. SIMON PLC ATTORNEYS & COUNSELORS 2002 Timberloch Place, Suite 200 The Woodlands, TX 77380-1182 Tel: (214) 890-4085 Direct: (281) 681-3001 Fax: (281) 681-3016 E-mail: rthompson@simonattys.com About Cineworld Group London-based Cineworld Group PLC was founded in 1995 and is the world's second-largest cinema chain. Cineworld operates 751 sites with 9,000 screens in 10 countries, including the Cineworld and Picturehouse screens in the UK and Ireland, Yes Planet in Israel, and Regal Cinemas in the United States. According to The Guardian, the Griedinger family, including Mooky's brother and deputy chief executive, Israel, have struggled to maintain control of the ailing business but have been forced to reduce their stake from 28% in recent years. Cineworld's top five investors include the Chinese Jangho Group (13.8%), Polaris Capital Management (7.82%), Aberdeen Standard Investments (4.98%) and Aviva Investors (4.88%). The London-listed Cineworld, which has run up debt of more than $4.8 billion after losses soared during the pandemic, is pinning its hopes on a meatier slate of movies in 2022 to bounce back from a two-year lull. Cineworld Group plc and 104 affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 22-90168) on Sept. 7, 2022, estimating more than $1 billion in assets and debt. Judge Marvin Isgur oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as bankruptcy counsels; PJT Partners, LP as investment banker; AlixPartners, LLP as restructuring advisor; and Ernst & Young, LLP as tax services provider. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Sept. 23, 2022. The committee tapped Weil, Gotshal & Manges, LLP and Pachulski Stang Ziehl & Jones, LLP as legal counsels; FTI Consulting, Inc., as financial advisor; and Perella Weinberg Partners, LP as investment banker. CONTEMPORARY MANAGEMENT: Seeks Cash Collateral Access ----------------------------------------------------- Contemporary Management Services, LLC and affiliates ask the U.S. Bankruptcy Court for the Southern District of New York for authority to use cash collateral and provide adequate protection. The Debtors combined, and under agreements with third party dentists, operate a management business specializing in the manufacturing of dental implants. In furtherance of the Debtors' business and in response to the COVID-19 pandemic, in or around June 2020, the U.S. Small Business Administration, the Debtors' senior secured lender, provided the Debtors with EIDL loans under $150,000 each, and holds a lien on substantially all the Debtors' assets. Overall, the Debtors do not make clinical decisions for patient care, but rather work with independent contractor dentists who operate under their own professional organizations. Typical dental implant cases for these dentists have a duration of 3 to 5 months. Those dentists have a legal obligation to complete their work in progress. Patients typically pay a bundle fee up front for the contemplated care at the outset of their arrangement with the medical providers. The Debtors require the use of the SBA's and other junior creditors' cash collateral on a continued basis to pay ordinary operating expenses relating to their business, including among other things, payroll, taxes and payments to ordinary course service providers and vendors. The Debtors' chapter 11 filings were precipitated in large part by the Covid-19 crisis, forcing a complete and later partial cessation of their operations for a substantial amount of time, then further exacerbated by several onerous agreements with merchant cash advance lenders. Prior to the Petition Date, in or around June 2020 and in response to the Covid-19 Pandemic, the Debtors obtained various EIDL loans with the SBA, whereby the SBA loaned the principal sum of approximately $149,000 to CMS, Dale D. Goldschlag, D.D.S., P.C., and Total Dental Implant Solutions LLC which obligation was secured pursuant to, inter alia, various security agreements executed sometime in or around June 2020 as well. The SBA's security interest in the cash collateral was perfected pursuant to a UCC-1 Financing Statement filed on CMS on May 28, 2020, on Refined on June 29, 2020, on DDG PC on June 18, 2020, and on Total Dental on June 11, 2020. As of the Petition Date, the Debtors owe the SBA not less than the amount of $149,000 plus interest, costs, fees, attorneys' fees and other charges pursuant to the Loan Documents which continue to accrue. The Debtors acknowledge on behalf of themselves and not on behalf of any creditors or other parties in interest that on November 9, 2022, DDG PC entered into a financing and security agreement with Celtic Bank Corporation. Despite a UCC-1 search conducted on DDG PC, it is unclear if Celtic ever perfected its security interest in the Debtors. Multiple merchant cash advance lenders and Celtic who the Debtors made further agreements with, filed their own UCC-1 financing statements on the Debtors. However, the Debtors do not believe the liens of the merchant cash advance lenders and Celtic are valid and/or perfected and/or constitute an interest in cash collateral. As adequate protection, the SBA will be granted a valid, perfected and enforceable post-petition replacement lien on and security interest in all assets of the Debtors and the proceeds thereof in the continuing order and priority that existed as of the Petition Date and without a determination as to the nature, extent, and validity of such liens, and subject to: (i) United States Trustee fees pursuant to 28 U.S.C. Section 1930, together with interest, if any, pursuant to 31 U.S.C. Section 3717 and any Clerk's filing fees; (ii) the fees of Chapter 11 professionals to the extent allowed pursuant to 11 U.S.C. Section 330 or 331; and (iii) the fees and commissions of a hypothetical Chapter 7 trustee in an amount not to exceed $10,000. The Replacement Liens will not attach to or be enforceable against any avoidance powers, actions and any proceeds thereof held by the Debtors or any trustee for the Debtors, including those pursuant to the avoidance powers set forth in sections 544, 547, 548, and 550. In addition to the Replacement Liens granted to the SBA, the Debtors will grant replacement liens to the Other Secured Parties and any other party who filed prior to the Petition Date a UCC-1 financing statement against the Debtors with the Secretary Of the State of New York, with such Replacement Liens to continue in the same order and priority that existed as of the Petition Date without determination as to the nature, extent, priority and validity of same, and will not attach or be enforceable against any avoidance actions. As additional adequate protection for the Debtors' use of cash collateral, the SBA will be granted a superpriority administrative claim, to the extent of any post-Petition Date diminution in value of its Collateral arising from the Debtors' use of the cash collateral. A copy of the motion is available at https://urlcurt.com/u?l=nAve7h from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=Lgup35 from PacerMonitor.com. The Debtor projects, total disbursements, on a weekly basis as follows: $103,771 for the week ending June 25, 2023; $103,771 for the week ending July 2, 2023; $103,771 for the week ending July 9, 2023; $103,771 for the week ending July 16, 2023; $103,771 for the week ending July 23, 2023; and $103,771 for the week ending July 30, 2023. About Contemporary Management Services, LLC Contemporary Management Services, LLC is a management company that provides management services to certain affiliated entities, Dale D. Goldschlag D.D.S. P.C. and various non-debtor entities, including Manhattan Dental Implant Solutions P.C. CMS manages the back-office, non-doctor staff, call centers, equipment and other supplies, scheduling of patients, marketing and all of the non-clinical work of the dental practices. DDG PC, which operates under the trade name Contemporary Dental Implant Centre, is a professional corporation through which a New York based dental practice is operated. Refined Dental Laboratory LLC fabricated the crowns used by the professional corporations when servicing patients. It owns certain inventory and finances certain equipment all presently housed at the laboratory facility in Valley Stream, NY. Total Dental Implant Solutions LLC, which did business as Genicore, is a medical device company specializing in dental implants. CDIC Holdings, LLC is a real estate entity and exists as the counterparty to a majority of the leases from which each dental office operates. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-22459) on June 15, 2023. In the petition signed by Dale Goldschlag, manager, the Debtor disclosed $4,444 in assets and $781,268 in liabilities. Judge Sean H. Lane oversees the case. Robert L. Rattet, Esq., and Jonathan S. Pasternak, Esq., at Davidoff Hutcher and Citron, LLP, represent the Debtors as legal counsel. CUSTOM TRUCK: All Three Proposals Passed at Annual Meeting ---------------------------------------------------------- At the Annual Meeting, stockholders of Custom Truck One Source, Inc.: (1) elected Paul Bader, Rahman D'Argenio, Mark D. Ein, and David Glatt as Class A directors to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified; (2) approved the Third Amended and Restated Certificate of Incorporation; and (3) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year ending Dec. 31, 2023. The amendment and restatement of the Restated Certificate of Incorporation of the Company reflects director voting rights consistent with the Company's Amended and Restated Stockholders' Agreement, which also provides greater flexibility for the Board to change its size or composition without impacting the voting control of Platinum Equity Advisors, LLC's director designees in certain circumstances. About Custom Truck Custom Truck One Source, Inc. (formerly known as Nesco Holdings, Inc.) is a provider of specialty equipment, parts, tools, accessories and services to the electric utility transmission and distribution, telecommunications and rail markets in North America. CTOS offers its specialized equipment to a diverse customer base for the maintenance, repair, upgrade and installation of critical infrastructure assets, including electric lines, telecommunications networks and rail systems. The Company's coast-to-coast rental fleet of more than 9,600 units includes aerial devices, boom trucks, cranes, digger derricks, pressure drills, stringing gear, hi-rail equipment, repair parts, tools and accessories. For more information, please visit investors.customtruck.com. Custom Truck reported a net loss of $181.50 million for the year ended Dec. 31, 2021, a net loss of $21.28 million for the year ended Dec. 31, 2020, a net loss of $27.05 million for the year ended Dec. 31, 2019, a net loss of $15.53 million for the year ended Dec. 31, 2018, and a net loss of $27.10 million for the year ended Dec. 31, 2017. As of Dec. 31, 2021, the Company had $2.68 billion in total assets, $440.58 million in total current liabilities, $1.38 billion in total long-term liabilities, and $858.51 million in total stockholders' equity. * * * This concludes the Troubled Company Reporter's coverage of Custom Truck until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. CUSTOM TRUCK: Bryan Kelln Quits as Director; Replacement Named -------------------------------------------------------------- Upon conclusion of the annual meeting of stockholders of Custom Truck One Source, Inc., Bryan Kelln notified the Company of his decision to resign as a director from its Board of Directors, effective immediately. Mr. Kelln advised the Company that his decision was not because of any disagreement with the Company, its management or the Board on any matter, whether related to the Company's operations, policies, practices or otherwise. On June 19, 2023, the Board elected Ryan McMonagle, the chief executive officer of the Company, as a Class C director, to serve until the Company's 2025 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier death, resignation, disqualification or removal. In connection with Mr. McMonagle's appointment as the chief executive officer, the Company and Mr. McMonagle entered into an amended and restated employment agreement, dated Dec. 7, 2022. Pursuant to the McMonagle Employment Agreement, as soon as reasonably practicable following the effective date of the McMonagle Employment Agreement, Mr. McMonagle will be appointed as a member of the Board and, following expiration of Mr. McMonagle's term on the Board, the Company will continue to nominate him for election to the Board while he remains chief executive officer. Mr. McMonagle will not receive any fees for his service on the Board. About Custom Truck Custom Truck One Source, Inc. (formerly known as Nesco Holdings, Inc.) is a provider of specialty equipment, parts, tools, accessories and services to the electric utility transmission and distribution, telecommunications and rail markets in North America. CTOS offers its specialized equipment to a diverse customer base for the maintenance, repair, upgrade and installation of critical infrastructure assets, including electric lines, telecommunications networks and rail systems. The Company's coast-to-coast rental fleet of more than 9,600 units includes aerial devices, boom trucks, cranes, digger derricks, pressure drills, stringing gear, hi-rail equipment, repair parts, tools and accessories. For more information, please visit investors.customtruck.com. Custom Truck reported a net loss of $181.50 million for the year ended Dec. 31, 2021, a net loss of $21.28 million for the year ended Dec. 31, 2020, a net loss of $27.05 million for the year ended Dec. 31, 2019, a net loss of $15.53 million for the year ended Dec. 31, 2018, and a net loss of $27.10 million for the year ended Dec. 31, 2017. As of Dec. 31, 2021, the Company had $2.68 billion in total assets, $440.58 million in total current liabilities, $1.38 billion in total long-term liabilities, and $858.51 million in total stockholders' equity. * * * This concludes the Troubled Company Reporter's coverage of Custom Truck until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. DIAMANTE ENTERPRISES: Hits Chapter 11 Bankruptcy Protection ----------------------------------------------------------- Diamante Enterprises LLC filed for chapter 11 protection in the Southern District of Florida. The Debtor is into real estate investing, specifically, rehabbing and reselling. The Debtor now operates from the principal's home at 16672 Botaniko Drive S, Weston, Florida 33326-1075. The Debtor said that a pending foreclosure on investment property prompted the Chapter 11 filing. The name of and amounts owed to secured creditors and a description and estimated value of all collateral of the Debtor securing their claims: * 2943 W. Master Street, Philadelphia PA – Value $235,446 Lienholder: Gelt Financial LLC – Owed $236,450 * 2941 W. Master Street, Philadelphia PA – Value $151,775 Lienholder: Fay Servicing/Commercial Lending – Owed $250,000 * 1344 N 26th Street, Philadelphia PA – Value $258,169 Lienholder: D&P Private Lending – Owed $229,000 The total amount of unsecured claims against the Debtor is $603,500. The petition states that funds will not be available to unsecured creditors. About Diamante Enterprises Based in Weston, Florida, Diamante Enterprises LLC is into real estate investing, specifically, rehabbing and reselling. Diamante Enterprises LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14383) on June 5, 2023. In the petition filed by Danielle Parker, as president, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. The Debtor is represented by: Chad T Van Horn, Esq. PO Box 268104 Weston, FL 33326-8104 DIGITAL MEDIA: Receives Notice of Redemption From Stockholders -------------------------------------------------------------- Digital Media Solutions, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it received on June 15, 2023, notice from the holders of all of the Company's outstanding Series A Convertible Redeemable Preferred Stock that each holder has elected to have the Company redeem for cash the Series A Preferred Stock held by such holder pursuant to Section 9(b) of the Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock of the Company. Section 9(b) of the Series A Certificate of Designation gives holders of Series A Preferred Stock the right to require the Corporation to redeem for cash the Series A Preferred Stock for cash at any time on or after June 15, 2023 at the "Corporation's Mandatory Redemption Price" (as such term is defined in the Series A Certificate of Designation). As of June 15, 2023, the aggregate Corporation's Mandatory Redemption Price for all of the outstanding Series A Preferred Stock was approximately $9.3 million. On June 16, 2023, the board of directors of the Company determined that the Company is not currently legally permitted under applicable Delaware law to effect a redemption for cash of any Series A Preferred Stock. About Digital Media Headquartered in Clearwater, Florida, Digital Media Solutions, Inc. (NYSE: DMS) -- https://digitalmediasolutions.com -- is a provider of data-driven, technology-enabled digital performance advertising solutions connecting consumers and advertisers within the auto, home, health, and life insurance, plus a long list of top consumer verticals. The DMS first-party data asset, proprietary advertising technology, significant proprietary media distribution, and data-driven processes help digital advertising clients de-risk their advertising spend while scaling their customer bases. Digital Media reported a net loss of $52.50 million for the year ended Dec. 31, 2022. As of March 31, 2023, the Company had $238.81 million in total assets, $337.08 million in total liabilities, $4.99 million in preferred stock, and a total deficit of $103.27 million. Digital Media received notice from the New York Stock Exchange on March 30, 2023, indicating that the Company is not in compliance with NYSE's continued listing standards because the average closing price of the Company's common stock was less than $1.00 over a consecutive 30 trading-day period. * * * As reported by the TCR on Dec. 16, 2022, S&P Global Ratings lowered its issuer credit rating on Digital Media Solutions Inc. (DMS) to 'CCC+' from 'B-'. S&P said, "We view DMS' capital structure as unsustainable absent sustainable increases in its EBITDA and FOCF. We do not expect that the company will significantly improve its credit metrics until 2024. DMS is dependent on improvements in macroeconomic conditions and insurance carrier profitability to support increased ad spending on its platform and additional sales through its independent insurance agents." DIGITAL MEDIA: Warrants Delisted From NYSE ------------------------------------------ Digital Media Solutions, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission it received notice from the staff of NYSE Regulation of the New York Stock Exchange, indicating that the Staff has determined to commence proceedings to delist the Company's warrants, each whole warrant exercisable for one share of the Company's Class A common stock, par value $0.0001 per share, at an exercise price of $11.50 per share, and listed to trade on the NYSE under the symbol "DMS WS", from the NYSE and that trading in the Warrants on the NYSE would be suspended immediately. The Staff has determined that the Warrants are no longer suitable for listing on the NYSE based on "abnormally low" price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual. Trading in the Company's Class A Common Stock and units on the NYSE will continue. About Digital Media Headquartered in Clearwater, Florida, Digital Media Solutions, Inc. (NYSE: DMS) -- https://digitalmediasolutions.com -- is a provider of data-driven, technology-enabled digital performance advertising solutions connecting consumers and advertisers within the auto, home, health, and life insurance, plus a long list of top consumer verticals. The DMS first-party data asset, proprietary advertising technology, significant proprietary media distribution, and data-driven processes help digital advertising clients de-risk their advertising spend while scaling their customer bases. Digital Media reported a net loss of $52.50 million for the year ended Dec. 31, 2022. As of March 31, 2023, the Company had $238.81 million in total assets, $337.08 million in total liabilities, $4.99 million in preferred stock, and a total deficit of $103.27 million. Digital Media received notice from the New York Stock Exchange on March 30, 2023, indicating that the Company is not in compliance with NYSE's continued listing standards because the average closing price of the Company's common stock was less than $1.00 over a consecutive 30 trading-day period. * * * As reported by the TCR on Dec. 16, 2022, S&P Global Ratings lowered its issuer credit rating on Digital Media Solutions Inc. (DMS) to 'CCC+' from 'B-'. S&P said, "We view DMS' capital structure as unsustainable absent sustainable increases in its EBITDA and FOCF. We do not expect that the company will significantly improve its credit metrics until 2024. DMS is dependent on improvements in macroeconomic conditions and insurance carrier profitability to support increased ad spending on its platform and additional sales through its independent insurance agents." E.R. BAKEY INC: Taps Springer Larsen Greene as Legal Counsel ------------------------------------------------------------ E.R. Bakey, Inc. received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Springer Larsen Greene, LLC as counsel. The Debtor requires legal counsel to: (a) consult with the Debtor concerning its powers and duties, the continued operation of its business and management of the financial and legal affairs of its estate; (b) consult with the Debtor and with other professionals concerning the negotiation, preparation and prosecution of a Chapter 11 plan and disclosure statement; (c) confer and negotiate with creditors and other parties in interest concerning the Debtor's financial affairs and property, Chapter 11 plans, claims, liens, and other aspects of the Debtor's Chapter 11 case; (d) appear in court and prepare legal papers; and (e) provide other necessary legal services. The firm will be paid at these rates: Richard G. Larsen, Esq. $455 per hour Joshua D. Greene, Esq. $455 per hour Thomas E. Springer, Esq. $465 per hour The Debtor paid $10,000 to the law firm as a retainer fee. Richard Larsen, Esq., a partner at Springer Larsen Greene, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Richard Larsen, Esq. Springer Larsen Greene, LLC 300 S. County Farm Road, Suite, Suite G Wheaton, IL 60187 Tel: 630-510-0000 Email: rlarsen@springerbrown.com About E.R. Bakey E.R. Bakey, Inc. is a subcontractor involved in material hauling for road projects involving the Illinois toll way system. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-06297) on May 12, 2023. In the petition signed by Eric Bakey, president, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Jacqueline Cox oversees the case. Richard G. Larsen, Esq., at SpringerLarsenGreene, LLC, represents the Debtor as legal counsel. EAST BROADWAY MALL: Bank Says UST's Objections Addressed -------------------------------------------------------- Bank of Hope, f/k/a BBCN Bank, a secured creditor of the chapter 11 estate of East Broadway Mall, says the information provided in its Disclosure Statement1 and proposed Plan was extensive and more than sufficient to meet the requirements of the Bankruptcy Code. Nevertheless, in response to the objections made by the U.S. Trustee, BOH will revise the Disclosure Statement and Plan, and will file before the hearing on the Disclosure Statement Approval Motion amended documents with blacklines reflecting the changes. BOH believes it will be able to work through the majority of the UST's concerns and provide revisions of the Disclosure Statement and Plan with which the UST will be satisfied. To the extent BOH and the UST cannot reach an agreement, BOH respectfully requests that the UST objection be overruled Bank of Hope does not believe a revision is necessary with respect to references to the Effective Date of the Agreement, which upon review of all Disclosure Statement and Plan documents, is consistent with and equivalent to the Effective Date of the Plan. Although the Term Sheet includes a definition of the Effective Date of the Agreement between Bank of Hope, the City, and Broadway East Group, LLC ("BEG"), the Plan includes a definition of the Effective Date of the Plan. The Plan definition makes reference to the conditions set forth in Article IX before the Effective Date can occur. The definitions in each of the Term Sheet and Plan are not inconsistent with each other; moreover, where the UST has pointed out that the Disclosure Statement and Term Sheet refer to the BOH Payment taking place on the "Agreement Effective Date", the Plan states that the BOH Payment will be made on the "Effective Date". Nevertheless, to the extent that revisions may improve the clarity and consistency of the documents, BOH will propose such language prior to the Hearing The UST points out that the reference in the Disclosure Statement to shared administrative expenses does not align precisely with the language of the Term Sheet, at least with respect to the City's agreement to share in such expenses. Although BOH filed the pending Motion, it has worked closely with the City on the selection of a successful bid and the preparation of these documents, including the City's review of and incorporation of final comments into the Motion papers just prior to filing. Further, the joinder the City filed with respect to BOH's objections to the UST's conversion motion and the Debtor's motion seeking approval of the plan and disclosure statement confirm BOH's understanding that the City has agreed to accept responsibility for paying 1/3 of the administration expenses payable under the Plan. To the extent the Court deems it necessary, BOH can provide additional documentation reflecting the City's commitment in this regard as part of the Plan Supplement. BOH disagrees with the UST with respect to the information provided in the Plan documents. Information regarding the timing of payments, including to Debtor and its creditors, has been provided therein, to the extent it was available as of that time. As such dates become clearer, they will be provided in a Plan Supplement. In addition, while perhaps not explicit, the Term Sheet indicates that the operative date for the beginning of the New Lease is the Effective Date. Notwithstanding the UST's assertions, BOH is not seeking to circumvent the Bankruptcy Code by including as part of the settlement and sale transactions reflected in the Plan an agreement by BOH, the City, and BEG to reimburse BOH for a portion of certain legal fees and expenses BOH has and will incur to propose and implement the Plan. As reflected in the Plan and Disclosure Statement, the agreement to share responsibility for such legal fees and expenses will have no impact upon the Debtor or its estate given that the amount of fees paid will have no impact upon the recovery to any creditor other than BOH and the City. In fact, any recovery available to other creditors will be carved out of the recovery that would otherwise be payable to BOH and the City. For these reasons, there is no basis for requiring BOH or its attorneys to file a motion for substantial contribution under 11 U.S.C. 503(b). Instead, the reasonableness of the provision can be evaluated as part of the Court's decision whether to approve the Plan. Notwithstanding the foregoing, BOH shall include an estimate of its fees and expenses to be paid under the Plan in the Plan Supplement. It is inaccurate for the UST to assert that it is impossible to currently assess the feasibility of the Plan. The current Plan documents incorporate edits in response to the UST's objections to earlier iterations of these documents. BOH has included all documents and information that it had available as of the filing of the Motion, and all outstanding information will be provided in conformance with the Bankruptcy Code. The terms of the New Lease are being finalized and will be included with the Plan Supplement if not provided to the Court sooner. The parties are also finalizing an escrow agreement related to the $1,000,000 deposit that has recently been paid by BEG. The UST also previously objected to the Exculpation Clause as overly broad. In its response at that time, BOH explained that "the [earlier iteration of the] Plan already makes clear that the exculpation extends only as far as, but not further than, permitted under applicable law." BOH further stated: Nevertheless, BOH will revise the clause to address the issues identified by the UST. Specifically, the clause will: include language to provide exceptions for actual fraud and legal malpractice; be limited to only the parties actually involved in the bankruptcy case and Plan solicitation and administration process; and note that the exculpation is only intended to exculpate parties for conduct occurring between the Petition Date and the Effective Date. BOH accepts the UST's position regarding late-filed claims and will revise the Plan to state that such claims will be deemed late-filed and not entitled to payment under the Plan. Attorneys for Bank of Hope: James M. Sullivan, Esq. Robert J. Malatak, Esq. WINDELS MARX LANE & MITTENDORF, LLP 156 West 56th Street New York, NY 10019 Telephone (212) 237-1000 E-mail: jsullivan@windelsmarx.com rmalatak@windelsmarx.com About East Broadway Mall East Broadway Mall, Inc., operates a commercial mall located at 88 East Broadway in the City, County and State of New York. On March 1, 1985, Debtor entered into a 50-year lease commercial lease, with the City through the New York City Department of General Services for use of land beneath the Manhattan Bridge. Upon execution of the Lease in 1985, the Debtor expended more than one million dollars to construct a mall on the land. East Broadway Mall, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-12280) on July 12, 2019. In the petition signed by its president, Grace Chan, the Debtor was estimated to have assets and debts of less than $50,000. The Debtor hired Sferrazza & Keenan, PLLC, as counsel, and The Carey Group LLC, as special counsel. EAST WILLIAMSBURG: Says Unsecureds Unimpaired in Amended Plan ------------------------------------------------------------- East Williamsburg Affordable Housing Initiative LLC. d/b/a Kyber Mandalorian Inc. (Merger), filed an Amended Plan of Reorganization. The Debtor's primary goal is to sell some, or most, of its assets and pay its creditors to permit the Debtor to reorganize into a stable, well capitalized business entity. The Debtor is committed to retaining ownership of some of the real properties not sold through this Small Business Chapter 11 Subchapter V Bankruptcy and is filing this Plan in pursuit of this goal... The Debtor's preferred treatment is to sell those properties and/or property interests: 1) who's issues have heretofore prevented the Debtor from utilizing them in a financially beneficial manner and 2) that have been stuck in a legal and financial limbo with no timely or reasonable available solutions other than to seek this court's approval to sell them pursuant to the Plan or through adversary proceedings pursuant to 11 U.S.C. Section 363(h). The properties and/or property interests included in this Small Business Chapter 11 Subchapter V Bankruptcy consist of 2 that are directly owned by the Debtor and 9 that are controlled by the Debtor through executory contracts (aka "Purchase Options"). The Debtor is currently financially distressed with no income and expenses composed of carrying costs and other miscellaneous expenses associated with the ownership of real property. To date, paid expenses have been paid through capital contributions by the members of the LLC. However, this is no longer a tenable situation with the members unable to fund these expenses any longer. The Debtor needs to enact this Plan to raise the funds necessary to retain and/or repair some of the properties included in this case to generate rental income from all available market rate rentals and commercial spaces. The Plan also provides for a 100% distribution to general unsecured creditors with interest at the federal judgment rate in effect on the date the Plan is confirmed. Under the Plan, Class 1 Unsecured Claims are unimpaired. In order to raise additional funds to pay and settle allowed unsecured claims, at the Debtor's election, the Debtor may sell the For Sale Properties in accordance with this Plan and pay this class of claims. Class 1 Claimants will receive a 100% distribution based on two criteria. 1) that a valid claim was submitted with the bankruptcy court on or before the bar date and 2) which of the below categories the unsecured claim falls into. The categories are: * Disputed Claims – These claims will be satisfied if on the Effective Date these claims have not been withdrawn and/or denied or overturned by the final order. * Contingent Claims - These claims will be satisfied if the underlying real property the claim is associated with is sold as part of the implementation of the Plan so long as there are sufficient proceeds from such a sale to satisfy the claim, If proceeds are insufficient to satisfy such claims in full then such claims will be paid in part and not paid in full based on the discretion of this court's Final Order. The Debtor intends to file amended schedules listing these potential claims as to options the Debtor will be exercising. * All valid claims will be paid by the Debtor within 2 (two) years after the Effective Date with interest at the federal judgment rate. The Plan will be funded solely from a combination of: (i) cash on hand of the Debtor; (ii) the net proceeds from the sale of the For Sale Properties; (iii) the rejection payments on any options that are not assumed;(iv) contributions from the Debtor's principals; (v) Debtor-in-possession financing, conventional refinancing or home equity loan. Proposed Attorneys for the Debtor: Avrum J. Rosen, Esq. Alex E. Tsionis, Esq. LAW OFFICES OF AVRUM J. ROSEN, PLLC 38 New Street Huntington, NY 11743 Tel:(631) 423-8527 A copy of the Amended Plan of Reorganization dated June 9, 2023, is available at bit.ly/3JcpJBG from PacerMonitor.com. About East Williamsburg Affordable Housing Initiative Brooklyn-based East Williamsburg Affordable Housing Initiative is engaged in activities related to real estate. East Williamsburg filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41991) on Aug. 18, 2022, with $1 million to $10 million in both assets and liabilities. Jonathan Marcus, managing member of East Williamsburg, signed the petition. Judge Nancy Hershey Lord presides over the case. Avrum J. Rosen, Esq., at The Law Offices of Avrum J. Rosen, PLLC, represents the Debtor. ELDORADO GOLD: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed Eldorado Gold Corporation's (Eldorado) Long-Term Issuer Default Rating (IDR) at 'B+' with a Stable Outlook. Fitch has also affirmed Eldorado's senior unsecured notes at 'B+'/'RR4' and the secured revolver at 'BB+'/'RR1'. The ratings reflect Eldorado's small size and concentration, average cost position, average operating reserve life greater than 10 years, and execution and regulatory risks in Greece. The ratings incorporate relatively low execution risk completing the Skouries project given fairly low cost committed financing, the company's interest rate, exchange rate and metals price hedging activity, and its recent equity issuance to bolster liquidity. The Stable Outlook reflects Fitch's expectations that Eldorado will maintain sufficient liquidity and achieve annual gold production at an average of over 500,000 ounces through 2025, while EBITDA leverage is sustained below 3.0x. KEY RATING DRIVERS Leverage Expectations: Fitch expects EBITDA leverage to be about 3.0x in 2023, increasing to nearly 4.0x in 2024 before returning to about 3.0x thereafter at its assumed gold price. This compares to 2019-2022 EBITDA leverage ranging from 1.0x and 2.3x. Net EBITDA leverage should be under revolver covenant levels given that Fitch expects cash to remain at healthy levels in support of Skouries spending and potential future project spending. De-leveraging should occur with project finance amortization as well as cash sweeps that kick in with distributions once Skouries is fully ramped-up. Skouries Adds Scale/Copper: Execution risk at Skouries appears limited given the infrastructure built to date and the Amended Investment Agreement ratified by the Greek government in March 2021. Successful completion of the Skouries gold-copper project in Greece would improve the company's overall cost position and provide diversification through copper exposure but Fitch expects leverage above sensitivities before production is fully ramped-up. The company has committed financing for 80% of construction expenditures at relatively favorable interest rates. The company expects construction at Skouries to cost about $845 million (inclusive of the $34 million spent from January 2022 through the end of March 2023) and be commissioned in mid-2025 with commercial production at the end of 2025. The technical report (Jan. 22, 2022) indicates a nine-year mine life for phase one and a further 11 years for phase two producing 140,000 ounces of gold per year and 67 million pounds of copper per year on average over the life of the mine at cash costs in the low first quartile. Competitive Cost Position: Fitch expects Eldorado to maintain an average cost position in the second quartile of the cost curve through the forecast period. Fitch expects that current high unit cash costs at Olympias will moderate through 2025 with improved productivity. Eldorado reported gold cash costs of $845/oz. and all-in sustaining costs of $1,184/oz. in 1Q23 compared with 2022 averages of $878/oz and $1,276/oz, respectively. The company's key Kisladag (Turkey) mine was in the second quartile of CRU International Limited's 2022 gold all-in sustaining costs as was Efemcukuru (Turkey) and Lamaque (Canada). Olympias (Greece) was in the fourth-quartile. Kisladag accounted for 30%, Lamaque accounted for 38%, Efemcukuru accounted for 20% and Olympias accounted for 12% of 2022 gold production. Gold Price Sensitivity: In 2022, roughly 91% of revenue was derived from gold sales. Fitch estimates a 10% drop in the price of gold would reduce EBITDA by roughly $80 million in 2023. The rating case assumes gold prices at $1,700/oz in 2023, $1,600/oz in 2024 and 2025, and $1,300/oz thereafter, compared with average realized gold prices of $1,787/oz. in 2022 and $1,875/oz. in 1Q23. Fitch expects average annual EBITDA to average around $300 million in 2023 and 2024 before increasing as Skouries comes on line. DERIVATION SUMMARY Eldorado Gold is similar in terms of annual production to gold producer IAMGOLD Corporation (B-/Stable) although IAMGOLD has higher cost mines, higher country risk, and shorter reserve life at currently operating mines. In addition, Eldorado Gold will have five operating mines once Skouries is completed compared to IAMGOLD's three mines once Cote is complete. Eldorado is smaller and less diversified than copper, zinc and precious metals producer Hudbay Minerals Inc. (BB-/Stable) but larger and more diversified than copper producer Ero Copper Corp. (B/Stable). Eldorado has some operations in higher regulatory risk jurisdictions compared with Hudbay and Ero Copper. Operating reserve life in 2022 for Eldorado was 16 years, which compares favorably with most investment-grade rated gold mining peers. Eldorado's cost position is similar to most investment-grade gold mining peers. Fitch expects both IAMGOLD and Eldorado Gold to exceed leverage sensitivities near term in advance of late stage development projects completing but to de-leverage thereafter. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Gold sales at 470,000 ounces in 2023, 515,000 ounces in 2024, 585,000 ounces in 2025, and 630,00 ounces in 2026; - Gold prices at $1,700/oz. in 2023, $1,600/oz. in 2024 and 2025, and $1,300/oz. thereafter, adjusted for hedges; - Copper prices at $8,000/tonne in 2025 and $7,000/tonne in 2026, adjusted for hedges; - EBITDA margins at about 22% in 2023 improving to about 49% in 2023 and 2024 before declining to 36% in 2026; - Capex at $576 million in 2023, $550 million in 2024, $350 million in 2025 and $280 million in 2026; - Skouries project financing drawn down with expected spending, hedged as announced and amortized according to the agreement. KEY RECOVERY RATING ASSUMPTIONS: The recovery analysis assumes that Eldorado Gold, exclusive of Hellas Gold Single Member S.A., would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Its going-concern EBITDA assumption of $110 million for Eldorado Gold reflects the industry's move from top of the cycle gold prices to $1,000/oz. and lower ore grades leading to production at the bottom of guidance and excludes Skouries results, which would stress the corporate capital structure. The going-concern EBITDA estimate reflects its view of a sustainable, post-reorganization EBITDA level upon which the enterprise valuation (EV) is based. Fitch typically uses EV multiples in the 4.0x-6.0x range for mining companies, given the cyclical nature of commodity prices. Eldorado's 5.0x multiple, at the mid-point of the range, reflects its relatively small size and average cost but higher country risk. An EV multiple of 5.0x EBITDA is applied to the going-concern EBITDA to calculate a post-reorganization enterprise value after an assumed 10% administrative claim of $585 million. The $250 million revolver is assumed to be fully drawn upon default. The first lien revolver loans are senior to the senior unsecured notes. The allocation of value in the liability waterfall results in recovery corresponding to 'RR1' recovery for the first lien revolver ($250 million) and a recovery corresponding to 'RR4' for the senior unsecured notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: - Improved size and scale; - Visibility in to the completion of the Skouries; - Expectations for EBITDA leverage to be sustained below 2.3x; - Average cost position maintained in second quartile of global cost curve; - Visibility into maintaining low risk mines with an average operating mine life greater than 10 years. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade: - Expectations for EBITDA leverage sustained above 3.3x; - Deviation from financial policy without a clear path towards de-leveraging during periods of heavy investment spending. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: Cash on hand was $262.3 million and $249.7 million was available under the $250 million senior secured revolving credit facility due in 2025, as of March 31, 2023. In April 2023, availability under the revolver was reduced to $39.8 million as a result of a EUR190 million letter of credit supporting the company's contributions to fund the Skouries project. Fitch believes availability under the revolver will increase to at least $130 million by YE 2023 and to full availability in 2024 as contributions to Skouries proceed with construction activities including proceeds from the CAD81.5 million share purchase by the European Bank for Reconstruction and Development closed June 14, 2023. The facility has a net debt/EBITDA covenant maximum of 3.5x and an interest coverage covenant of no less than 3.0x. Fitch expects Eldorado to continue to be in compliance with these covenants. Liquidity was bolstered by Eldorado Gold's equity offering for gross proceeds of CAD135 million closed on June 7, 2023. ISSUER PROFILE Eldorado Gold Corp. is a small, average cost, Canadian domiciled gold and base metals producer operating four mines: Kisladag and Efemcukuru located in western Turkey, Lamaque in Canada, and Olympias in northern Greece and the Skouries project in Greece. 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 ----------- ------ -------- ----- Eldorado Gold Corporation LT IDR B+ Affirmed B+ senior secured LT BB+ Affirmed RR1 BB+ senior unsecured LT B+ Affirmed RR4 B+ EMRLD BORROWER: Fitch Assigns BB LongTerm IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has assigned a 'BB' Long-Term Issuer Default Rating (IDR) to EMRLD Borrower LP (dba Copeland), following Blackstone's majority stake acquisition of Emerson Electric Co.'s (Emerson) climate technologies business and related financing transactions. The Rating Outlook on the IDR is Stable. Fitch has also assigned 'BB+'/'RR2' final ratings to Copeland's secured term loans and senior secured notes, and 'BBB-'/'RR1' final ratings to the $700 million ABL revolver. The final ratings are in line with the debt issues' expected ratings Fitch assigned on April 24, 2023 and May 3, 2023. Copeland's 'BB' rating is supported by the company's leading market position in Heating, Ventilation, Air Conditioning and Refrigeration (HVACR) compressors and a cash-flow risk profile that is comparable to 'BBB' category peers. The ratings are mainly constrained by the company's financial profile, with Fitch-calculated EBITDA leverage of mid/low-4x through FYE 2024, consistent with 'BB' rating tolerances. Fitch has withdrawn Emerald Debt Merger Sub L.L.C's 'BB(EXP)' IDR due to reorganization of the rated entity, which was merged with and into Emerald Borrower LP upon completion of the acquisition. KEY RATING DRIVERS Large Scale, Market Leader: Copeland's credit profile is underpinned by its strong market position and large scale, with annual revenues of more than $5 billion and EBITDA of more than $1 billion. The company is the clear market leader in HVACR compressors and related solutions, with a well-recognized brand, technological leadership and a global presence. Compressors are a mission-critical component of HVAC systems, consuming the vast majority of system power but accounting for just a small portion of overall HVAC unit cost. Stable Demand, Secular Tailwinds: Copeland has a long track record of resilient operating performance through economic cycles. Its revenues are supported by a large global installed base and non-discretionary demand, with 80% of revenues tied to replacement and aftermarket sales. At the same time, the company benefits from secular growth drivers including sustainability and energy efficiency, particularly in Europe where regulatory changes are likely to accelerate the adoption of hydronic heat pumps in lieu of boilers. Strong Profitability: Copeland's strong and stable margin profile reflects its technological leadership, market position and pricing power. The company generates EBITDA margins in the low twenties and FCF margins in the high single-digits to low teens, which is strong even compared to investment-grade peers, and gives the company significant financial flexibility. The company has undertaken some restructuring initiatives in recent years and management has identified additional cost savings opportunities, with potential to further improve profitability by $200 million-$300 million per year. Improving Leverage Metrics Forecasted: Copeland's credit profile is mainly constrained by elevated post-acquisition leverage in the near term. Following its majority stake sale to Blackstone, Fitch expects EBITDA leverage of about 4.7x at FYE 2023, which is relatively high compared to 'BB' rated peers. This is mitigated by Copeland's earnings stability and consistent FCF of more than $300 million per year that gives the company capacity to reduce EBITDA leverage to around 3.5x by FYE 2025, which is more in line with 'BB+' rating tolerances. Incentives to Prioritize Deleveraging: Despite the 60% private equity ownership and lack of a stated leverage target, Fitch believes that management is incentivized to prioritize debt reduction over equity distributions in the near term in order to facilitate the three- to five-year target for an IPO. Emerson, the seller, retains a significant minority stake (40%), which Fitch views as credit supportive. Under the joint venture (JV) agreement, Emerson will have influence over certain key financial policies and decisions, including acquisitions and debt incurrence over certain thresholds. Management does not expect large-scale acquisitions in the near term, though small bolt-on deals are possible. PIK Instruments Treated as Equity: Fitch treats the PIK-only (paid-in-kind) instruments held by Blackstone and Emerson as equity in accordance with Fitch's criteria for rating Holdco PIK Shareholder Loans. Both securities are issued outside of the restricted group, subordinated to third-party debt, and are PIK-only with no cash payment. Both securities have longer-dated final maturity compared to third-party debt. DERIVATION SUMMARY Copeland's ratings are supported by its leading market position in the HVAC compressor market, large scale, stable earnings driven by replacement and aftermarket sales, and strong free cash flow generation. Copeland's business profile is comparable with 'BBB' category peers in the industrials sector, such as Carrier (BBB-/Stable), Regal Rexnord (BBB-/Stable), and Vontier (BBB-/Negative). However, Copeland will have higher leverage, with projected EBITDA Leverage of mid/low-4x through FYE2024. There are few close peers in the 'BB' category. Compared to WESCO (BB/Positive), a distributor of electrical products, Copeland has comparable EBITDA scale, better margins and cash flow stability but slightly higher leverage in the near term. Copeland's leverage is much higher than Atkore (BB+/Stable), a manufacturer of electrical and tubular products, but generates more stable EBITDA and FCF and is exposed to less cyclical end markets. KEY ASSUMPTIONS - Low single digit revenue decline in FY2023, followed by low-to-mid-single digit growth in FY2024-2026. - EBITDA margins to expand to over 25% in FY2025, from around 22% in FY2022, which reflects normalization of supply chain pressures in 2022, lagged contract price recovery, the impact of prior year restructuring, and around 50% of the cost saving opportunities projected by management and a leading industry consultant. - Capex is forecast to be 5%-7% of revenues in FY2023-2024, driven by investments in new manufacturing facilities, stabilizing at around 3% of revenues thereafter. - Effective interest rate of approximately 8% over the forecast period. - FCF to be used mainly to repay debt. No common dividends or major acquisitions are expected. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Adherence to stated capital allocation priorities and financial policy that lead to gross debt reduction and EBITDA Leverage sustained below 3.75x; - Demonstrated progress towards executing cost savings and growth initiatives. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Opportunistic financial policy or operational challenges that leads to EBITDA leverage sustained above 4.25x; - Shifting ownership and governance structure which results in a change in capital allocation priorities. LIQUIDITY AND DEBT STRUCTURE Copeland's pro-forma debt structure at of May 31, 2023 consists of $5.5 billion in secured debt that matures in five to seven years and ~$100 million outstanding on its ABL facility. The company's liquidity profile is comfortable, with no near-term debt maturities and capex needs that are well-covered by operating cash flows. ISSUER PROFILE EMRLD Borrower LP (dba Copeland) is a leading provider of compression products, electronics, software and solutions across many applications within Heating, Ventilation, Air Conditioning and Refrigeration (HVACR), other heating applications, food service, retail, transportation, and healthcare/life sciences. 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 ----------- ------ -------- ----- Emerald Debt Merger Sub L.L.C. LT IDR WD Withdrawn BB(EXP) EMRLD Borrower LP LT IDR BB New Rating senior secured LT BBB- New Rating RR1 BBB-(EXP) senior secured LT BB+ New Rating RR2 BB+(EXP) ENVISTACOM LLC: Taps Katie Goodman of GGG Partners as CLO --------------------------------------------------------- Envistacom, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Katie Goodman, managing partner at GGG Partners, LLC, as its chief liquidation officer. Ms. Goodman's services include: (a) preparing a cash flow budget; (b preparing and providing required information for initial debtor interview, schedules and statements of financial affairs, and other reporting requirements of the Debtor; (c) monetizing the assets of the Debtor, including accounts receivable, inventory, contracts, and other claims as identified; and (d) communicating with various stakeholders. Ms. Goodman charges an hourly fee of $425 for her services. Meanwhile, the hourly rates charged by additional personnel to be provided by the firm range from $350 to $400. The retainer fee is $50,000. Ms. Goodman disclosed in a court filing that her firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Katie Goodman GGG Partners, LLC 3155 Roswell Rd NE, Suite 120 Atlanta, GA 30305 Telephone: (404) 256-0003 Facsimile: (404) 256-4555 Email: kgoodman@gggpartners.com About Envistacom A group of creditors including MAG DS Corp., Amentum Services Inc., SteelGate LLC, Momentum Decisive Solutions USA Inc., and L3 Technologies, Inc. filed a Chapter 7 petition against Envistacom, LLC on March 21, 2023. The petitioning creditors are represented by Matthew Levin, Esq. On May 10, 2023, the Chapter 7 case was converted to one under Chapter 11 (Bankr. N.D. Ga. Case No. 23-52696). Judge Jeffery W. Cavender oversees the case. McDermott Will & Emery, LLP serves as the Debtor's legal counsel. The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Scroggins & Williamson, P.C. as legal counsel and Katie S. Goodman, managing partner at GGG Partners, LLC, as chief liquidation officer. ENVISTACOM LLC: Taps McDermott Will & Emery as Legal Counsel ------------------------------------------------------------ Envistacom, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ McDermott Will & Emery, LLP as its legal counsel. The firm's services include: a) advising the Debtor with respect to its powers and duties in the continued management and operation of its business and properties; b) advising and consulting on the conduct of the Debtor's bankruptcy case, including all of the legal and administrative requirements of operating in Chapter 11; c) attending meetings and negotiating with representatives of the Debtor's creditors, equity holders and other parties involved in the Debtor's Chapter 11 case; d) taking all necessary actions to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor in negotiations concerning litigation in which the Debtor is involved, including objections to claims filed against the Debtor's estate; e) preparing pleadings; f) advising the Debtor in connection with any potential sale of assets or transfer of operations; g) appearing before the bankruptcy court and any appellate courts; h) advising the Debtor regarding tax matters; i) assisting the Debtor in reviewing, assessing, estimating, and resolving claims asserted against the Debtor's estate; j) advising the Debtor regarding insurance and regulatory matters; k) commencing and conducting litigation; l) taking any necessary action on behalf of the Debtor to negotiate, prepare and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan and all documents related thereto, including the review and analysis of potential claims and causes of action that may be released under such a plan; m) performing all other necessary legal services for the Debtor in connection with the prosecution of the bankruptcy case, including (i) analyzing the Debtor's leases and contracts and the potential assumption and assignment or rejection thereof; (ii) analyzing the validity of liens asserted against the Debtor; and (iii) advising the Debtor on corporate and litigation matters; and n) advising the Debtor regarding that certain criminal proceeding currently pending against the Debtor in the Northern District of Georgia titled United States of America v. Envistacom, LLC, et al., Case No. 22-CR-00197 (N.D. Ga. 2022). McDermott will be paid at these rates: Partners $1,300 to $1,850 per hour Associates $725 to $1,250 per hour Paraprofessionals $265 to $670 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Daniel Simon, Esq., a partner at McDermott, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Daniel M. Simon, Esq. McDermott Will & Emery, LLP 1180 Peachtree Street NE, Suite 3350 Atlanta, GA 30309 Tel: (404) 260-8535 Fax: (404) 393-5260 Email: dsimon@mwe.com About Envistacom A group of creditors including MAG DS Corp., Amentum Services Inc., SteelGate LLC, Momentum Decisive Solutions USA Inc., and L3 Technologies, Inc. filed a Chapter 7 petition against Envistacom, LLC on March 21, 2023. The petitioning creditors are represented by Matthew Levin, Esq. On May 10, 2023, the Chapter 7 case was converted to one under Chapter 11 (Bankr. N.D. Ga. Case No. 23-52696). Judge Jeffery W. Cavender oversees the case. McDermott Will & Emery, LLP serves as the Debtor's legal counsel. The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Scroggins & Williamson, P.C. as legal counsel and Katie S. Goodman, managing partner at GGG Partners, LLC, as chief liquidation officer. FTAI AVIATION: Fitch Keeps 'BB-' LongTerm IDR on Watch Negative --------------------------------------------------------------- Fitch Ratings has maintained the Rating Watch Negative (RWN) on FTAI Aviation Ltd 's (FTAI) 'BB-' Long-Term Issuer Default Rating (IDR). FTAI's 'BB-/RR4' unsecured debt rating and 'B/RR6' preferred share debt rating also remain on RWN. KEY RATING DRIVERS IDR FTAI's RWN continues to reflect its elevated leverage profile following the conclusion of its infrastructure spin-off in 3Q22 and uncertainty around the pace of deleveraging towards Fitch's previously articulated leverage sensitivity (calculated as gross debt to adjusted tangible equity) of 6.0x by 1Q24. Providing 50% equity credit to outstanding preference shares and excluding goodwill, FTAI's adjusted tangible equity position at 1Q23 was negative $151 million; a modest improvement from negative $170 million at FYE22. Notwithstanding net income of $29 million for 1Q23, FTAI's internal capital generation remains constrained by high debt servicing costs, as well as sizeable dividend pay-outs, amounting to $30 million in 1Q23 and $128 million in 2022. Consequently, near-term deleveraging hinges on more disciplined capital management, the successful disposal of select non-core assets, as well as strong execution on core business activities. Failure to reduce leverage below 6.0x by 1Q24 could result in a one or two notch downgrade of FTAI's ratings. FTAI's ratings continue to benefit from its market position as a niche aviation lessor, focusing mainly on aged aircraft and engines, good portfolio diversification and an unsecured funding profile. This is balanced against a relatively short operating track record, relatively weak historic profitability, elevated re-lease risk due to shorter-term leases on engines and a high dividend payout ratio, which limits capital accumulation. As of March 31, 2023, FTAI's fleet portfolio was comprised of 93 aircraft and 241 engines with a combined portfolio value of around $1.7 billion. Utilization rates are generally robust across the portfolio but are lower for engines, 60% at 1Q23, compared to aircraft at 87%. Average remaining lease terms are shorter for engines (10 months versus 44 months for aircraft), which implies inherent re-lease risk. However, this has been managed well in the context of the homogenous nature and exchangeability of the assets. Following significant impairments in 2022 on assets held in Russia and Ukraine, the impairment ratio has reverted to normalized historic levels of around 0.3% in 1Q23. Fitch expects this ratio to remain well contained going forward. For 1Q23, FTAI reported its second consecutive quarter of net profit from operations, reflecting the benefits of an improved operational focus on aviation leasing following the infrastructure spin-off. Operating performance has been supported in particular by net proceeds from assets sales and increased scale from FTAI's asset-light aerospace product offering, which is focused on the manufacturing, repair and sale of aftermarket aircraft engine components. Over the near- to medium-term, the aerospace segment is projected to contribute more meaningfully to earnings, thus providing good diversification to more balance sheet intensive aviation leasing activities. As at 1Q23, FTAI's funding profile was fully unsecured, which allows for good financial flexibility. Further, re-finance risk is limited over the short term, with the nearest upcoming maturity being a $650 million unsecured issuance maturing in 2025. Liquidity at 1Q23 was adequate in the absence of a committed order book, supported in particular by $41 million of unrestricted cash, $225 million of undrawn capacity under its revolving credit facility, as well as liquidity generated from aviation asset sales, which amounted to $208 million over the last 12 months. SENIOR UNSECURED DEBT AND PREFERRED SHARES The unsecured debt rating is equalized with FTAI's Long-Term IDR, reflecting the unsecured funding mix and Fitch's expectation for average recovery prospects in a stressed scenario. FTAI's preferred share rating is two notches below the company's Long-Term IDR, reflecting the subordination and heightened risk of non-performance of the instrument relative to other obligations. RATING SENSITIVITIES IDR Factors that could, individually or collectively, lead to negative rating action/downgrade: - Inability to reduce leverage below 6x could give rise to a downgrade, in particular if it results from weak operational performance or a material decline in asset sale proceeds. Additionally, the recognition of sizable aircraft and/or engine impairments, higher repossession activity, difficulty re-leasing aircraft at economical rates, and/or a reduction in available liquidity could adversely impact ratings. Factors that could, individually or collectively, lead to positive rating action/upgrade, including the removal of the Negative Rating Watch: - A sustained reduction in balance sheet leverage below 6.0x could result in the affirmation of the ratings and the assignment of a Stable Outlook. Beyond that, a further reduction in leverage, coupled with a sustained improvement in profitability, maintenance of a predominantly unsecured funding profile, and the maintenance of operating cash flow in excess of dividend distributions could yield positive rating momentum. Strong risk management and credit performance through a full credit cycle would also be viewed favorably in the longer term. SENIOR UNSECURED DEBT AND PREFERRED SHARES The unsecured debt rating is primarily sensitive to changes in FTAI's Long-Term IDR and secondarily to the level of unencumbered balance sheet assets relative to outstanding debt. A decline in the level of unencumbered asset coverage and/or a material increase in the use of secured debt, could result in the notching of the unsecured debt rating down from the Long-Term IDR. The preferred share rating is primarily sensitive to changes in FTAI's Long-Term IDR and is expected to move in tandem. However, the preferred share rating could be downgraded by an additional notch to reflect further structural subordination should the firm consider other hybrid issuances. 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 ----------- ------ -------- ----- FTAI Aviation Ltd. LT IDR BB- Rating Watch Maintained BB- senior unsecured LT BB- Rating Watch Maintained RR4 BB- preferred LT B Rating Watch Maintained RR6 B G & G TOWERING: Taps John F. Coggin as Accountant ------------------------------------------------- G & G Towering Investments, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ John F. Coggin, CPA, PLLC. The Debtor requires an accountant to prepare its financial statements, corporate tax returns, long form franchise tax returns, and monthly operating reports, and provide other business services directly related to its Chapter 11 bankruptcy proceedings. The firm will be paid a flat fee of $1,800 for preparing IRS Tax Form 1120; a flat fee of $650 for preparing the Texas long form franchise tax return; a monthly fee of $1,200 for monthly bookkeeping and financial statement preparation; and $200 per hour for consulting services. John Coggin, CPA, a partner at the firm, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: John F. Coggin, CPA John F. Coggin, CPA PLLC 4545 Bissonnet St, Suite 129 Bellaire, TX 77401 Tel: (713) 408-1318 Email: john@jcoggincpa.com About G & G Towering Investments G & G Towering Investments Inc., a company in Pearland, Texas, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-31458) on April 25, 2023, with $500,001 to $1 million in assets and $1 million to $10 million in liabilities. Evan D. Gentry, president, signed the petition. Judge Eduardo V. Rodriguez oversees the case. The Debtor tapped Margaret M. McClure, Esq., at the Law Office of Margaret M. McClure as legal counsel and John F. Coggin, CPA, PLLC as accountant. GIRARDI & KEESE: Cal. Bar Pledges Post-Girardi Access Rule ---------------------------------------------------------- Ryan Boysen of Law360 reports that the State Bar of California said Monday, June 12, 2023, that it will begin formulating a rule to allow for the public release of closed disciplinary cases as part of a new settlement with the Los Angeles Times to end a 2021 lawsuit seeking disciplinary records about disgraced plaintiffs attorney Tom Girardi. According to a June 12 announcement, the State Bar of California and the Los Angeles Times have entered into a settlement agreement in the matter of Los Angeles Times Communications v. State Bar of California (Girardi) that is pending before the California Supreme Court. Under the agreement’s terms, the parties will jointly request that the Court dismiss the petition, which the Los Angeles Times filed in June 2021, seeking access to information pertaining to closed disciplinary cases against now-disbarred attorney Thomas V. Girardi. "We are pleased to announce this agreement, which we believe to be a fair and reasonable resolution of the dispute between the parties," said Ellin Davtyan, State Bar General Counsel. "This agreement reflects the State Bar’s evolved interpretation of the statute governing the discretionary release of confidential disciplinary case information, as well as the State Bar's commitment to transparency and accountability." As part of the agreement, the State Bar agreed to pay $138,000, a portion of the Times's attorneys' fees, and to publicly release two additional names that were anonymized in the May report if the individuals (former employees of the State Bar) consent to the disclosure. The State Bar also agreed to initiate a rule-making process to modify its rules to reflect the previously announced change in its interpretation of California Business and Professions Code section 6086(1)(b)(2). The rulemaking will be subject to the usual process of public comment and review and approval by the Board. Disbarment of 2 Attorneys The State Bar of California said June 15, 2023, that it filed Notices of Disciplinary Charges (NDCs) against former Girardi Keese law firm attorneys David Richard Lira (SB#134370) and Keith David Griffin (SB#204388), the Office of Chief Trial Counsel (OCTC) announced today. OCTC will seek the pair's disbarment for what the NDCs charge are their part―along with previously disbarred attorney Thomas V. Girardi―in misappropriating funds and other violations related to the pilfering of settlement funds from families of victims of the 2018 crash of Lion Air Flight 610. That flight crashed shortly after takeoff in Indonesia, killing all 189 people aboard. According to the NDCs, Lira, who is Girardi's son-in-law, along with Griffin and lawyers from Edelson PC, which served as the Girardi firm's local counsel in the U.S. District Court for the Northern District of Illinois, reached a settlement agreement with Boeing in March 2020 for their Lion Air clients. By March 30, 2020, Boeing had wire transferred settlement funds to the Girardi firm's client trust account, for which Lira was a signatory. Pursuant to orders issued by the court, the funds were supposed to be wired from that account to the accounts of the Lion Air clients as soon as practicable. The NDCs charge Lira and Griffin with misleading their clients and Edelson PC by not promptly telling them, and concealing from them, that the Boeing settlement funds had been received. The NDCs further allege that instead of paying their Lion Air clients in full, as required by court orders, Girardi Keese made only partial payments. The NDCs charge Lira with misappropriating more than $743,000 of the clients’ settlement funds by writing 270 checks from funds meant for the families of those killed in the crash to individuals and entities unrelated to the Lion Air matter. The NDC against Lira has 11 counts related to the Lion Air case, including charges for making false and misleading statements under oath during his testimony in an evidentiary hearing to determine whether he should be held in contempt for failing to comply with the court's orders regarding disbursement of the settlement funds to the families of the victims. One such charge alleges that Lira stated under oath that the delay in paying the families of crash victims during his time at Girardi Keese was the only such delay he knew about, when he knew that statement was false. The NDC against Griffin has eight counts alleging rules violations and acts of moral turpitude related to the Lion Air case. In support of these charges, the NDC alleges that in September 2020, Griffin spoke with Girardi about wiring more settlement funds to the Lion Air clients. Girardi told Griffin that the firm had received some attorney’s fees on a settlement in an unrelated employment case that Griffin worked on and that Girardi would approve sending additional partial payments to the Lion Air clients. According to the NDC, Griffin was aware at the time that full payments to the clients had not been made as required by the court’s orders, and that the partial payments were made using funds earned in an unrelated case. In a separate NDC also filed against Lira on Wednesday, he is charged with misappropriating funds from a settlement he negotiated in a 2014 collision in San Bernardino between a Caltrans dump truck and an automobile that left two young people dead and several others injured. The NDC alleges that Lira presented his clients with paperwork that he knew contained false costs or charges, and that he misappropriated more than $369,000 of the clients’ settlement funds. Attorney discipline matters are investigated and prosecuted by the State Bar’s OCTC, acting on behalf of the public. An NDC contains only allegations of professional misconduct. The attorney is presumed innocent of the allegations unless the State Bar Court finds the attorney culpable by clear and convincing evidence. The State Bar Court rules whether an attorney has committed professional misconduct and may recommend that an attorney be suspended or disbarred. The State Bar Court’s recommendation is transmitted to the California Supreme Court, which determines whether to impose the recommended discipline. See rule 9.18, California Rules of Court. You can search more extensive State Bar Court records and documents related to this case, or any attorney discipline matters, using the court’s Case Search feature. Input either the case number or attorney’s name (last, first middle). Summaries of discipline imposed on attorneys, including disbarments, suspensions, probation orders, and public reprovals are available on the State Bar’s website. About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: (213) 626-2311 Facsimile: (213) 629-4520 E-mail: emiller@sulmeyerlaw.com An involuntary Chapter 7 petition was also filed against ThomasVincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7 trustee can be reached at: Jason M. Rund Email: trustee@srlawyers.com 840 Apollo Street, Suite 351 El Segundo, CA 90245 GLOBAL PREMIER: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Global Premier Regency Palms Colton, LP 1900 Main Street Suite 315 Irvine, CA 92614 Chapter 11 Petition Date: June 22, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-11271 Judge: Hon. Scott C. Clarkson Debtor's Counsel: Garrick A. Hollander, Esq. WINTHROP GOLUBOW HOLLANDER, LLP 1301 Dove Street, Suite 500 Newport Beach, CA 92660 Tel: 949-720-4100 Fax: 949-720-4111 Email: ghollander@wghlawyers.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Christine Hanna as managing member of the General Partner. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VPBX4BQ/Global_Premier_Regency_Palms_Colton__cacbke-23-11271__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. iBorrow Reit Mechanics Lien $13,175,000 Brett Kinigstein 12100 Wilshire Blvd, Suite 510 Los Angeles, CA 90025 2. RCB Equities #7, LLC Loan $2,866,237 Brian Dror 5862 W. 3rd Street Los Angeles, CA 90036 3. Urban Community $867,606 Builders, LLC Maher Nawar 1900 Main Street, Suite 315 Irvine, CA 92614 4. Warner Design $247,708 1510 Fashion Island Blvd Suite 2400 San Mateo, CA 94404 5. Christianbelle $189,889 Electric Inc. David Placencia 11580 I Avenue Hesperia, CA 92345 6. Huntington $165,661 Hardware Co Inc.- Alta Finish Diana Lam 340 W. Holt Avenue Pomona, CA 91768 7. Alta Finish & Stair Inc. $160,172 Victor Martinez 12625 Frederick Street #15290 Moreno Valley, CA 92553 8. TriMark Orange County $119,100 Nikki Shishido 210 Commerce Irvine, CA 92602 9. Apple Valley $96,000 Insulation, A BDI Company, Israel Martinez 17525 Catalpa Street, Suite 109 Hesperia, CA 92345 10. Bacco Mechanical $89,052 Jeff McGowan 42913 Capital Drive, Suite 109 Lancaster, CA 93535 11. Red Pen Procurement $52,711 400 Glover Street SE Marietta, GA 30060 12. SC Design, Inc/ $38,000 Pacific Western Millwork Ryan Johnson 42332 1/2 10th Street West Lancaster, CA 93534 13. San Bernardino Tax Collector $36,710 268 West Hospitality Lane San Bernardino, CA 92408 14. Fiber Care Baths, Inc. $17,064 Galina Ponte 9832 Yucca Road Adelanto, CA 92301 15. Global Plumbing $10,210 and Fire Supply- Radix F Elizabeth Sarkisyan 723 Sonora Avenue Glendale, CA 91201 16. Lacko Family $8,882 Survivors Trust 629 Camino de Los Mares, Suite 206 San Clemente, CA 92673 17. Walker Windows $8,579 Tina Occhipinti 1210 N. Kraemer Blvd Anaheim, CA 92806 18. TC USA Holdings, Inc. $8,125 99 Almadean San Jose, CA 95113 19. Smart Accounting and Tax $800 38930 Blacow Road Suite C Fremont, CA 94536 20. Rapid Duct Testing $700 401 N. Verdugo Rd Glendale, CA 91206 GPS HOSPITALITY: Fitch Affirms CCC+ LongTerm Issuer Default Rating ------------------------------------------------------------------ Fitch Ratings has affirmed GPS Hospitality Holding Company LLC's Long-Term Issuer Default Rating (IDR) at 'CCC+', super-senior revolving credit facility at 'B+'/'RR1' and the senior secured notes at 'CCC+'/'RR4'. The affirmations reflect Fitch's view of a stabilization in sales and improved operating performance following an extended period of sales decline and margin contraction, driven by wage and commodity inflation, notably at the primary brand Burger King ("BK", 83% of units). The improvement in earnings is supported by increased core capabilities through new kitchen equipment, outdoor digital menus, new menu offerings, as well as enhanced recruiting platforms that have helped alleviate staffing challenges. The rating is constrained by the company's small scale with expected revenues and EBITDA of $690 million and $35 million in 2023, respectively, resulting in high leverage of around 9x. KEY RATING DRIVERS Moderate Diversity, Small Scale: GPS is a multi-brand restaurant operator managing a modestly diversified portfolio of 470 franchised restaurants under three leading brands: BK (83% of units), Pizza Hut (13%) and Popeyes (4%). GPS's portfolio yields a relatively balanced mix by daypart with about a third of sales coming from lunch; 21% each from dinner and snack; with the remainder evenly split between breakfast and late night. The company's geographical coverage is limited to 13 states as of 2022. While GPS maintains its position as the third largest BK franchisee, benefitting from direct access to management not available to smaller franchisees, the company's rating is constrained by its small-scale, with expected revenues of around $690 million and Fitch-calculated EBITDA of $35 million for 2023. Resilient Model but Lagging Comps: The quick-serve restaurant (QSR) model has proven resilient through economic cycles as increased spending power provides tailwinds during periods of strong economic activity. In addition, a reputation for value and consumers trading down from more expensive options limit downside during slowdowns. Although GPS was established after the Great Recession, North American same-store sales (SSS) at the BK brand were largely flat during 2008 to 2009, while SSS for casual dining and fine dining competitors turned sharply negative and, in many cases, remained negative through much of the period, illustrating BK's resilience during economic downturns. While quick-serve restaurants including BK outperformed other restaurant formats during the pandemic given primarily off-premise consumption models and the prevalence of drive-thru's, BK's performance has lagged QSR peer, McDonald's. Since the pandemic, BK's SSS growth in the U.S. has been in the mid-single digit range versus McDonald's in the high-single digits to low-teens. BK failed to replicate McDonald's success with offerings such as the chicken sandwich and celebrity meals, and struggled to transition from paper coupons to digital promotions. Sales at GPS's BK locations have lagged that of the broader BK-U.S. system over the last several quarters due to tougher comps, staffing challenges and weather disruptions. This was evident with 1Q23 results, with GPS-BK SSS growth at 5.4% versus BK-U.S. at 8.7%. However, on a three-year comp basis, GPS BK is up 15.1%, similar to BK-U.S. at 15.3%. High Leverage: EBITDAR leverage based on Fitch's adjustments was approximately 10.8x for 2022, compared to 8.9x in 2021 and 7.8x prior to the pandemic. EBITDAR Leverage increased due to weaker operating performance driven by inflationary pressures particularly from wages and commodities. Fitch projects EBITDAR leverage could decline to around 9x in 2023 supported by EBITDA growth. Nevertheless, Fitch's forecast for EBITDAR leverage could continue to remain elevated during the next couple of years, above 7.0x, which is commensurate with the 'CCC+' IDR. Fitch notes that the company is expected to reduce growth capex spending on remodels and new development, consequently leading to neutral to positive FCF. This should allow for a projected $7 million repayment on the revolver in 2023. As of 1Q23, the company had drawn $20 million on the revolver leaving $4.5 million availability before triggering the 7.5x springing consolidated first lien secured leverage covenant. Near-term refinancing risk is limited with debt maturities beyond 2025. BK's Reclaim the Flame Impact: In 2022, BK in collaboration with franchisees, announced a $400 million multi-year sales growth initiative, Reclaim the Flame, split between $150 million for advertising and digital investments and $250 million for remodels, technology, kitchen equipment and building enhancements. The growth initiative coupled with weak operating results led GPS to draw $13 million on the revolver. Fitch notes that the company had a development commitment with BK of around $50 million through 2026 which has been cut down to around $30 million. DERIVATION SUMMARY GPS Hospitality is one notch below Sizzling Platter, LLC (B-/Stable). Sizzling's rating reflects the company's position as a leading franchisee in the Little Caesars, Jamba and Wingstop quick-serve restaurant chains, its high adjusted leverage in the 7x area, and its reliance on Little Caesars for around 65% of its revenue. The rating also considers recent strong SSS growth and resilient operating performance despite high inflation. Free cash flow is expected to be low as the company uses cash flow to invest in new restaurants, but liquidity remains adequate. GPS Hospitality is one notch below Legends Hospitality Holding Company, LLC (B-/Stable). Legends' rating reflects its modest scale, high adjusted leverage in the 7x area and minimal FCF. The rating is supported by the company's strong liquidity and its unique position as a fully integrated provider of hospitality services for professional and college sports teams, live entertainment venues, and attractions. GPS Hospitality is one notch below KDC/one Development Corporation, Inc.(B-/Positive) KDC's rating reflects its status as a global leader in custom formulation, packaging and manufacturing solutions for beauty, personal care and home care brands, supported by a diverse product portfolio and long-term customer relationships. The Positive Outlook reflects adjusted leverage in the mid-6x range, strong liquidity, and Fitch's expectation for modestly positive free cash flow. Increased evidence of continued organic EBITDA growth and a commitment to sustaining leverage below 7x would likely lead to positive ratings momentum. The Rating Outlook could be stabilized if EBITDA declines due to a pullback in discretionary consumer spending or operational missteps, or if the company pursues material debt financed acquisitions, such that debt to EBITDA is sustained above 7x. KEY ASSUMPTIONS - Revenues increase 6.5% in 2023 to around $690 million driven by improving traffic with a continuation of recovery from pandemic lows that has been consistently progressing every quarter. Thereafter, revenue could grow in the low-single digits range. - EBITDA margin is projected to improve to a range of 5.5% to 6.5%, corresponding to around $35 million - $45 million range throughout the forecasted period as inflationary pressures particularly from wages and commodities decline. - Capex of approximately $13 million, guided by management as growth capex on remodels and new development is expected to be reduced. - FCF is expected to be neutral to positive $3 million with an improvement in the outer years driven by capex moderation to 2% of sales. - EBITDAR leverage based on Fitch's adjustments was approximately 10.8x for 2022. EBITDAR leverage could decline to around 9x in 2023. - GPS's revolving credit facility has a floating interest rate structure. Fitch assumes 3.5% to 5% base rates over the forecast horizon. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Positive trends in SSS and stable to positive unit growth with a recovery in EBITDA margins to the high-single digits, resulting in total EBITDAR Leverage sustained below 7.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Continued margin and/or revenue pressure resulting in persistently negative FCF and leading to medium-term liquidity concerns and/or heightened refinancing risk. LIQUIDITY AND DEBT STRUCTURE As of March 26, 2023, GPS's capital structure consisted of a $400 million 7% secured note due August 2028. There was $20 million drawn on the $70 million revolving credit facility (due August 2026). Cash and cash equivalents were around $10 million. Fitch views the company's liquidity position to be limited by the presence of a springing covenant that limits available capacity to 35% of the facility size ($24.5 million) subject to a 7.5x net leverage test. The company has indicated that the covenant could be negotiated with the bank. While the revolver and note are pari passu in terms of collateral, secured by first lien on substantially all assets and equity interests of the company, the revolver benefits from super-senior status receiving first order of payment in the event of a default. ISSUER PROFILE GPS Hospitality Holding Company, LLC is a multi-brand restaurant operator managing a portfolio of 470 franchised restaurants under three leading brands including BK (83% of units) and Popeyes (4% of units) in the quick-serve restaurant segment, and Pizza Hut (13% of units) which straddles the QSR and casual dining segments. SUMMARY OF FINANCIAL ADJUSTMENTS Historical and projected EBITDA is adjusted to add back non-cash stock-based compensation and exclude non-recurring charges. Fitch has adjusted the historical and projected debt by adding 8.0x annual gross rent expense. 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. For more information on Fitch's ESG Relevance Scores, visit www.fitchratings.com/esg The issue 'USD 70 million Floating revolving credit facility 15-Aug-2026' of the issuer 'GPS Hospitality Holding Company LLC' was recorded and published with an incorrect debt level of 'senior secured' since 3 August 2021 when the correct debt level should have been 'super senior secured'. The incorrect debt level did not affect the tranche level rating on the revolver because the super senior secured status was recognized correctly in Fitch's recovery waterfall analysis which applied the appropriate notching from the IDR. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- GPS FINCO Inc. senior secured LT CCC+ Affirmed RR4 CCC+ GPS Hospitality Holding Company LLC LT IDR CCC+ Affirmed CCC+ senior secured LT CCC+ Affirmed RR4 CCC+ super senior LT B+ Affirmed RR1 B+ IAMGOLD CORP: Fitch Affirms IDRs at 'B-', Outlook Stable -------------------------------------------------------- Fitch Ratings has affirmed IAMGOLD Corporation's Issuer Default Rating (IDR) at 'B-'. Fitch has also affirmed the company's senior unsecured notes, senior secured second lien term loan and secured revolving credit facility at 'B-'/'RR4'. The Rating Outlook is Stable. The ratings and Outlook reflect IAMGOLD's high cost position at its mines currently in operation and elevated country risk exposure given the majority of production is generated in Burkina Faso. The ratings also reflect Fitch's expectation that completion and ramp-up of the Cote project (Canada) will increase size, improve the company's overall cost position and lower country risk. Fitch expects EBITDA leverage to peak in 2023 at around 5.0x before decreasing to levels commensurate with the ratings following first production from the Cote mine in 2024. KEY RATING DRIVERS Cote Improves Operational Profile: The completion of Cote will improve IAMGOLD's overall size, scale, cost position, average mine life and country risk. IAMGOLD will own 60% of the Cote gold project unincorporated joint venture (JV; 56% net interest in the project) if it transfers interests to Sumitomo Metal Mining Co., Ltd. under the terms of the amended Cote JV agreement. Cote is expected to begin production in 2024 and achieve its first full year of production in 2024/2025 and have an 18-year mine life. Cote is expected to increase IAMGOLD's average annual gold production by roughly 300,000 ounces compared with 2023 guidance for attributable production aggregating 410,000-470,000 ounces. As of March 31, 2023, the project was roughly 80% complete and on track to begin producing early in 2024. High Cost Position Mines: Fitch views IAMGOLD's high cost position as partially offset by solid mine lives and the Cote gold project, which will improve the company's overall cost position. Cote's estimated life-of-mine average cash costs of $693/oz and all-in sustaining cost of $854/oz according to the 2022 technical report compare with a second quartile cost position, according to CRU's 2022 cost data. According to CRU, IAMGOLD has a fourth quartile cost position at its 90% owned Essakane mine (four-year mine life, 87% of 2022 attributable production from continuing operations, located in Burkina Faso) and a fourth quartile cost position at its Westwood mine (10-year mine life, 13% of 2022 attributable production from continuing operations, located in Canada). The fourth quartile Rosebel mine in Suriname, accounting for 30% of 2022 attributable production, was sold for $360 million in January 2023. Elevated Country Risk: Fitch currently caps IAMGOLD's rating at 'B', because the majority of its 2023 cash flow is expected to be generated in Burkina Faso. Fitch does not rate Burkina Faso but believes it has significant country risk. Cote, located in the low-risk mining-friendly jurisdiction of Canada (rated AA+), will improve the company's operational profile and reduce overall exposure to high country risk. As Cote gets closer to full production, Fitch would likely remove the current cap since the EBITDA generated in Canada would be sufficient to cover the company's interest expense. DERIVATION SUMMARY IAMGOLD is similar in terms of annual production to gold producer Eldorado Gold (B+/Stable) but has higher-cost mines, higher country risk, and a shorter reserve life at its currently operating mines. In addition, Eldorado Gold will have five operating mines once Skouries is completed compared to IAMGOLD's three mines once Cote is complete. IAMGOLD is currently similarly sized in terms of EBITDA to copper producers Ero Copper Corporation (B/Stable) and Taseko Mines Limited (B-/Stable) with a similar cost position to Taseko and a higher cost position than Ero Copper. Fitch expects both IAMGOLD and Eldorado Gold to exceed leverage sensitivities near-term in advance of late stage development projects completing but to de-leverage thereafter. KEY ASSUMPTIONS - Remaining proceeds from the sale of development properties are received in 2023 as expected for cash proceeds of $282 million; - Consolidated gold production of around 480,000 ozs. in 2023 increasing to about 800,000 ozs. in 2026, as Cote reaches full production; - Gold prices of $1,700/oz. in 2023; $1,600/oz. in 2024 and 2025; and $1,300/oz. thereafter, adjusted for hedges; - Capex of around $870 million in 2023 declining to around $300 million in 2024 and to about $150 million per year on average, thereafter. - Cote production beginning in 2024 and ramping up to full production in 2025; - IAMGOLD transfers 10% interest in Cote to Sumitomo Metal Mining Co., Ltd. according to the amended JV agreement and repurchases in November 2026. Key Recovery Rating Assumptions The recovery analysis assumes IAMGOLD would be reorganized as a going-concern (GC) in bankruptcy rather than liquidated. Fitch assumed a 10% administrative claim. Going-Concern Approach The GC EBITDA estimate of $295 million reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch base the enterprise valuation (EV). The GC EBITDA assumption reflects the industry's move from top of the cycle gold prices to a sustainably lower gold price environment, which would stress the capital structure. Fitch applied an EV multiple of 4.0x EBITDA to the GC EBITDA to calculate a post-reorganization EV. The choice of this multiple considered the high-cost position at IAMGOLD's mines currently in operation and elevated country risk associated with Burkina Faso. The multiple considers Cote's low-cost position and improved country risk upon completion. The revolver is assumed to be fully drawn upon default. The allocation of value in the liability waterfall results in recovery corresponding to 'RR1' for the first-lien revolver and second lien term loan. However, per Fitch's Country-Specific Treatment of Recovery Ratings Criteria, Burkina Faso, where the majority of EBITDA is generated, is considered Group D. Therefore Fitch caps the instrument's recovery ratings at 'RR4', resulting in a rating of 'B-' for the first-lien secured revolver and second lien term loan. The unsecured notes recover at 'RR4', resulting in a 'B-' rating. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Visibility into completion of Cote, which will result in an improved cost position and lower country risk; - Visibility into the financing of potential repurchase of transferred interests in Cote; - EBITDA leverage sustained below 3.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA leverage sustained above 4.5x; - Higher than expected negative FCF excluding Cote development capital. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: At March 31, 2023, pro forma for the use of the proceeds from the new second lien term loan and receipt of asset sales proceeds, IAMGOLD had roughly $900 million in cash on hand and about $457 million available under its $490 million secured revolving credit facility due 2025. FCF before Cote capex in 2023 is expected to be modestly positive. Fitch expects liquidity to be sufficient to fund IAMGOLD's portion of remaining Cote capex. ISSUER PROFILE IAMGOLD is a mid-tier gold mining company with two operating gold mines: the Essakane mine in Burkina Faso and the Westwood mine in Canada. Its late-stage development project, the Cote mine in Canada, is due to come online in 2024. 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 ----------- ------ -------- ----- IAMGOLD Corporation LT IDR B- Affirmed B- senior unsecured LT B- Affirmed RR4 B- senior secured LT B- Affirmed RR4 B- Senior Secured 2nd Lien LT B- Affirmed RR4 B- IBIO INC: Issues $1.5-Mil. Promissory Note to Safi Biotherapeutics ------------------------------------------------------------------ iBio, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it issued a promissory note to Safi Biotherapeutics Inc. in the principal amount of $1,500,000, which Note was issued in exchange for the convertible promissory note issued by the Company to Safi in October 2020. The Note will have a maturity date of two years from the date of issuance and can be extended by the mutual consent of the Company and Safi for two additional one-year terms upon the payment of all accrued interest accrued through the date of such extension. In addition, the outstanding balance under the Note, or portions thereof, is due within a specified number of days after the receipt by Safi in a closing of specified financing milestones as more detailed in the Note. The Note will bear interest at the rate of 5% per annum and will increase to 7% for the first one year extension and 9% for the second one (1) year extension. Upon the issuance of the Note, the Convertible Note was voided. About iBio Inc. iBio, Inc. -- http://www.ibioinc.com-- is a developer of next-generation biopharmaceuticals using its proprietary Artificial Intelligence-Driven Discovery Platform and FastPharming Manufacturing System. The Company focused its technologies on the research and development of novel products at its Drug Discovery Center in California. The Company is currently using its FastPharming Manufacturing System and GlycaneeringSM Technologies to develop its portfolio of proprietary biologic drug candidates. iBio reported a net loss attributable to the Company of $50.30 million for the year ended June 30, 2022, a net loss attributable to the Company of $23.21 million for the year ended June 30, 2021, a net loss attributable to the company of $16.44 million for the year ended June 30, 2020, and a net loss attributable to the Company of $17.59 million for the year ended June 30, 2019. As of March 31, 2023, the Company had $44.38 million in total assets, $26.99 million in total liabilities, and $17.39 million in total stockholders' equity. Holmdel, New Jersey-based CohnReznick LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated Oct. 11, 2022, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities for the years ended June 30, 2022 and 2021 and has an accumulated deficit as of June 30, 2022. These matters, among others, raise substantial doubt about its ability to continue as a going concern. JO-ANN STORES: DoubleLine OCF Marks $78,800 Loan at 44% Off ----------------------------------------------------------- DoubleLine Opportunistic Credit Fund has marked its $78,800 loan extended to Jo-Ann Stores LLC LC to market at $44,167 or 56% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured First Lien Term Loan (3 Month LIBOR USD + 4.75%, 0.75% Floor) to Jo-Ann Stores LLC. The loan accrues interest at a rate of 9.57% per annum. The loan matures on July 7, 2028. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. Jo-Ann Stores, LLC retails fabric and craft products. The Company offers apparel, home decorating fabrics, notions, seasonal accessories, floral, and framing products. KCIBT HOLDINGS: S&P Upgrades ICR to 'CCC+', Outlook Negative ------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on KCIBT Holdings L.P.'s (CIBT) to 'CCC+' from 'SD' (selective default). At the same time, S&P raised its issue-level rating on the company's first-lien debt to 'CCC+' from 'D' and its issue-level rating on its second-lien debt to 'CC' from 'D'. S&P's recovery ratings on the debt are unchanged. The negative outlook reflects that S&P could lower the rating if it expects a slower travel recovery or the company is unable to reduce costs and manage its working capital needs such that S&P expects it will face significant liquidity pressure. The cash interest and amortization relief through June 2024, along with the cash it raised through incremental debt, will provide the company with temporary financial flexibility to focus on returning to growth. S&P based its upgrade of KCIBT on its expectation that it will continue to expand its travel revenue by about 10%-15% per quarter over the next 12 months and improve its operating leverage. CIBT is not required to make cash interest payments on its second-lien term loan. The company's financial sponsor provided additional liquidity as part of the recent credit amendments. Pro forma for the debt raise, total liquidity including availability under the $58.5 million revolver was about $23 million. S&P expects the company will maintain a comfortable margin of compliance with its $8 million minimum liquidity covenant through 2024. International travel to the Asia-Pacific region has lagged in the post-pandemic recovery, though S&P expects it will improve gradually this year, especially given the lifting of travel restrictions in China. Based on the International Air Transport Association (IATA) data on revenue passenger-kilometers (RPKs), travel between Asia and North America was well below 50% of 2019 levels as of the end of 2022, though it was improving through the first quarter of 2023 as China lifted its last remaining travel restrictions. In comparison, RPKs between Europe and North America eclipsed 100% of 2019 levels during the first quarter of 2023. However, S&P expects the recovery in CIBT's visa volume in Asia will be slow through 2023 and believe additional COVID-19 outbreaks could delay this recovery. The company has increased its average revenue per visa by about 20% since 2019 and expanded the revenue from its immigration services business by the double-digit percent area each of the past two years. The Chinese market accounted for a significant portion of CIBT's 2019 visa services revenue. Rising demand in the Chinese travel market over the next 12 months could help the company more easily meet its financial obligations. CIBT's operating performance remains sensitive to macroeconomic factors. S&P forecasts a shallow recession in the second half of 2023, which could slow CIBT's recovery prospects due to travel budget cuts. Additionally, the growth and acceptance of videoconferencing since 2020 may make the decision to cut business travel budgets easier. Moreover, the volume of business travel to China remains uncertain since China reopened in January 2023 and local COVID-19 outbreaks and related testing requirements or restrictions could minimize its contributions to CIBT's recovery. S&P said, "An operational underperformance over the next year could reduce our estimate of the company's liquidity cushion when its credit relief expires. We forecast CIBT will significantly expand its EBITDA over the next two years as its revenue recovers. The company's lower EBITDA margins in 2022, compared with pre-pandemic levels, reflect its weak revenue on its fixed-cost base and the costs it incurred to rehire staff and rebuild its service delivery capacity to meet recovering demand. CIBT offshored labor to lower-cost areas over the past year and we believe it will improve its operating leverage as revenues grow, enabling it to achieve S&P Global Ratings-adjusted EBITDA margin expansion in 2023 and 2024." Still, the company will have about $11 million of additional quarterly cash payments at current interest rates when the relief period ends in the third quarter of 2024. After the waiver expires on June 30, 2024, CIBT's obligations will include cash interest of Secured Overnight Financing Rate (SOFR) plus credit spread adjustment plus 525 basis points on the first-lien and revolver and about $4 million of annual debt amortization payments. S&P believes the company will need to significantly increase its quarterly EBITDA to generate break-even cash flow after its debt amortization payments. S&P said, "Our liquidity forecast reflects our estimate of the company's 2022 financial results based on its unaudited financial statements. CIBT extended the deadline to produce a 2022 audit to June 30, 2023, because it was securing its recent amendments. We forecast it will have a liquidity cushion of about $20 million-$25 million above the $8 million covenant in mid-2024 when its relief expires. Working capital swings or lower EBITDA margins over the next 12-15 months could reduce the company's liquidity cushion once its credit reliefs expire. "The negative outlook reflects our view that there remains substantial downside risk to the pace of the recovery in global corporate travel and CIBT's EBITDA growth and margin trajectory. "We could lower our ratings if we expect CIBT's free operating cash flow (FOCF) generation will deteriorate in the next 12-18 months such that it pressures its liquidity." This could occur if: -- There are no material improvements in its travel service revenue or it experiences a slowdown in the second half of 2023; -- Its EBITDA margins decline further; -- It faces higher-than-expected working capital requirements or large swings that limit its liquidity; and -- Additional draws on the revolver reduce CIBT's available liquidity. S&P could revise its outlook on CIBT to stable in the next year if we expect it will substantially improve its FOCF after meeting its resumed interest requirements while maintaining headroom above the minimum liquidity covenant. This could occur if: -- The revenue from its travel segment reaches pre-pandemic levels; and -- It continues to improve its EBITDA margins toward pre-pandemic levels. ESG credit indicators: E-2, S-5, G-3 S&P said, "Social factors are a negative consideration in our ratings analysis on KCIBT. The collapse in the demand for business air travel and related visa services due to the pandemic have had a significant impact on the company's operating performance. Over the last two years, KCIBT has made multiple amendments to its term loan agreements, which we viewed as distressed exchanges. Moreover, we believe business air travel is recovering slowly and may not reach pre-pandemic levels if online meetings more permanently displace a portion of business travel. Governance is a moderately negative consideration, as it is for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of its controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns." KDP LLC: Gets OK to Hire Bielli & Klauder as Legal Counsel ---------------------------------------------------------- KDP, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Bielli & Klauder, LLC as counsel. The firm's services include: a. providing the Debtors legal advice with respect to its powers and duties in the continued operation of its business and management of its properties; b. assisting in taking all necessary action to protect and preserve the Debtors' estate, including the prosecution of actions on the behalf of Debtors, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estate; c. preparing schedules, statements and legal papers; d. preparing responses to applications, motions, other pleadings, notices, and other papers that may be filed and served in the Debtors' Chapter 11 cases; e. appearing before the bankruptcy court and other courts; f. advising the Debtors concerning actions they might take to collect and recovery property for the benefit of the estate; g. advising the Debtors concerning executory contracts and unexpired lease assumptions, assignments, and rejections; h. advising the Debtors in connection with the contemplated sale of all or substantially all of their assets; i. advising the Debtors in formulating and preparing a Chapter 11 plan; and j. other necessary legal services. The firm will be paid at these rates: David M. Klauder (Member) $400 per hour Thomas Bielli (Member) $400 per hour Angela M. Mastrangelo (Of-Counsel) $350 per hour Associates $225 to $300 per hour Paraprofessionals/Law Clerks $115 to $175 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The Debtors paid the firm an initial retainer of $15,000. On May 8, 2023, an additional retainer of $25,214.00 was paid to the firm. Prior to the Petition Date, the firm incurred professional fees and case expenses, including filing fees, for the preparation of the Chapter 11 cases in the amount of $39,942.71. David Klauder, Esq., a member of Bielli & Klauder, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David M. Klauder, Esq. Bielli & Klauder, LLC 1204 N. King Street Wilmington, DE 19801 Tel: (302) 803-4600 Fax: (302) 397-2557 Email: dklauder@bk-legal.com About KDP LLC KDP, LLC is an investment adviser registered with the SEC specializing in the management of high yield bonds and leveraged loans with a strong focus on rigorous, bottom-up credit analysis. KDP and its affiliates, KDP Investment Advisors, Inc. and KDP Asset Management, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10662) on May 21, 2023. At the time of the filing, KDP disclosed $1 million to $10 million in both assets and liabilities. Judge J. Kate Stickles oversees the case. Bielli and Klauder, LLC represents the Debtor as legal counsel. Obra Institutional Credit, LLC, as lender, is represented by Potter Anderson & Corroon, LLP. KLX ENERGY: Extends Maturity of ABL Credit Facility to 2025 ----------------------------------------------------------- KLX Energy Services Holdings, Inc. announced that it has entered into a Fourth Amendment to the Credit Agreement governing the Company's asset-based lending facility, led by JPMorgan Chase Bank, N.A., which amends KLX's existing Credit Agreement, dated as of Aug. 10, 2018. The Amendment, among other things, modifies the current agreement to: (i) extend the maturity date of the Credit Agreement from Sept. 15, 2024 to the earlier of (A) Sept. 15, 2025 or (B) Aug. 1, 2025, if the Company's senior secured notes are still outstanding as of such date; and (ii) increase the revolving credit commitment from $100 million to $120 million. Keefer Lehner, EVP and chief financial officer, said, "We are very pleased to have the continued support of our lenders and to announce an Amendment that upsizes and extends maturity on our ABL Facility. The successful execution of our Amendment provides considerable financial flexibility, augments liquidity, extends the Company's debt maturity profile and is an important step that enables KLX to continue its focus on free cash flow generation, deleveraging and further accretive consolidation." Pro forma for the Amendment, KLX's available liquidity as of March 31, 2023 would have increased by $20 million to $104 million, consisting of $40 million in cash and $64 million of pro forma availability under the ABL Facility. Further, KLX ended May 31, 2023 with a cash balance of $67 million and pro forma available liquidity of $130 million, including $63 million of pro forma availability under the ABL Facility. About KLX Energy KLX Energy Services Holdings, Inc. -- www.klxenergy.com -- is a provider of diversified oilfield services to leading onshore oil and natural gas exploration and production companies operating in both conventional and unconventional plays in all of the active major basins throughout the United States. The Company delivers mission critical oilfield services focused on drilling, completion, production, and intervention activities for technically demanding wells from over 60 service and support facilities located throughout the United States. KLX's complementary suite of proprietary products and specialized services is supported by technically skilled personnel and a broad portfolio of innovative in-house manufacturing, repair and maintenance capabilities. KLX Energy reported a net loss of $3.1 million for the year ended Dec. 31, 2022, a net loss of $332.2 million for the year ended Jan. 31, 2021, and a net loss of $96.4 million for the year ended Jan. 31, 2020. * * * As reported by the TCR on March 30, 2023, S&P Global Ratings revised its outlook to positive from stable and affirmed its 'CCC+' issuer credit rating on KLX Energy Services Holdings LLC. The positive outlook reflects S&P's view that KLXE's credit measures will continue to improve over the next 12 months, based on higher demand and improved pricing for its products and services. KW INTERNATIONAL: 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 case of KW International, LLC. The committee members are: 1. Kenny Wine Absolute Metal Products, LLC 7701 Lindsey Road Little Rock, AR 77206 Email: Kenny.Wine@ryerson.com 2. Lavonda Harrison Flow Zone LLC 3504 Dwayne Road Rosharon, TX 77583 Email: lharrison@reynoco.com 3. W.D. Edwards Chase Controls, LP P.O. Box 248 Tomball, TX 77375 Email: dedwards@chasecontrols.com 4. Jonathan Martinez Luke Industries LLC 711 Ash St P.O. Box 1744 Waller, TX 77484 Email: admin@lukeindustries.com 5. Mark Sponseller Danielopco, LLC (dba Daniel Measurement) 9750 W. Sam Houston Pkwy, Ste. 100 Houston, TX 77064 Email: msponseller@daniel.com 6. Deborah Blotnick Sepco Process, Inc. 3290 Avenue M. Ext Conroe, TX 77301 Email: dblotnick@sepcoprocess.com 7. Harry Paterson Stark Solutions 10650 FM 1484 Rd Conroe, TX 77303 Email: Harry.paterson@starksolutions.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 KW International KW International, LLC provides production equipment and measurement services. It offers oil and gas production equipment, gas processing and treatment packages, measurement and automation systems, parts and field service, and startup and troubleshooting. The company is based in Houston, Texas. KW International sought relief under Chapter 11 of the U.S. Bankr. S.D. Texas Case No. 23-90708) on June 6, 2023, with $10 million to $50 million in both assets and liabilities. Jeff Wagner, president, signed the petition. Judge Christopher M. Lopez oversees the case. The Debtor is represented by J. Robert Forshey, Esq., at Forshey Prostok, LLP. LANNETT COMPANY: Seeks to Hire PwC as Tax Service Provider ---------------------------------------------------------- Lannett Company, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ PricewaterhouseCoopers, LLP. The Debtors require a tax restructuring services provider to: i. prepare a calculation, which illustrates the significant U.S. federal and state income tax effect of the Debtors' bankruptcy, including but not limited to, as requested and approved by the Debtors: -- A calculation of the potential Section 382 impact of the restructuring plan under Section 382(l)(5) and Section 382(l)(6) analyses; -- A calculation of the cancellation of indebtedness (COD) income under Section 61(a)(11) applying any exceptions under Section 108 and the U.S. consolidated return rules under Treas. Reg. Sec 1.1502-28; ii. prepare asset basis calculations, as requested and approved by the Debtors; iii. prepare stock basis calculations, as requested and approved by the Debtors; iv. prepare earnings and profits study, as requested and approved by the Debtors; v. analyze intercompany debt from a U.S. federal and state and foreign income tax perspective and provide comments on the U.S. federal and state tax consequences associated with maintaining or eliminating such debt, including debt capacity for U.S. and non-U.S. income tax purposes, as requested and approved by the Debtors; vi. prepare transaction cost analysis for transaction fees related to the bankruptcy, as requested and approved by the Debtors; vii. participate in meetings as the Debtors' tax advisor (i.e., conference calls and in person meetings), as requested and approved by the Debtors; viii. read and comment on the tax matters with respect to the bankruptcy legal agreements, as requested and approved by the Debtors; ix. assist the Debtors in evaluation state and local direct and indirect tax matters related to the disposition of claims by state taxing authorities, including but not limited to (a) assessing reasonableness of proof of claims based on historic tax filings and information Lannett otherwise makes available; (b) create a matrix of responsible person rules by state; (c) assist in the bifurcation of state proof of claims as either prepetition or post-petition, as requested and approved by the Debtors; x. assist in the review and resolution of new and pending U.S. federal and state tax audits resulting from the bankruptcy, as requested and approved by the Debtors; xi. at the Debtors' request and with its input and involvement, assist the Debtors in developing a step plan from a tax perspective for purposes of effectuating the restructuring plan. The firm will be paid at these rates: Partner/Principal $900 to $1,160 per hour Managing Director $850 to $1,070 per hour Director $800 to $990 per hour Senior Manager $700 to $950 per hour Manager $600 to $820 per hour Senior Associate $450 to $650 per hour Associate $300 to $500 per hour In the 90 days prior to the petition date, the firm was paid $288,992 on account of its pre-bankruptcy services. Shawn Hussein, a partner at PwC, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Shawn Hussein PricewaterhouseCoopers LLP 400 Campus Drive Florham Park, NJ 7932 Tel: +1 (973) 236 4000 About Lannett Co. Inc. Founded in 1942, Lannett Company, Inc. -- http://www.lannett.com/ -- develops, manufactures, packages, markets and distributes generic pharmaceutical products for a wide range of medical indications. Lannett and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10559) on May 3, 2023. Lannett disclosed total assets of $334,600,000 and total debt of $708,940,000 as of March 31, 2023. Judge J. Kate Stickles oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Fox Rothschild, LLP as bankruptcy counsels; FTI Consulting, Inc. as financial advisor; Guggenheim Securities, Inc. as investment banker; Street Advisory Group as communications advisor; and PricewaterhouseCoopers, LLP as tax restructuring services provider. Omni Agent Solutions is the claims agent. Secured creditors are being advised by Sullivan & Cromwell, LLP as legal counsel and Houlihan Lokey, Inc. as financial advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Womble Bond Dickinson (US), LLP and Kilpatrick Townsend & Stockton, LLP as legal counsels, and Kilpatrick Townsend & Stockton, LLP as financial advisor. LANNETT COMPANY: Taps Fox Rothschild as Co-Counsel -------------------------------------------------- Lannett Company, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Fox Rothschild, LLP as co-counsel with Kirkland & Ellis. The firm's services include: (a) advising the Debtors of their rights, powers and duties under Chapter 11 of the Bankruptcy Code; (b) preparing legal documents; (c) advising the Debtors concerning, and preparing responses to, legal documents, which may be filed by other parties involved in the Debtor's Chapter 11 cases; (d) taking action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors; (e) preparing and prosecuting any proposed plan of reorganization or liquidation, and any disclosure statement related thereto, and seeking approval of all transactions contemplated therein and any amendments thereto; (f) preparing and prosecuting pleadings necessary to solicit votes on any proposed plan of reorganization; (g) appearing in court and at any meeting required by the U.S. Trustee and creditors; (h) advising the Debtors on matters in which the law firms of Kirkland & Ellis have conflicts; (i) providing additional support to Kirkland & Ellis, as requested; and (j) other necessary legal services. The firm will be paid at these rates: Partners $480 to $995 per hour Counsel $560 to $780 per hour Associates $355 to $580 per hour Paraprofessionals $130 to $435 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Fox Rothschild disclosed that: (a) The firm has not agreed to a variation of its standard or customary billing arrangement for this engagement. (b) No Fox Rothschild professional included in this engagement has varied his rate based on the geographic location of these Chapter 11 cases. (c) Fox Rothschild has represented the Debtors for over 25 years as outside general counsel in a variety of matters. In particular, Fox Rothschild has represented the Debtors in various matters and provide advice to the Debtors in areas that include, without limitation, litigation, immigration, real estate, corporate, environmental, tax, merger and acquisition, securities, and labor and employment. The billing rates and material terms of the representation prior to the petition date are the same as the rates and terms proposed by the firm. (d) The Debtors and Fox Rothschild expect to develop a prospective budget and staffing plan for the firm's engagement for the post-petition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Howard Cohen, Esq., a partner at Fox Rothschild, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Howard A. Cohen, Esq. Stephanie J. Slater, Esq. Fox Rothschild, LLP 919 North Market Street, Suite 300 Wilmington, DE 19899 Tel: (302) 654-7444 Fax: (302) 656-8920 Email: hcohen@foxrothschild.com sslater@foxrothschild.com About Lannett Co. Inc. Founded in 1942, Lannett Company, Inc. -- http://www.lannett.com/ -- develops, manufactures, packages, markets and distributes generic pharmaceutical products for a wide range of medical indications. Lannett and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10559) on May 3, 2023. Lannett disclosed total assets of $334,600,000 and total debt of $708,940,000 as of March 31, 2023. Judge J. Kate Stickles oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Fox Rothschild, LLP as bankruptcy counsels; FTI Consulting, Inc. as financial advisor; Guggenheim Securities, Inc. as investment banker; Street Advisory Group as communications advisor; and PricewaterhouseCoopers, LLP as tax restructuring services provider. Omni Agent Solutions is the claims agent. Secured creditors are being advised by Sullivan & Cromwell, LLP as legal counsel and Houlihan Lokey, Inc. as financial advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Womble Bond Dickinson (US), LLP and Kilpatrick Townsend & Stockton, LLP as legal counsels, and Kilpatrick Townsend & Stockton, LLP as financial advisor. LANNETT COMPANY: Taps FTI Consulting as Financial Advisor --------------------------------------------------------- Lannett Company, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ FTI Consulting, Inc. as their financial advisor. The firm's services include: a. assistance with the preparation of financial-related disclosures required by the court; b. assistance to the Debtors with information and analyses required pursuant to the Debtors' use of cash collateral including, but not limited to, preparation for hearings regarding approval for the Debtors to use cash collateral; c. assistance with the identification and implementation of short-term cash management procedures; d. assistance with the identification of executory contracts and leases and performance of cost/benefit evaluations with respect to the assumption or rejection of each; e. assistance with the preparation of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets; f. analysis of cash receipts and disbursement, various asset and liability accounts, and proposed transactions for which court approval is sought; g. attendance at meetings and participation in discussions; h. assistance with the preparation of information and analysis necessary for the confirmation of a Chapter 11 plan of reorganization; and i. other general business consulting services. The firm will be paid at these rates: Senior Managing Directors $1,045 to $1,495 per hour Directors/Senior Directors/ Managing Directors $785 to $1,055 per hour Consultants/Senior Consultants $435 to $750 per hour Administrative / Paraprofessionals $175 to $325 per hour During the 90 days before the petition date, the firm received $891,614.14 from the Debtors for professional services performed and expenses incurred. The firm received unapplied advance payments from the Debtors in excess of pre-bankruptcy billings in the amount of $268,540. Timothy Dragelin, senior managing director at FTI, Inc., disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Timothy J. Dragelin FTI Consulting, Inc. 555 12th Street, NW, Suite 700 Washington, DC 20004 Tel: (202) 312-9216 Fax: (240) 305-3980 Email: tim.dragelin@fticonsulting.com About Lannett Co. Inc. Founded in 1942, Lannett Company, Inc. -- http://www.lannett.com/ -- develops, manufactures, packages, markets and distributes generic pharmaceutical products for a wide range of medical indications. Lannett and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10559) on May 3, 2023. Lannett disclosed total assets of $334,600,000 and total debt of $708,940,000 as of March 31, 2023. Judge J. Kate Stickles oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Fox Rothschild, LLP as bankruptcy counsels; FTI Consulting, Inc. as financial advisor; Guggenheim Securities, Inc. as investment banker; Street Advisory Group as communications advisor; and PricewaterhouseCoopers, LLP as tax restructuring services provider. Omni Agent Solutions is the claims agent. Secured creditors are being advised by Sullivan & Cromwell, LLP as legal counsel and Houlihan Lokey, Inc. as financial advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Womble Bond Dickinson (US), LLP and Kilpatrick Townsend & Stockton, LLP as legal counsels, and Kilpatrick Townsend & Stockton, LLP as financial advisor. LANNETT COMPANY: Taps Guggenheim Securities as Investment Banker ---------------------------------------------------------------- Lannett Company, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Guggenheim Securities, LLC as investment banker. The firm's services include: a. review and analysis of the business, financial condition and prospects of the Debtors; b. evaluation of the Debtors' liabilities, debt capacity and strategic and financial alternatives; c. in connection with any transaction, (i) evaluation from a financial and capital markets point of view of alternative structures and strategies for implementing the transaction; (ii) preparation of offering, marketing or other transaction materials concerning the Debtors and the transaction for distribution and presentation to the relevant transaction counterparties; (iii) development and implementation of a marketing plan with respect to such transaction; (iv) identification and solicitation of, and the review of proposals received from, the investors and other prospective transaction counterparties; and (v) negotiation of the transaction; and d. in connection with the pursuit of any transaction, evaluation and development, from a financial point of view, of alternative strategies for implementing and seeking approval of such transaction, including pursuant to a Chapter 11 plan. The firm will be paid as follows: a. A non-refundable cash fee of $150,000 per month. b. If any restructuring transaction is consummated or becomes effective, Guggenheim will receive a cash fee in an amount equal to 1.00% of the "aggregate restructuring value." With respect to any stand-alone restructuring transaction solely involving convertible notes, the restructuring fee is $2 million. c. If any financing transaction is consummated, Guggenheim Securities will receive one or more cash fees in an amount equal to the sum of: (i) 125 basis points (1.25%) of the aggregate face amount of any new money debt obligations to be issued or raised by the Debtors (including the face amount of any related commitments) in any debt financing that is secured by first priority liens over the Debtors' assets, plus (ii) 200 basis points (2.00%) of the aggregate face amount of any new money debt obligations to be issued or raised by the Debtors (including the face amount of any related commitments) in any debt financing that is secured by liens over the Debtors' assets but that is not covered by Section 4(c)(i)(A) of the engagement letter, plus (iii) 250 basis points (2.50%) of the aggregate face amount of any new money debt obligations to be issued or raised by the Debtors (including the face amount of any related commitments) in any debt financing that is not covered by Sections 4(c)(i)(A) or 4(c)(i)(B) of the engagement letter; plus (iv) 450 basis points (4.50%) of the aggregate amount of gross proceeds raised by the Debtors in any equity financing (including the face amount of any related commitments); plus (v) With respect to any other securities or indebtedness issued that is not otherwise covered by Sections 4(c)(i)(A) to 4(c)(i)(D) of the engagement letter, such financing fees, underwriting discounts, placement fees or other compensation as customary under the circumstances and mutually agreed in advance in writing by the Debtors and Guggenheim. d. If any sale transaction is consummated, then in each case, Guggenheim will receive a cash fee in an amount equal to the greater of (i) 1.75% of the aggregate sale consideration relating to such sale transaction and (ii) $3,000,000. Ronen Bojmel, senior managing director at Guggenheim, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ronen Bojmel Guggenheim Securities, LLC 330 Madison Avenue New York, NY 10017 Phone: 212-518-9200 Email: GSinfo@GuggenheimPartners.com About Lannett Co. Inc. Founded in 1942, Lannett Company, Inc. -- http://www.lannett.com/ -- develops, manufactures, packages, markets and distributes generic pharmaceutical products for a wide range of medical indications. Lannett and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10559) on May 3, 2023. Lannett disclosed total assets of $334,600,000 and total debt of $708,940,000 as of March 31, 2023. Judge J. Kate Stickles oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Fox Rothschild, LLP as bankruptcy counsels; FTI Consulting, Inc. as financial advisor; Guggenheim Securities, Inc. as investment banker; Street Advisory Group as communications advisor; and PricewaterhouseCoopers, LLP as tax restructuring services provider. Omni Agent Solutions is the claims agent. Secured creditors are being advised by Sullivan & Cromwell, LLP as legal counsel and Houlihan Lokey, Inc. as financial advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Womble Bond Dickinson (US), LLP and Kilpatrick Townsend & Stockton, LLP as legal counsels, and Kilpatrick Townsend & Stockton, LLP as financial advisor. LANNETT COMPANY: Taps Kirkland & Ellis as Bankruptcy Counsel ------------------------------------------------------------ Lannett Company, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as their legal counsel. The firms' services include: a. advising the Debtors with respect to their powers and duties in the continued management and operation of their businesses and properties; b. advising and consulting on the conduct of the Debtors' bankruptcy cases, including all of the legal and administrative requirements of operating in Chapter 11; c. attending meetings and negotiating with representatives of creditors and other parties involved in the Debtors' cases; d. taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which they are involved, including objections to claims filed against the estates; e. preparing pleadings; f. representing the Debtors in connection with obtaining authority to continue using cash collateral and post-petition financing; g. advising the Debtors in connection with any potential sale of their assets; h. appearing before the bankruptcy court and any appellate courts; i. advising the Debtors regarding tax matters; j. taking any necessary action to negotiate, prepare and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan and all documents related thereto; and k. other necessary legal services. The firms will be paid at these rates: Partners $1,195 to $2,245 per hour Of Counsel $820 to $2,125 per hour Associates $685 to $1,395 per hour Paraprofessionals $295 to $575 per hour In addition, the firms will receive reimbursement for out-of-pocket expenses incurred. The firms received retainer fees in the amount of $3.6 million. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, the firms disclosed the following: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: The firms' current hourly rates for services rendered on behalf of the Debtors range as follows: partners, $1,195 to $2,245; of counsel, $820 to $2,125; associates, $685 to $1,395; and paraprofessionals, $295 to $575. The firms represented the Debtors from May 1, 2022 to Dec. 31, 2022, using these hourly rates: partners, $1,135 to $1,995; of counsel, $805 to $1,845; associates, $650 to $1,245; and paraprofessionals, $265 to $495. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes, for the period from May 2 to June 30, 2023. As disclosed in court filings, the firms are "disinterested" pursuant to Section 101(14) of the Bankruptcy Code. The firms can be reached at: Nicole L. Greenblatt, Esq. Nicole L. Greenblatt, P.C., Kirkland & Ellis, LLP Kirkland & Ellis International, LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: nicole.greenblatt@kirkland.com About Lannett Co. Inc. Founded in 1942, Lannett Company, Inc. -- http://www.lannett.com/ -- develops, manufactures, packages, markets and distributes generic pharmaceutical products for a wide range of medical indications. Lannett and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10559) on May 3, 2023. Lannett disclosed total assets of $334,600,000 and total debt of $708,940,000 as of March 31, 2023. Judge J. Kate Stickles oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Fox Rothschild, LLP as bankruptcy counsels; FTI Consulting, Inc. as financial advisor; Guggenheim Securities, Inc. as investment banker; Street Advisory Group as communications advisor; and PricewaterhouseCoopers, LLP as tax restructuring services provider. Omni Agent Solutions is the claims agent. Secured creditors are being advised by Sullivan & Cromwell, LLP as legal counsel and Houlihan Lokey, Inc. as financial advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Womble Bond Dickinson (US), LLP and Kilpatrick Townsend & Stockton, LLP as legal counsels, and Kilpatrick Townsend & Stockton, LLP as financial advisor. LUCKY BUCKS: To Seek Plan Confirmation on July 24 ------------------------------------------------- Lucky Bucks, LLC et al., sought and obtained an order scheduling a combined hearing on the adequacy of their Disclosure Statement and confirmation of their Prepackaged Plan. A hearing to consider confirmation of the Plan and approval of the Disclosure Statement is scheduled for July 24, 2023, at 9:30 AM at US Bankruptcy Court, 824 Market St., 6th Fl., Courtroom #3, Wilmington, Delaware. The Debtors and their key stakeholders are party to a Restructuring Support Agreement, dated June 8, 2023 (the "Restructuring Support Agreement"), that has broad support across the OpCo Debtors' capital structure and contemplates the payment in full of the OpCo General Unsecured Claims. The RSA contemplates a consensual restructuring of the Debtors pursuant to the Plan, consisting of: (i) the prepackaged OpCo Plan, and (ii) the Holdings Plan. Contemporaneously with the filing of this Motion, and as contemplated by the Restructuring Support Agreement, the Debtors have filed: * The Plan; * The Disclosure Statement; and * The OpCo GUC Motion, pursuant to which the OpCo Debtors seek authority to pay in full all pre- and postpetition amounts owing to the OpCo Debtors' General Unsecured Creditors in the ordinary course. The Debtors request that the Court set July 17, 2023, at 4:00 p.m. (ET), as deadline for filing objections to the adequacy of the Disclosure Statement or confirmation of the Plan (including, to the extent applicable, any objections to the Executory Contract Procedures as further discussed below). The OpCo Voting Deadline was June 8, 2023, at 8:00 p.m., prevailing Eastern Time. The Debtors continue to solicit votes on the Holdings Plan from the holders of Class 1A – Holdings PIK Note Claims and will count such Class 1A votes when evaluating whether the Holdings Plan satisfies the requirements of the Bankruptcy Code. The Holdings Voting Deadline is 4:00 p.m., prevailing Eastern Time, on July 10, 2023. Proposed Counsel to the Debtors: Russell C. Silberglied, Esq. David T. Queroli, Esq. Matthew P. Milana, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 E-mail: silberglied @rlf.com queroli@rlf.com - and - Dennis F. Dunne, Esq. Tyson Lomazow, Esq. MILBANK LLP 55 Hudson Yards New York, NY 10001 Telephone: (212) 530-5000 Fax: (212) 530-5219 E-mail: DDunne@Milbank.com Tlomazow@Milbank.com 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. After reaching a deal for a plan to equitize substantially all of Lucky Bucks' secured debt, Lucky Bucks and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10758) on June 9, 2023. In the petition signed by James Boyden, executive vice president, Lucky Bucks disclosed up to $500 million in assets and up to $1 billion in liabilities. As of the Petition Date, the Debtors have outstanding funded debt obligations in the aggregate principal amount of $610 million. Judge Karen B. Owens oversees the case. Dennis F. Dunne, Esq., and Tyson Lomazow, Esq., at Milbank LLP; and Russell C. Silberglied, Esq., at Richards, Layton & Finger P.A., serve as the Debtors' legal counsel. Evercore Group L.L.C. serves as the Debtors' investment banker. M3 Advisory Partners, L.P. serves as the Debtors' financial advisor. Epiq Corporate Restructuring, LLC serves as the Debtors' claims and noticing agent. LUCKY BUCKS: Unsecureds Owed $1M Unimpaired in OpCo Plan -------------------------------------------------------- Lucky Bucks, LLC, et al., submitted a Joint Chapter 11 Plan and a Disclosure Statement The Debtors' Plan comprises (i) a prepackaged, pre-solicited plan of reorganization for the OpCo Debtors (the "OpCo Plan"), and (ii) a plan of liquidation for Holdings (the "Holdings Plan"). The OpCo Plan and the Holdings Plan are included in one document, which may be severed at the option of the Required Consenting Prepetition Lenders (in consultation with the Consenting RC Ad Hoc Group Lenders), if the Court does not approve Holdings Settlement Motion and confirm the Holdings Plan by the earlier of (i) 10 weeks from the Petition Date, and (ii) the date all applicable regulatory approvals necessary for the effectiveness of the OpCo Plan are obtained (the "Severance Trigger Date"); provided, that the Severance Trigger Date shall be the earlier of (i) 8 weeks following the Petition Date, and (ii) the date all applicable regulatory approvals necessary for the effectiveness of the OpCo Plan are obtained, in the event the GLC indicates it may not consider the application for regulatory approval until after confirmation of the OpCo Plan. The OpCo Plan contemplates the simultaneous pursuit of (i) a stand-alone reorganization of the OpCo Debtors (a "Stand-Alone Restructuring Transaction") in which the holders of Prepetition OpCo First Lien Claims shall receive, on account of such Prepetition OpCo First Lien Claims: (i) 100% of the New Reorganized OpCo Debtor Equity, subject to dilution for any New Reorganized OpCo Debtor Equity issued in connection with (a) Lender Equity Allocation in connection with the OpCo Exit Facility (as defined below), (b) any New Reorganized OpCo Debtor Equity allocated to the Rolled Term Loans (as defined below), and (c) any MIP (including on account of any Emergence Awards), and (ii) an amount of Second-Out Priority Exit Term Loans equal to (x) the total Second-Out Priority Exit Term Loan principal amount less (y) the amount required to refinance the Rolled Term Loans and (ii) a sale of all or substantially all of the OpCo Debtors' assets or the equity in the Reorganized OpCo Debtors pursuant to Bankruptcy Code section 363 (a "Sale Transaction"). Specifically, in a Stand-Alone Reorganization Scenario, the following terms shall apply: (i) on the OpCo Plan Effective Date, the Reorganized OpCo Debtors shall incur a new first lien term loan facility in the aggregate principal amount of up to $104.5 million (the "OpCo Exit Facility"), pursuant to certain agreed terms, consisting of two tranches of term loans (the "OpCo Exit Term Loans"); and (ii) up to 8 to 10% of the value of New Reorganized OpCo Debtor Equity, as of the OpCo Plan Effective Date, on a fully diluted basis, shall be issuable in connection with the MIP, the terms and conditions of which shall be determined by the New Board. Prior to the OpCo Plan Effective Date, the Required Consenting Lenders may allocate a portion of the MIP as emergence grants to recruit individuals selected to serve in key senior management positions after the OpCo Plan Effective Date. In furtherance of the Sale Transaction(s), in accordance with the Restructuring Support Agreement, and in consultation with the Consenting Lenders, the Debtors have commenced a prepetition marketing process. In connection therewith, the Restructuring Support Agreement includes terms related to the potential sale of the OpCo Debtors' assets or the equity in the Reorganized OpCo Debtors, including terms of an Acceptable Sale and Bidding Procedures. The Plan also provides that: * The OpCo Debtors have agreed to forgo any recovery on account of the OpCo Intercompany Claims, 5 in light of Holdings' agreement to satisfy all fees and expenses, including any Professional Fee Claims, of an official committee of unsecured creditors (if any is appointed in these Chapter 11 Cases) and the OpCo Debtors' provision of the OpCo Holdings DIP Tranche to help fund Holdings' Chapter 11 Case. * If the Holdings Settlement Motion is approved, Holdings PIK Note Claims will receive the Holdings Settlement Consideration received pursuant to the Holdings Settlement Agreement with the OpCo Debtors foregoing any recovery in connection therewith on account of the OpCo Intercompany Claim. * The OpCo Debtors' General Unsecured Creditors shall be paid in full, in Cash. As noted above, the OpCo Debtors will be filing contemporaneously with the commencement of the Chapter 11 Cases the OpCo GUC Motion, whereby the OpCo Debtors are seeking authority to pay all outstanding OpCo General Unsecured Claims against their Estates. To the extent that such OpCo GUC Motion is approved, the OpCo Debtors do not believe a substantial amount of such claims will exist on the OpCo Plan's Effective Date. The Reorganized OpCo Debtors, as applicable, shall fund distributions under the OpCo Plan with the New Reorganized OpCo Debtor Equity, Cash on hand, Cash generated from operations, and proceeds of the OpCo Exit Facility, and proceeds of any retained Causes of Action not settled, released, discharged, enjoined, or exculpated on or prior to the Effective Date. From and after the OpCo Plan Effective Date, the Reorganized OpCo Debtors, subject to any applicable limitations set forth in any post-OpCo Plan Effective Date agreement (including the OpCo Exit Facility Documents and New Organizational Documents), shall have the right and authority without further notice to or action, order, or approval of the Bankruptcy Court to raise additional capital and obtain additional financing as the New Board of the applicable Reorganized OpCo Debtors deems appropriate. Under the Plan, Class 4B OpCo General Unsecured Claims total $1.0-$1.4 million and will recover 100% of their claims. Each such holder will be paid in full in Cash (A) if its Allowed OpCo General Unsecured Claim is due and payable before or on the OpCo Plan Effective Date, on the OpCo Plan Effective Date, and (B) if such Allowed General OpCo Unsecured Claim is not due and payable before or on the OpCo Plan Effective Date, in the ordinary course and in accordance with the terms of the applicable contract or other arrangement. Class 4B is unimpaired. Proposed Co-Counsel to the Debtors: Dennis F. Dunne, Esq. Tyson Lomazow, Esq. MILBANK LLP 55 Hudson Yards New York, NY 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 E-mail: DDunne@milbank.com TLomazow@milbank.com - and - Russell C. Silberglied, Esq. David T. Queroli, Esq. Matthew P. Milana, Esq. RICHARDS LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Fax: (302) 651-7701 Telephone: (302) 651-7700 E-mail: silberglied@rlf.com queroli@rlf.com A copy of the Disclosure Statement dated June 9, 2023, is available at bit.ly/3NuWA7e from PacerMonitor.com. 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. After reaching a deal for a plan to equitize substantially all of Lucky Bucks' secured debt, Lucky Bucks and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10758) on June 9, 2023. In the petition signed by James Boyden, executive vice president, Lucky Bucks disclosed up to $500 million in assets and up to $1 billion in liabilities. As of the Petition Date, the Debtors have outstanding funded debt obligations in the aggregate principal amount of $610 million. Judge Karen B. Owens oversees the case. Dennis F. Dunne, Esq., and Tyson Lomazow, Esq., at Milbank LLP; and Russell C. Silberglied, Esq., at Richards, Layton & Finger P.A., serve as the Debtors' legal counsel. Evercore Group L.L.C. serves as the Debtors' investment banker. M3 Advisory Partners, L.P. serves as the Debtors' financial advisor. Epiq Corporate Restructuring, LLC serves as the Debtors' claims and noticing agent. MADISON SQUARE BOYS: Amends Plan to Pay Off Abuse Claims -------------------------------------------------------- Madison Square Boys & Girls Club, Inc., submitted a First Amended Chapter 11 Plan of Reorganization. The Plan provides for, among other things, the resolution of Abuse Claims against the Debtor. Under the Plan, Class 3 consists of all General Unsecured Claims. On the GUC Disbursement Date, each such Holder shall receive its Pro Rata share of the GUC Cash Pool. Class 3 is impaired. "GUC Cash Pool" means Cash in the aggregate amount of $300,000 for the purposes of making distributions to Holders of Allowed General Unsecured Claims. With respect to Class 4 Abuse Claims, the Compensation Trust shall receive, for the benefit of Holders of Abuse Claims, the Compensation Trust Assets, which shall be distributed to the Holders of Abuse Claims in Class 4 pursuant to the Compensation Trust Documents. The Compensation Trust shall be established on the Effective Date in accordance with the Compensation Trust Documents. Nothing contained in the Plan shall constitute a release, compromise, settlement or other resolution of any Claim against BGCA, Rockefeller, or any co-defendant (who is not a Covered Party) in litigation in which the Debtor is a defendant. The settlements and compromises pursuant to and in connection with the Plan include the settlement with the Official Committee of Unsecured Creditors, which settlement provides: 1. Resolution of Abuse Claims. All Abuse Claims shall be channeled to and resolved by the Compensation Trust in accordance with the Trust Allocation Protocol; provided that any Non-Settling Insurance Company may, subject to Article X, raise any Insurance Coverage Defense permitted under applicable Law in response to a demand by the Compensation Trust, including any right of such Non -Settling Insurance Company to assert any defense that could, but for the Compensation Trust’s assumption of the liabilities, obligations, and responsibilities of the Covered Parties for Abuse Claims, have been raised by the Debtor or other applicable Covered Party with respect to such Claim. 2. Compensation Trust Note. On the Effective Date, the Reorganized Debtor shall be authorized to execute, issue and deliver the Compensation Trust Note to the Compensation Trust and execute and deliver any related documentation governing the Compensation Trust Note without the need for any further corporate action or any further notice to or order of the Bankruptcy Court. 3. Navy Yard Transaction. Pursuant to sections 1123(a)(5)(D), 1141(c), and 1146 of the Bankruptcy Code, and as soon as reasonably practicable following the Confirmation Date or such earlier date agreed to by the Debtor and the Committee, the Debtor and the Reorganized Debtor, together with the Broker, shall conduct a marketing process and thereafter consummate the Navy Yard Transaction as soon as reasonably practicable, in each case, in consultation with the Committee and the Compensation Trustee, as applicable. Subject to the satisfaction of the following conditions (the "Release Conditions"), the Navy Yard Transaction shall be consummated free and clear of any Liens or Encumbrances, including those securing the DIP Facility and the Exit Facility, as applicable, which Liens and Encumbrances shall thereupon be released by the DIP-to-Exit Lender (the “Release”): i. the Plan is confirmed on or before June 30, 2023, or such later time as may be agreed by the Debtor and the DIP-to-Exit Lender; ii. the Exit Facility is in satisfactory standing and no Event of Default (as defined in the Exit Facility Documents) shall have occurred and be continuing; iii. the proceeds of the Navy Yard Transaction or the Navy Yard Casualty Event proceeds, net of fees and costs, shall be contributed to the Compensation Trust pursuant to and on the terms set forth in the Plan; iv. the Debtor executes and delivers all reasonable documents requested by the DIP-to-Exit Lender in connection with the Release; and v. the DIP-to-Exit Lender shall have received payment of all reasonable out-of-pocket costs and expenses, including appraisal fees (if applicable) and reasonable counsel fees and disbursements incurred , in connection with the Release. On the Effective Date, the Debtor shall pay the Cash Contribution and the Excess Exit Cash, if any, to the Compensation Trust. The following Professionals of the Debtor and the Committee have agreed to apply a discount to their fees incurred in the Chapter 11 Case in an amount equal to the greater of (y) 15% and (z) the current applicable discount in place pursuant to such Professional's retention application approved by the Bankruptcy Court (collectively, the "Professional Fee Discount"): (a) Paul, Weiss, Rifkind, Wharton & Garrison LLP; (b) Friedman Kaplan Seiler & Adelman LLP; (c) Pillsbury Winthrop Shaw Pittman LLP; (d) Teneo Capital LLC; (e) Pachulski Stang Ziehl & Jones LLP; (f) Dundon Advisors LLC; and (g) Island Capital Advisor LLC. Distributions under the Plan will be funded from the following sources: 1. The DIP Claims against the Debtor shall be converted on the Effective Date to loans under the Exit Facility governed by the Exit Facility Documents; 2. The Debtor shall fund distributions on account of and satisfy Allowed General Unsecured Claims exclusively from the GUC Cash Pool; 3. The Debtor shall transfer the Compensation Trust Assets to the Compensation Trust on the Effective Date, or as soon as reasonably practicably thereafter, and the Compensation Trust shall make distributions on account of compensable Abuse Claims in accordance with the Compensation Trust Documents; and 4. The Debtor 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. On the Effective Date, the Reorganized Debtor shall deposit the GUC Cash Pool into a segregated account held by the Reorganized Debtor. If any Cash remains in the GUC Cash Pool after all Allowed General Unsecured Claims have been satisfied in full, such remaining Cash shall irrevocably re-vest in the Reorganized Debtor. That a combined hearing to consider confirmation of the Amended Plan and final approval of the Disclosure Statement for Chapter 11 Plan of Reorganization of Madison Square Boys & Girls Club, Inc. is scheduled to begin on June 26, 2023 at 2:00 p.m. (prevailing Eastern Time). Counsel to the Debtor: Alan W. Kornberg, Esq. William A. Clareman, Esq. John T. Weber, Esq. Leslie E. Liberman, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 A copy of the First Amended Chapter 11 Plan of Reorganization dated June 9, 2023, is available at bit.ly/43C8dyV from PacerMonitor.com. About Madison Square Boys & Girls Club Madison Square Boys & Girls Club, Inc. -- https://www.madisonsquare.org -- was established to save and enhance the lives of New York City boys and girls who by means of economic or social factors are most in need of its services. Madison Square Boys & Girls Club sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10910) on June 29, 2022. In the petition filed by its chief financial officer, Jeffrey Dold, the Debtor reported $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Sean H. Lane oversees the case. The Debtor tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; and Pillsbury Winthrop Shaw Pittman, LLP and Friedman Kaplan Seiler & Adelman, LLP as special counsels. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on July 13, 2022. The committee tapped Pachulski Stang Ziehl & Jones, LLP as legal counsel; and Dundon Advisers, LLC and Island Capital Advisor, LLC as financial advisors. MEDASSETS SOFTWARE: DoubleLine OCF Marks $235,000 Loan at 37% Off ----------------------------------------------------------------- DoubleLine Opportunistic Credit Fund has marked its $235,000 loan extended to MedAssets Software Intermediate Holdings, Inc to market at $148,442 or 63% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 6.75%, 0.50% Floor) to MedAssets Software Intermediate Holdings, Inc. The loan accrues interest at a rate of 11.59% per annum. The loan matures on December 17, 2029. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. Headquartered in Alpharetta, GA, MedAssets Software Intermediate Holdings, Inc. (dba "nThrive") provides healthcare revenue cycle management software-as-a-service ("Saas") solutions, including patient access, charge integrity, claims management, contract management, analytics and education. MERIDIAN RESTAURANTS: Urged by Burger King to Sell Stores --------------------------------------------------------- Burger King Co. LLC is asking a bankrupt franchisee to sell its over 90 restaurant locations, saying its plan to instead continue operating is "a path that is doomed to fail." Meridian Restaurants Unlimited LC should be stripped of its exclusive right to propose a Chapter 11 bankruptcy exit plan, so that other parties can propose their reorganization terms, Burger King said in a court filing, siding with unsecured creditors who are seeking asset sales. Burger King Company LLC filed a joinder to the motion of the Official Committee of Unsecured Creditors for Entry of an Order Terminating the Debtors' Exclusive Periods to File a Chapter 11 Plan. "From the outset of these Chapter 11 cases, BKC has consistently expressed its views to the Debtors that the Debtors' Restaurants need to be marketed and sold through an orderly sale process and in a manner that respects BKC's approval rights in connection therewith. As set forth in the Motion to Terminate, the Committee has come to the same or substantially similar views, and has also expressed those views to the Debtors on more than one occasion. Notwithstanding the strong views advanced by the major constituents in these Chapter 11 cases, the Debtors have ignored those views and appear bent on pursuing a path that is doomed to fail," Burger King said. "BKC believes that the marketing and sale of the Restaurants is the only viable option available to the Debtors, which option is consistent with their fiduciary duties to the stakeholders in these cases as explained by the Committee in the Motion to Terminate. As set forth below and in addition to the reasons outlined by the Committee, BKC does not believe the Debtors can achieve an internal reorganization or "new value" plan over BKC's objection to any proposed assumption by the Debtors of the BKC Franchise Agreements. If the Debtors insist on continuing down an ill-fated "reorganization" path that does not have the support of its major creditor constituencies, then they are free to do so at their own peril. However, such path should not be at the expense and exclusion of the major creditors in these cases. Rather, for the reasons set forth in the Motion to Terminate and as outlined below, the process needs to be opened up for a marketing and sale of the Debtors' Restaurants in order to provide a feasible path for these Chapter 11 cases and to maximize value to the stakeholders herein." Counsel for Burger King Company, LLC: J. Thomas Beckett PARSONS BEHLE & LATIMER 201 S. Main Street, Suite 1800 Salt Lake City, UT 84111 Tel: 801-532.1234 Fax: 801-536.6111 E-mail: TBeckett@parsonsbehle.com ECF@parsonsbehle.com - and - Paul J. Battista Glenn D. Moses VENABLE, LLP 100 SE 2nd Street, Suite 4400 Miami, FL 33131 Tel: 305-372-2522 E-mail: PJBattista@Venable.com GDMoses@Venable.com About Meridian Restaurants Unlimited Meridian Restaurants Unlimited own and operate 118 Burger King locations in Utah and other states. The South Ogden, Utah-based company, one of Burger King's largest franchisees, operates restaurants in Utah, Montana, Wyoming, North Dakota, South Dakota, Minnesota, Nebraska, Kansas and Arizona. Meridian Restaurants Unlimited, LC, and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah. Lead Case No. 23-20731) on March 2, 2023. In the petition filed by James Winder, manager for PSCP Meridian, LLC, the Debtor reports estimated assets and liabilities between $10 million and $50 million. Judge Kevin R. Anderson oversees the cases. The Debtors tapped Ray Quinney & Nebeker PC as counsel and Peak Franchise Capital, LLC as their financial advisor. MLN US HOLDCO: DoubleLine OCF Marks $155,000 Loan at 80% Off ------------------------------------------------------------ DoubleLine Opportunistic Credit Fund has marked its $155,000 loan extended to MLN US HoldCo LLC to market at $31,000 or 20% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 8.75%) to MLN US HoldCo LLC. The loan accrues interest at a rate of 12.50% per annum. The loan matures on November 30, 2026. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada, provides phone systems, collaboration applications (voice, video calling, audio and web conferencing, instant messaging etc.) and contact center solutions through on-site and cloud offerings. The company's customer focus is on small and medium sized businesses. Mitel is majority-owned by Searchlight Capital Partners, a private equity firm. MONTGOMERY REALTY: Has No Confirmable Plan, Says Bank ----------------------------------------------------- Secured Creditor Cathay Bank, a California Banking Corporation, filed an objection to the approval of the Disclosure Statement accompanying the Plan of Reorganization dated May 31, 2023, filed by debtor Montgomery Realty Group, LLC. As set forth in the Disclosure Statement, the Debtor's plan of reorganization is based entirely on its success in litigation against the Bank. That lawsuit has not even been filed and, objectively, as is the case with any complex commercial litigation, is inherently speculative. Worse, for Debtor's Plan to succeed, the Court must equitably subordinate the Bank's secured claim pursuant to section 510(c)—an extraordinary remedy which is completely unwarranted on the facts of this case. The Disclosure Statement misstates facts, omits crucial information, and utterly fails to describe any confirmable plan. The Court need not wait for a confirmation hearing to assess the merits of the Plan. To avoid further unnecessary cost and expense to creditors, the Bank says the Court should find that the proposed Plan is not feasible and is patently unconfirmable. Accordingly, the Court should deny approval of the Disclosure Statement, the Bank tells the Court. Cathay points out that Debtor's reorganization is highly unlikely: * The Plan is based entirely on Debtor's success in litigation against the Bank which has not even been filed yet. Because Debtor's success in its highly speculative litigation is only possible, not reasonably likely, the Plan is not feasible and therefore fails on that ground alone. * The Disclosure Statement fails to contain any information whatsoever regarding the estimated costs to repair or replace the roof, the proposed timing for the completion of this work, or the source of funds for this work. Nor does the Disclosure Statement attach any documentation (expert reports, work estimates, etc.) which could shed light on this subject. * The Disclosure Statement does not explain why the Plan proposes to pay Cathay less interest under than "1111(b) Treatment" projections as compared with the proposed interest that Cathay will receive under the "Cram-Down Treatment" projections. * The term of the Plan extends beyond the expiration date of the modified Jo-Ann lease. As Jo-Ann is Debtor's sole tenant, the Plan therefore exposes the estate's creditors to substantial risk. Attorneys for Secured Creditor Cathay Bank: Stephen J. Kottmeier, Esq. Monique D. Jewett-Brewster, Esq. Liam J. O'Connor, Esq. HOPKINS & CARLEY A Law Corporation The Letitia Building 70 S First Street San Jose, CA 95113-2406 P.O. Box 1469 San Jose, CA 95109-1469 Telephone: (408) 286-9800 Facsimile: (408) 998-4790 E-mail: sjk@hopkinscarley.com mjb@hopkinscarley.com loconnor@hopkinscarley.com About Montgomery Realty Group Montgomery Realty Group, LLC is the owner of the commercial real property located at 1675 Willow Pass Road, Concord, California. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-41290) on December 20, 2022. In the petition signed by Raj Maniar, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge William J. Lafferty, III oversees the case. Michael St. James, Esq., at St. James Law, P.C, is the Debtor's legal counsel. MORA HOUSE ONE: Taps Marc Voisenat as Bankruptcy Attorney --------------------------------------------------------- Mora House One, LLC received approval from the U.S. Bankruptcy Court for the Northern District of California to employ Marc Voisenat, Esq., a practicing attorney in Alameda, Calif., to handle its Chapter 11 case. Mr. Voisenat will be paid at the rate of $450 per hour. In addition, the attorney will receive reimbursement for out-of-pocket expenses incurred. On June 1, 2023, Mr. Voisenat received from Melvin Vaughn, managing member of the Debtor, the sum of $15,000. Mr. Voisenat disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Mr. Voisenat holds office at: Marc Voisenat, Esq. 2329A Eagle Avenue Alameda, CA 94501 Tel: (510) 263-8664 Fax: (510) 272-9158 About Mora House One Mora House One, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No. 23-50562) on May 25, 2023, disclosing as much as $1 million in both assets and liabilities. The Debtor is represented by Marc Voisenat, Esq. MY SISTER'S CLOSET: Seeks to Hire WM Law as Bankruptcy Counsel -------------------------------------------------------------- My Sister's Closet, LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to employ WM Law as its legal counsel. The firm's services include: -- preparation of the bankruptcy forms and schedules; -- attendance at the initial debtor interview, Section 341 meeting and court hearings; and -- preparation of the Subchapter V Chapter 11 plan, filing of monthly operating reports, negotiations with creditors, and resolution of plan confirmation issues. The firm will be paid at these rates: Attorney, Ryan A. Blay $300 per hour Attorney, Jeffrey L. Wagoner $300 per hour Attorney, Errin P. Stowell $300 per hour Attorney, Ryan M. Graham $300 per hour Attorney, Chelsea Williamson $300 per hour Paralegal, Douglas Sisson $125 per hour Paralegal, Ana Van Noy $125 per hour Paralegal, Betsy Hayman $125 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received from the Debtor a retainer of $7,000. Ryan Blay, Esq., a partner at WM Law, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ryan A. Blay, Esq. WM Law 15095 W. 116th St. Olathe, KS 66062 Tel: (913) 422-0909 Fax: (913) 428-8549 Email: blay@wagonergroup.com About My Sister's Closet LLC My Sister's Closet, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Kan. Case No. 23-20604) on May 31, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Rob Messerli of Gunrock Venture Partners has been appointed as Subchapter V trustee. Judge Dale L. Somers oversees the case. The Debtor is represented by Ryan A. Blay, Esq., at WM Law. NAKED JUICE: MetWest Fund Marks $120,000 2L Loan at 23% Off ----------------------------------------------------------- Metropolitan West Fund's Flexible Income Fund has marked its $120,000 loan extended to Naked Juice, LLC to market at $92,000 or 77% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in MetWest Fund's Form N-CSR for the Fiscal year ended March 31, 2023, filed with the Securities and Exchange Commission. Flexible Income Fund is a participant in a Second Lien Term Loan (SOFR plus 6%) to Naked Juice, LLC. The loan accrues interest at a rate of 11% per annum. The loan matures on January 24, 2030. The Metropolitan West Funds is an open-end management investment company organized as a Delaware statutory trust on December 9, 1996 and registered under the Investment Company Act of 1940, as amended. Metropolitan West Asset Management, LLC, a federally registered investment adviser, provides the Funds with investment management services. The Trust currently consists of 14 separate portfolios. Naked Juice LLC is the entity resulting from a spin-off from PepsiCo, with PAI Partners owning 61% and Pepsi retaining a 39% stake. Naked Juice, LLC owns the Tropicana, Naked Juice, KeVita and other select juice brands. NATURAL VITALITY: Taps Joseph W. Dicker as Legal Counsel -------------------------------------------------------- Natural Vitality, LLC received approval from the U.S. Bankruptcy Court for the District of Minnesota to employ Joseph W. Dicker, P.A. as its legal counsel. The Debtor requires legal counsel to: a. give advice with respect to the obligations of the Debtor, and prepare schedules and pleadings necessary to meet those obligations; b. represent the Debtor in connection with negotiations of agreements and treatment under a plan of reorganization; c. prepare a plan of reorganization and review and analyze claims; and d. prosecute any claim objections, if appropriate, and assist the Debtor in the administration of the estate. The firm will be paid at the rate of $450 per hour, plus costs and expenses incurred. The firm received from the Debtor an advance payment of $16,738. Joseph Dicker, Esq., a partner at Joseph W. Dicker, P.A., 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: Joseph W. Dicker, Esq. Joseph W. Dicker, P.A. 1406 West Lake Street, Suite 209 Minneapolis, MN 55408 Tel: (612) 444-9650 Email: joe@joedickerlaw.com About Natural Vitality Natural Vitality, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Minn. Case No. 23-30983) on May 17, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Steven Nosek, Esq., has been appointed as Subchapter V trustee. Judge Katherine A. Constantine oversees the case. The Debtor is represented by Joseph Dicker, Esq., at Joseph W. Dicker, P.A. NEP GROUP: DoubleLine OCF Marks $110,000 Loan at 19% Off -------------------------------------------------------- DoubleLine Opportunistic Credit Fund has marked its $110,000 loan extended to NEP Group Inc to market at $41,300 or 81% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 7.00%) to NEP Group Inc. The loan accrues interest at a rate of 11.84% per annum. The loan matures on October 19, 2026. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. NEP Group Inc is a United States-based company. The Company provides broadcasting services. The Company is a supplier to broad spectrum of content across both sports and entertainment. The Company offers outside broadcast, studio production, audio, lighting and media management services. NETFOR INC: Case Summary & 18 Unsecured Creditors ------------------------------------------------- Debtor: Netfor, Inc. 2002 Greenfield Ave Noblesville IN 46060 Business Description: Netfor is a BPO company in Fishers, Indiana. The company's help desk, call center, and fulfillment services round out its ability to solve tech problems for its clients. Chapter 11 Petition Date: June 22, 2023 Court: United States Bankruptcy Court Southern District of Indiana Case No.: 23-02666 Judge: Hon. Jeffrey J. Graham Debtor's Counsel: KC Cohen, Esq. KC COHEN, LAWYER, PC 1915 Broad Ripple Ave. Indianapolis IN 46220 Tel: 317-715-1845 Email: kc@esoft-legal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Jeffrey D. Medley as president/CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BZO7EPI/Netfor_Inc__insbke-23-02666__0001.0.pdf?mcid=tGE4TAMA NEW CONSTELLIS: DoubleLine OCF Marks $70,977 Loan at 42% Off ------------------------------------------------------------ DoubleLine Opportunistic Credit Fund has marked its $70,977 loan extended to New Constellis Borrower LLC to market at $41,300 or 58% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 11% +1% Payment In Kind, 1% Floor) to New Constellis Borrower LLC. The loan accrues interest at a rate of 15.84% per annum. The loan matures on March 27, 2025. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. Headquartered in Herndon, Virginia, New Constellis Borrower LLC is a provider of essential risk management services, such as security, training, and global support services to government and commercial clients throughout the world. NEW MILLENNIUM: Taps Springer Larsen Greene as Legal Counsel ------------------------------------------------------------ New Millennium Medical Ltd. received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Springer Larsen Greene, LLC as counsel. The Debtor requires legal counsel to: (a) consult with the Debtor concerning its powers and duties, the continued operation of its business and management of the financial and legal affairs of its estate; (b) consult with the Debtor and with other professionals concerning the negotiation, preparation and prosecution of a Chapter 11 plan and disclosure statement; (c) confer and negotiate with creditors and other parties in interest concerning the Debtor's financial affairs and property, Chapter 11 plans, claims, liens, and other aspects of the Debtor's Chapter 11 case; (d) appear in court and prepare legal papers; and (e) provide other necessary legal services. The firm will be paid at these rates: Richard G. Larsen, Esq. $455 per hour Joshua D. Greene, Esq. $455 per hour Thomas E. Springer, Esq. $465 per hour The Debtor paid $10,000 to the law firm as a retainer fee. Richard Larsen, Esq., a partner at Springer Larsen Greene, LLC, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Richard Larsen, Esq. Springer Larsen Greene, LLC 300 S. County Farm Road, Suite, Suite G Wheaton, IL 60187 Tel: 630-510-0000 Email: rlarsen@springerbrown.com About New Millennium Medical Ltd. 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. NOVUSON SURGICAL: Taps Michael Best & Friedrich as Legal Counsel ---------------------------------------------------------------- Novuson Surgical, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Michael Best & Friedrich, LLP as bankruptcy counsel. The Debtor requires legal counsel to: a. give advice with respect to the rights, duties and powers of the Debtor under the Bankruptcy Code; b. advise the Debtor on the conduct of its bankruptcy case, including the legal and administrative requirements of operating in Chapter 11; c. attend meetings and negotiate with representatives of creditors and other parties involved in the case; d. prosecute actions on behalf of the Debtor, defend actions commenced against the Debtor, and represent the Debtor's interests in negotiations concerning litigation in which the Debtor is involved, including objections to claims filed against the estate; e. prepare pleadings; f. advise the Debtor in connection with and assist in the negotiation and documentation of financing arrangements and related transactions, contracts, commercial transactions, and any potential sale of assets; g. assist the Debtor on licensing, regulatory, tax and other governmental matters; h. appear before the bankruptcy court; i. assist the Debtor in preparing, negotiating, and implementing a Chapter 11 plan and advising the Debtor with respect to any rejection or reformulation of the plan, if necessary; and j. perform other necessary legal services. The firm will be paid at these rates: Justin M. Mertz, Partner $595 per hour Christopher J. Schreiber, Partner $550 per hour Other Partners $350 to $750 per hour Mason A. Higgins, Associate $340 per hour Other Associates and Staff Attorneys $215 to $500 per hour Paralegals and Other Paraprofessionals $100 to $300 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. On April 21, the firm invoiced the Debtor the sum of $33,935 for services provided in connection with the bankruptcy case and the sum of $14,367.55 for non-bankruptcy services. The remaining balance of the Debtor's advance fee after applying those invoices is $1,697. Justin Mertz, Esq., a partner at Michael Best & Friedrich, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Justin M. Mertz, Esq. Michael Best & Friedrich, LLP 100 E. Wisconsin Avenue, Suite 3300 Milwaukee, WI 53202-4108 Tel: (414) 271-6560 Email: jmmertz@michaelbest.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. and Justin M. Mertz, Esq., at Michael Best & Friedrich, LLP are the Debtor's bankruptcy attorneys. OAKWOOD DREAMS: U.S. Trustee Objects to Disclosure Statement ------------------------------------------------------------ The United States Trustee filed an objection to Oakwood Dreams, LLC's Disclosure Statement. A hearing on the Disclosure Statement is scheduled for July 19, 2023, at 10:00 AM. Objections are due July 11, 2023. The U.S. Trustee points out that the Debtor does not disclose if it intends to pursue any such cause of action, when that would occur, or what the Debtor believes the estimated value of such action is. This information should be disclosed for creditors to make an informed assessment as to whether this is an asset of value to the estate. The Debtor simply lists that it believes it may have a claim against Marwah for nondisclosures during sale of the property, but that it does not know the value of the claim. However, the Debtor lists the value of the claim in its schedules in the amount of $500,000. The U.S. Trustee also notes that: * The Debtor states that obligations for professional fees are currently unknown and will be submitted to the court for approval in the future. The Debtor and its attorney should have an estimate as to professional fee obligations in the case at this time and whether these can be paid on the effective date of the plan, or whether counsel has made other consensual arrangements for payments of fees. * Regarding Class 2-B – Consisting of HOA Liens, the Debtor merely states that the Oakwood Hills HOA secured claim will be paid monthly. The Debtor provides no information as to when payments will begin, or how much the monthly payment will be. The Debtor should disclose this information. * Regarding Class 3, Claims of General Unsecured Creditors, the Debtor states that this class of creditors will be paid in full plus interest at six percent. The Debtor provides no information as to when payments will begin, or how much the monthly payment will be. The Debtor should disclose this information. About Oakwood Dreams Oakwood Dreams, LLC, owns a single-family home located at 21 E. Oakwood Hills Drive, Chandler, Ariz., valued at $3.41 million based on estimates provided by Zillow. Oakwood Dreams filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-01008) on Feb. 20, 2023. In the petition filed by Dallas Baldry, trustee of Bella Vita Ventures Trust, the Debtor reported total assets of $3,914,700 and total liabilities of $2,493,877. The Debtor is represented by Chris D. Barski, Esq., at Barski Law, PLC. ONE BRIDAL: Seeks to Hire WM Law as Bankruptcy Counsel ------------------------------------------------------ The One Bridal, LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to employ WM Law as its legal counsel. The firm's services include: -- preparation of the bankruptcy forms and schedules; -- attendance at the initial debtor interview, Section 341 meeting and court hearings; and -- preparation of the Subchapter V Chapter 11 plan, filing of monthly operating reports, negotiations with creditors, and resolution of plan confirmation issues. The firm will be paid at these rates: Attorney, Ryan A. Blay $300 per hour Attorney, Jeffrey L. Wagoner $300 per hour Attorney, Errin P. Stowell $300 per hour Attorney, Ryan M. Graham $300 per hour Attorney, Chelsea Williamson $300 per hour Paralegal, Douglas Sisson $125 per hour Paralegal, Ana Van Noy $125 per hour Paralegal, Betsy Hayman $125 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received from the Debtor a retainer of $7,000. Ryan Blay, Esq., a partner at WM Law, 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: Ryan A. Blay, Esq. WM Law 15095 W. 116th St. Olathe, KS 66062 Tel: (913) 422-0909 Fax: (913) 428-8549 Email: blay@wagonergroup.com About The One Bridal The One Bridal, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Kan. Case No. 23-20605) on May 31, 2023, with $500,001 to $1 million in both assets and liabilities. G. Matt Barberich, Jr. of B. Riley Advisory Services has been appointed as Subchapter V trustee. Judge Robert D. Berger oversees the case. The Debtor is represented by Ryan A. Blay, Esq., at WM Law. OSMOSIS HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B' ICR --------------------------------------------------------------- S&P Global Ratings affirmed all of its ratings on Osmosis Holdings L.P. (d/b/a Culligan), including its 'B' issuer credit rating, and revised the outlook to stable from negative. The stable outlook reflects S&P's view that Culligan will successfully integrate Waterlogic, generate steady organic growth, and maintain EBITDA cash interest coverage above 2x. S&P said, "We expect Culligan's profitability will materially expand after 2023 as nonrecurring charges moderate and it continues to deliver solid organic growth. Culligan's organic growth has remained resilient in a tough macroeconomic environment. We believe this is partially attributable to geographic expansion and acquisitions over recent years that helped support a mix shift to commercial drinking water services that drive stickier, recurring revenues. Culligan completed its acquisition of Waterlogic Holdings Ltd. in October 2022. This acquisition has further accelerated the company's growth in bottle-free cooler services, which we believe have good growth prospects supported by health and sustainability trends, including reducing single-use plastic packaging. With high-single-digit organic revenue growth and a full--year contribution from Waterlogic and other acquisitions, we expect Culligan's total revenue growth will exceed 30% in 2023. At the same time, we expect S&P Global Ratings'-adjusted leverage (including preferred stock as debt) will remain near or above 8x in fiscal 2023 because of the company's high debt burden and around $60 million in Waterlogic integration costs that will weigh on profits. We expect profitability will expand materially in 2024 as integration costs significantly moderate and cost synergies from the acquisition are realized, resulting in leverage improving closer to 7x. "We expect positive but still tempered FOCF in 2023. Culligan's cash flow generation has been negative or negligible in recent years due to acquisitions, transaction costs, and working capital headwinds. We forecast positive FOCF in 2023 as the company laps upfront transaction costs associated with the Waterlogic acquisition and as working capital headwinds moderate. However, we expect FOCF will be weaker in 2023 than prior expectations at around $30 million because of the integration work in early stages, as well as elevated capital expenditures (capex) supporting the integration and other growth initiatives. Higher interest expense because of rising rates and the company's increased debt burden will also weigh on cash flow. Importantly, the company has entered into very favorable interest rate swaps on about 60% of its debt, which has helped soften the impact of higher rates. We believe this will enable the company to sustain EBITDA cash interest coverage over 2x in 2023. We expect FOCF will be near or above $100 million in 2024 as integration costs moderate and the company realizes synergies from the Waterlogic acquisition. "Our ratings continue to reflect Culligan's aggressive financial policies under financial sponsor ownership. Culligan's aggressive acquisition strategy has weighed on its credit measures in recent years, including S&P Global Ratings'-adjusted leverage sustained around or above 8x. Our leverage calculation includes the company's preferred units ($937 million as of March 31, 2023) and contingently redeemable common units ($129 million) as debt. We expect the company will remain an aggressive acquirer and we continue to build ongoing M&A expenditures into our forecast. However, we believe an acquisition at the same scale as Waterlogic is highly unlikely over the next couple of years. We expect M&A activity will be focused on smaller tuck-ins, primarily of local bottle free cooler operators that require less integration effort and are immediately accretive because the company can quickly remove duplicative costs and realize better route density. As such, we expect the company's strong organic profit growth and accretive M&A will help support deleveraging. Nevertheless, there is limited upside to the 'B' rating in the near term given the aggressive growth strategies dictated by the financial sponsor owner and the still weak credit measures (adjusted leverage still above 7x in 2024). "The stable outlook reflects our expectation that Culligan will continue generating steady organic revenue growth as well as positive FOCF in fiscal 2023 despite high costs related to the Waterlogic integration. It also incorporates our expectation that the company will deleverage comfortably below 8x in 2024 and maintain EBITDA cash interest coverage above 2x despite its continued pursuit of tuck-in acquisitions. "We could lower our ratings on Culligan if EBITDA cash interest coverage weakens below 2x on a sustained basis or if FOCF does not approach $50 million as Waterlogic integration costs moderate." This could occur if: -- Operational missteps result in Waterlogic integration costs being higher or synergies lower than expected. -- EBITDA remains depressed by ongoing high transaction and restructuring costs because of more aggressive M&A activity than expected. -- Operating performance deteriorates due to weakening consumer demand amid a challenging macroeconomic environment. Absent a significant change in financial policy, a higher rating in the near term is unlikely. However, S&P could raise the rating if leverage strengthens and remains below 5x. This could occur if: -- The company continues to generate solid organic revenue growth and its profit margins expand as it realizes cost synergies. -- It prioritizes debt repayment over M&A or other shareholder friendly activity. -- S&P believes its financial sponsor owner will remain committed to sustaining leverage below 5x. ESG credit indicators: E-1, S-2, G-3 S&P said, "Environmental factors are a positive consideration in our credit rating analysis of Culligan. The company's focus on bottle-free water and water-filtration solutions gives it a better growth outlook than bottled-water peers. Bottled water, particularly plastic bottled water in the commercial channel, is losing share to bottle-free water solutions as customers shift toward more sustainable forms of water consumption. Governance is a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile reflects corporate decision-making that prioritizes the interests of the controlling owner. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns." OVERLOOK ROAD: Unsecured Creditors to Get Full Payment in Plan -------------------------------------------------------------- The Overlook Road Los Gatos Development, LLC submitted a Fourth Amended Combined Plan of Reorganization and tentatively approved Fourth Amended Disclosure Statement dated June 9, 2023. The general unsecured creditors to receive a prorata portion of sale proceeds of Debtor's real property("Overlook"), likely to result in a 100% recovery of allowed claims, in one lump sum payment, occurring in or about September 30, 2023. Taxes and other priority claims would be paid in full. Debtor shall sell the Property by September 30, 2023, paying secured creditors from the proceeds of the sale of Property. Except for the payment to Northpoint as provided below, all claims will be paid through escrow. If a separate escrow account to pay the Northpoint claim is not funded by September 30, 2023, Northpoint will be granted relief from the automatic stay. Any other claims not paid through escrow will be granted relief from the automatic stay. Debtor will file a motion for approval of any such sale on 28 days' notice to lien holders. Unless the court orders otherwise, a lienholder whose lien is not in bona fide dispute may credit bid the amount of its lien at the sale. Any deficiency claim is a general unsecured claim. Under the Plan, Class 2(a) General Unsecured Claims total $37,633.92 to get full payment in lump sum. Creditors will receive a pro-rata share of a fund totaling $37,633.92, created by Debtor's payment of a single lump sum payment from the proceeds of the sale of the Property. Pro-rata means the entire amount of the fund divided by the entire amount owed to creditors with allowed claims in this class. This class is impaired. Debtor will sell the Property by September 30, 2023, paying secured creditors from the proceeds of the sale. All claims will be paid through the escrow. Any claims not paid through escrow will be granted relief from the automatic stay Attorney for the Debtor: E. Vincent Wood, Esq. THE LAW OFFICES OF E. VINCENT WOOD 2950 Buskirk Avenue, Suite 300 Walnut Creek, CA 94597 A copy of the Fourth Amended Combined Plan of Reorganization and tentatively approved Fourth Amended Disclosure Statement dated June 9, 2023, is available at https://tinyurl.ph/qSxeN from PacerMonitor.com. About The Overlook Road Los Gatos The Overlook Road Los Gatos Development LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). The Overlook Road Los Gatos Development sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-50557) on June 29, 2022, listing up to $50,000 in assets and up to $10 million in liabilities. Saul Flores, managing member, signed the petition. Stanley A. Zlotoff, Esq., at Stanley A. Zlotoff, A Professional Corporation, is the Debtor's legal counsel. PACIFICCO INC: Seeks to Hire Deloitte Tax as Tax Services Provider ------------------------------------------------------------------ Pacificco Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Deloitte Tax, LLP as tax services provider. The firm will provide these services: (i) Tax Restructuring Engagement Letter. Deloitte Tax will provide the Debtors with U.S. federal, state and local and U.S. international income tax advisory services in connection with Debtors' restructuring in accordance with the terms and conditions set forth in the Tax Restructuring Engagement Letter, and as requested by the Debtors and agreed to by Deloitte Tax, as follows: a. advise the Debtors as they consult with counsel and financial advisors on the cash tax effects of restructuring and bankruptcy and the post-restructuring tax profile, including plan of reorganization tax costs. This will include gaining an understanding of the Debtors' financial advisors' valuation model and disclosure model to consider the tax assumptions contained therein; b. advise the Debtors regarding the restructuring and bankruptcy emergence process from a tax perspective, including the tax work plan; c. advise the Debtors on the cancellation of debt income for tax purposes under Internal Revenue Code ("IRC") section 108; d. advise the Debtors with their efforts to calculate tax basis in the stock in each of the Debtors' subsidiaries or other entity interests; e. 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; f. 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); g. advise the Debtors on net built-in gain or net built-in loss position at the time of "ownership change" (as defined under IRC section 382), including limitations on use of tax losses generated from post-restructuring or post-bankruptcy asset or stock sales; h. advise the Debtors as to the treatment of post-petition interest for state and federal income tax purposes; i. advise the Debtors on 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; j. advise the Debtors in their evaluation and modeling of the tax effects of the Debtors' liquidating, disposing of assets and/or stock, 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; k. advise the Debtors on state income tax treatment and planning for restructuring or bankruptcy provisions in various jurisdictions including the Debtors' disposing of assets and/or stock, cancellation of indebtedness calculations, adjustments to tax attributes, and limitations on tax attribute utilization; l. advise the Debtors on potential sales & use tax and transfer tax implications of the proposed restructuring; m. advise the Debtors on director and officer ("D&O") personal liability provisions related to potential sales and use tax liabilities of the Debtors; n. advise the Debtors on their sales and use tax positions on their revenue streams, including the Debtors' computation of their potential sales tax exposure; o. advise the Debtors on responding to the Debtors' tax notices and audits from various taxing authorities; p. assist the Debtors with identifying the Debtors' potential tax refunds and advise the Debtors on procedures for tax refunds from tax authorities; q. advise the Debtors on income tax return reporting of bankruptcy issues and related matters; r. assist the Debtors in documenting as appropriate, the tax analysis, development of the Debtors' opinions, recommendation, observations, and correspondence for any proposed restructuring alternative tax issue or other tax matter described above; and s. advise the Debtors regarding other state or federal income tax questions that may arise in the course of the engagement. (i) Tax Consulting Engagement Letter. Deloitte Tax will provide the Debtors with general tax consulting services related to federal, foreign, state, and local tax matters in accordance with the terms and conditions of the Tax Consulting Engagement Letter, as requested by the Debtors and agreed to by Deloitte Tax. (ii) GES Work Order. Deloitte Tax will provide the Debtors with U.S. federal, state and local and U.S. international income tax advisory services in connection with Debtors' restructuring in accordance with the terms and conditions set forth in the GES Work Order and the Tax Consulting Engagement Letter, and as requested by the Debtors and agreed to by Deloitte Tax, as follows: a. Global Employer Tax Compliance Services. A. Assist the Debtors with (i) tax orientations, tax return preparation, and other tax services to current and former employees and contractors identified by the Debtors as having a mobility status ("Mobile Employees"), (ii) tax orientations for employees and contractors considering international assignments or other relocations who have been designated by the Debtors ("Potential Mobile Employees"), and related tax services for the Debtors; B. provide tax briefings to the Mobile Employees and the Potential Mobile Employees before their respective relocation commences; C. prepare tax equalization calculations for the Mobile Employees, pursuant to the Debtors' policies, and forward the results to the Debtors; D. analyze foreign tax assessments and refunds to calculate whether funds should be advanced by the Debtors or refunded to the Debtors; and E. respond to routine U.S. federal, state or foreign authority tax notices on certain Mobile Employees' behalf for those years in which the Mobile Employee is/was eligible for Deloitte Tax's services. b. Global Mobility Compensation Assistance Services. As more fully detailed in the GES Work Order, Deloitte Tax will assist the Debtors with the following: A. provide pre-departure assistance services; B. provide U.S. inbound/outbound payroll review and reporting services; C. provide global compensation data administration, including collection and reporting services; and D. provide tax advisory services for miscellaneous tax compliance matters which may arise throughout the engagement, such as state estimated tax payments, amended returns, etc., and will provide general tax advisory services to the Debtors upon request. The firm will be paid at these rates: Partner/Principal/Managing Director $905 to $1,005 per hour Senior Manager $810 to $855 per hour Manager $685 to $730 per hour Senior $570 per hour Staff $420 per hour The Debtor paid the firm $75,000 as advance retainer. Matthew Boyle, a partner 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: Matthew Boyle Deloitte Tax LLP 7900 Tysons One Place, Suite 800 Mclean, VA 22102-5971 Tel: (703) 251-1000 About Catalina Marketing Catalina Marketing Corporation provides an extensive network of in-store, point-of-sale data acquisition and promotional delivery systems, present in approximately 22,000 retail locations in the U.S. Catalina is currently party to agreements with approximately 59 retailer partners to utilize Catalina's networked servers and high-speed printers at multiple POS locations in each of the retailers' stores. Catalina Marketing and 14 affiliated entities sought Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York on March 28, 2023. Affiliate PacificCo Inc.'s case (Bankr. S.D.N.Y. Case No. 23-10470) is the lead case. The Debtors listed $100 million to $500 million in estimated assets and liabilities on a consolidated basis. The petitions were signed by Michael Huffmaster as chief financial officer. The Hon. Philip Bentley oversees the 2023 cases. Garty T. Holtzer, Esq., Kevin Bostel, Esq., and Rachael Foust, Esq., at Weil, Gotshal & Manges LLP, serve as the Debtors' counsel. FTI Consulting, Inc., serves as the Debtors' financial advisor. Houlihan Lokey is the Debtors' investment banker. Kurtzman Carson Consultants LLC is the Debtors' claims, noticing and solicitation agent. Catalina and several affiliates previously sought Chapter 11 bankruptcy protection on Dec. 12, 2018 with a prepackaged plan that would reduce debt by $1.6 billion. The 2018 lead case was In re Checkout Holding Corp. (Bankr. D. Del. Case No. 18-12794). In the 2018 petition, Catalina disclosed funded debt of $1.9 billion as of the bankruptcy filing. Assets were in the range of $1 billion to $10 billion. On January 31, 2019, the Hon. Kevin Gross confirmed the company's Plan of Reorganization allowing Catalina to reduce debt by more than 80% from about $1.9 billion to about $280 million upon emergence. In the 2018 Plan, first lien lenders owed $55 million on a first lien revolver and $1.02 billion on a first lien term loan were slated to receive their pro rata share of 90% of the equity in the reorganized Debtors, subject to dilution by a contemplated management incentive plan. Second Lien Lenders owed $460 million on a second-lien term loan were to receive their pro rata share of 10% of the New Common Stock, subject to dilution. Allowed general unsecured claims were paid in the ordinary course and otherwise unimpaired. PACIFICCO INC: Taps Deloitte Financial as Accounting Advisor ------------------------------------------------------------ PacificCo Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Deloitte Financial Advisory Services LLP as accounting advisor. The Debtors require an accounting advisor to: (i) assist the Debtors with planning for the Debtors' determination of and substantiation of the fresh start balance sheet under Accounting Standards Codification ("ASC") 852, Reorganizations, issued by the Accounting Standards Division of the AICPA: a. assist the Debtors' management in its development of an implementation approach for fresh start accounting, starting with any necessary training support and culminating in a strategy and work plan for the project. b. advise the Debtors and provide recommendations to Debtors' management in connection with their prepackaged plan and whether any adjustments are necessary to record the impact of the prepackaged plan to the books of entry of the appropriate legal entities, which include: i. working with the Debtors' accounting, legal and tax advisors to advise Debtors' management as it determines the appropriate recoveries to allowed claimants and the allocation of resulting gains on extinguishment or other earnings impacts to separate legal entities within the Debtors' corporate structure; ii. analyzing the prepackaged plan and other related documents to identify and advise Debtors' management and provide recommendations on accounting adjustments resulting from the prepackaged plan; and iii. advising the Debtors' management in connection with its estimation of recoveries to claimants for accrual accounting purposes, including comparisons with the Debtors' claims database to estimate liabilities related to contingent, unliquidated and disputed claims. c. assist the Debtors' management in its determination of asset and liability fair values and other fresh start adjustments as necessary to comply with the accounting and reporting requirements of ASC 852. d. advise and assist Debtors' management as it records and substantiates adjustments to its opening fresh start balance sheet, as applicable, including assisting the Debtors in their preparation of analyses and packaging of other documentation to support adjustments, including internal control considerations. e. in the event of a mid-month emergence: i. advise management on establishing appropriate one time cutoff procedures for the Debtors' consolidated balance sheet and the related consolidated statements of income, changes in stockholders' equity, and cash flows to facilitate successful financial reporting and internal control. ii. assist with planned procedures for determining appropriate allocations, estimates and potential systems implications/reconfigurations, as needed. (ii) provide the Debtors with other related advice and assistance with accounting and financial reporting: a. advise the Debtors' management as it prepares accounting information and disclosures in support of public and private financial filings, such as 10-K, 10-Q, lender statements, or any filings under International Financial Reporting Standards; b. assist the Debtors' management with other valuation matters as it deems necessary for financial reporting disclosures; c. advise the Debtors' management as it evaluates existing internal controls and develops new controls for fresh start accounting implementation; d. assist the Debtors' management with its responses to questions or other requests from the Debtors' external auditors regarding bankruptcy accounting and reporting matters; e. read and analyze the relevant accounting literature applicable to certain Debtor transactions, as agreed to mutually, and document or communicate, verbally, the results of such analysis for the Debtors' consideration in their evaluation of the appropriate accounting treatment, if requested; and f. assist the Debtors' management in its preparation of the documentation of the results of the transaction evaluations and accounting research using the management team's documentation methodology and templates, if requested. (iii) provide the Debtors with valuation services: a. assist the Debtors' management with the valuation of specific liabilities as specified by management to be revalued at their fair value for fresh start accounting purposes; b. assist the Debtors with accounting and valuation for quarterly and year-end financial reporting and tax compliance requirements; and c. assist the Debtors with coordinating valuation information for auditor review and advise the Debtors' management as it addresses company-specific issues surrounding value of specific liabilities. (iv) provide advice and recommendations on the preparation of carve-out financial statement related to transactions contemplated in the plan in accordance with U.S. GAAP: a. prepare supporting work papers and facilitate the Debtors' management liaison with its external auditor, as specified by management. (v) provide other related services: a. provide advice and recommendations to the Debtors' management to assist it in determining the tax impact of the plan and fresh start accounting to the financial statement (tax provision analysis). Deloitte will be paid at these rates: Partner/Principal/Managing Director $850 to $1,050 per hour Senior Manager/Senior Vice President $725 to $775 per hour Manager/Vice President $610 to $660 per hour Senior Consultant $475 to $575 per hour Consultant $375 to $450 per hour The firm received from the Debtors a retainer of $50,000. Michael Sullivan, managing director at Deloitte, 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: Michael C. Sullivan Deloitte Financial Advisory Services, LLP New York - National Office 30 Rockefeller Plaza, 41st floor New York, NY 10112-0015 Phone: +1 347 899 6036 Email: michsullivan@deloitte.com About Catalina Marketing Catalina Marketing Corporation provides an extensive network of in-store, point-of-sale data acquisition and promotional delivery systems, present in approximately 22,000 retail locations in the U.S. Catalina is currently party to agreements with approximately 59 retailer partners to utilize Catalina's networked servers and high-speed printers at multiple POS locations in each of the retailers' stores. Catalina Marketing and 14 affiliated entities sought Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York on March 28, 2023. Affiliate PacificCo Inc.'s case (Bankr. S.D.N.Y. Case No. 23-10470) is the lead case. The Debtors listed $100 million to $500 million in estimated assets and liabilities on a consolidated basis. The petitions were signed by Michael Huffmaster as chief financial officer. The Hon. Philip Bentley oversees the 2023 cases. Garty T. Holtzer, Esq., Kevin Bostel, Esq., and Rachael Foust, Esq., at Weil, Gotshal & Manges LLP, serve as the Debtors' counsel. FTI Consulting, Inc., serves as the Debtors' financial advisor. Houlihan Lokey is the Debtors' investment banker. Kurtzman Carson Consultants LLC is the Debtors' claims, noticing and solicitation agent. Catalina and several affiliates previously sought Chapter 11 bankruptcy protection on Dec. 12, 2018 with a prepackaged plan that would reduce debt by $1.6 billion. The 2018 lead case was In re Checkout Holding Corp. (Bankr. D. Del. Case No. 18-12794). In the 2018 petition, Catalina disclosed funded debt of $1.9 billion as of the bankruptcy filing. Assets were in the range of $1 billion to $10 billion. On January 31, 2019, the Hon. Kevin Gross confirmed the company's Plan of Reorganization allowing Catalina to reduce debt by more than 80% from about $1.9 billion to about $280 million upon emergence. In the 2018 Plan, first lien lenders owed $55 million on a first lien revolver and $1.02 billion on a first lien term loan were slated to receive their pro rata share of 90% of the equity in the reorganized Debtors, subject to dilution by a contemplated management incentive plan. Second Lien Lenders owed $460 million on a second-lien term loan were to receive their pro rata share of 10% of the New Common Stock, subject to dilution. Allowed general unsecured claims were paid in the ordinary course and otherwise unimpaired. PARADOX RESOURCES: 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 Paradox Resources, LLC and its affiliates. The committee members are: 1. Halliburton Energy Services Inc. Jessica Huey, Region CFS Manager 3000 N. Sam Houston Parkway E Houston, TX 77032 Tel: (281) 871-6775 Email: Jessica.hannaman@halliburton.com Counsel: Jeff Carruth Weycer Kaplan Pulaski & Zuber P.C. 24 Greenway Plaza, Suite 2050 Houston, TX 77046 Tel: (713) 341-1158 Email: jcarruth@wkpz.com 2. Phoenix Services Jeffrey D. Williams, President P.O. Box 3483 Farmington, NM 87499 Tel: (505) 793-1110 Email: lunaxokie@yahoo.com Vicki Cox Tel: (505) 325-1125 Email: Vicki@phoenix-servicesllc.com 3. Ivan Ware & Son, Inc. d/b/a WARE Hank Heissenbuttel 3401 Bashford Avenue Court Louisville, KY 40218 Tel: (502) 968-2211 Fax: (502) 968-2216 Email: info@wareinc.com Counsel: Elizabeth B. Noland Fultz Maddock Dickens PLC 101 S. Fifth Street, 27th Floor Louisville, KY 40202 Tel: (502) 992-5042 Fax: (502) 588-2020 Email: ebnoland@fmdlegal.com 4. Quality Compression Services, Inc. Rob Howell P.O. Box 364 Dove Creek, CO 81324 Tel: (970) 739-5785 Fax: (970) 677-2318 Email: Howell.quality@gmail.com 5. CJ Construction, Inc. Corey Johnson P.O. Box 510 Montezuma Creek, UT 84534 Tel: (505) 609-5608 Email: Corey@cjconstructioncorp.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 Paradox Resources Paradox Resources, LLC is a Houston-based integrated energy company that now owns multiple producing oil and gas fields. Paradox Resources sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texsa Lead Case No. 23-90558) on May 22, 2023. In the petition signed by its chief executive officer, Todd A. Brooks, the Debtor disclosed $50 million to $100 million in both assets and liabilities. Judge David R. Jones oversees the case. The Debtor tapped Okin Adams Bartlett Curry, LLP as legal counsel; Stout Risius Ross, LLC as restructuring advisor; and Donlin, Recano & Co., Inc. as notice, claims and balloting agent. PHOTO HOLDINGS: S&P Downgrades ICR to 'SD' on Subpar Debt Exchange ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Photo Holdings LLC (doing business as Shutterfly) to 'SD' (selective default) from 'CC'. At the same time, S&P lowered its issue-level rating on the company's senior secured debt to 'D' from 'CC'. S&P said, "We lowered our ratings on Shutterfly following the completion of its subpar debt exchange. The company executed the final settlement of its exchange offer, which we view as distressed and tantamount to a default because its lenders received less than they were originally promised." More specifically: -- The exchange price represented 90 cents per dollar of original principal value for the secured debt; -- The existing first-lien debt shifted to a second-lien position; and -- The interest rate shifted to PIK from cash (50% PIK on the secured debt and 100% PIK on the unsecured debt). The transaction created a new subsidiary that does not guarantee the company's previous term loan or senior secured notes. Shutterfly transferred trademarks and customer data across certain brands to the new subsidiary as collateral to support the new debt. This transfer effectively subordinated the non-participating lenders with respect to the assets held at the new subsidiary, which--in S&P's view--encouraged participation. The transaction includes the issuance of $200 million of new debt in the form of a new first-lien term loan and senior secured notes. The participating lenders exchanged the previous term loan and notes for a pro rata share of the new, second-lien debt held at the new subsidiary. Similarly, the transaction also involved the exchange of the existing revolving credit facility for a new second-lien facility at the new subsidiary. The exchange was completed at a rate of 90 cents per dollar for the participating lenders. Non-participating lenders do not have a claim against the assets held at the new subsidiary and substantially all of the restrictive covenants in their debt agreement were removed. The company exchanged new unsecured debt held at the new subsidiary for its existing unsecured debt at par. S&P said, "We plan to reevaluate our issuer credit rating in the near term to reflect the company's new capital structure and liquidity position. Our review will focus on the long-term viability of Shutterfly's capital structure, its recent performance, and our forward-looking opinion of its creditworthiness." POLAR US BORROWER: MetWest Fund Marks $254,500 Loan at 16% Off -------------------------------------------------------------- Metropolitan West Fund's Flexible Income Fund has marked its $254,500 loan extended to Polar U.S. Borrower LLC to market at $213,007 or 84% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in MetWest Fund's Form N-CSR for the fiscal year ended March 31, 2023, filed with the Securities and Exchange Commission. Flexible Income Fund is a participant in a First Lien Term Loan (SOFR plus 4.75%) to Polar U.S. Borrower LLC. The loan accrues interest at a rate of 9.02% per annum. The loan matures on October 15, 2025. The Metropolitan West Funds is an open-end management investment company organized as a Delaware statutory trust on December 9, 1996 and registered under the Investment Company Act of 1940, as amended. Metropolitan West Asset Management, LLC, a federally registered investment adviser, provides the Funds with investment management services. The Trust currently consists of 14 separate portfolios. Polar US Borrower, LLC is the pass-through entity of ultimate parent, SK Blue Holdings, LP, an affiliate of private investment firm, SK Capital Partners. SI Group manufactures performance additives for use in polymer, rubber, lubricants, fuels, adhesives applications, surfactants in addition to some specialty chemicals. POLAR US: DoubleLine OCF Marks $58,405 Loan at 16% Off ------------------------------------------------------ DoubleLine Opportunistic Credit Fund has marked its $58,405 loan extended to Polar US Borrower LLC to market at $48,883 or 84% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured First Lien Term Loan (6 Month Secured Overnight Financing Rate + 4.75%) to Polar US Borrower LLC. The loan accrues interest at a rate of 9.2% per annum. The loan matures on October 15, 2025. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. Polar US Borrower, LLC is the pass-through entity of ultimate parent, SK Blue Holdings, LP, an affiliate of private investment firm, SK Capital Partners. SI Group manufactures performance additives for use in polymer, rubber, lubricants, fuels, adhesives applications, surfactants in addition to some specialty chemicals. PRECISION FORGING: Court OKs Deal on Cash Collateral Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Precision Forging Dies, Inc. to use cash collateral on an interim basis, in accordance with its agreement with Umpqua Bank. As previously reported by the Troubled Company Reporter, the Debtor on August 4, 2011, made and executed a U.S. Small Business Administration Note with a 12-year repayment term in favor of Commerce National Bank in the principal amount of $932,000, together with interest on the unpaid principal at the variable annual percentage rate equal to Wall Street Journal Prime rate plus 2.75%. The Note matures in August 2023, at which point the entire amount owing under the Note will be fully due. Pursuant to the terms of a Commercial Security Agreement, the Debtor granted Commerce National Bank a broad, "blanket" security interest its assets, including a purchase money security in specific equipment. On August 4, 2011, Dan Kloss gave an Unconditional Guarantee personally guaranteeing the $932,000 financed pursuant to the Note. Subsequently, pursuant to a Landlord's Agreement and Consent to Assignment of Lease dated August 4, 2011: (a) the Debtor assigned its rights under the Lease of the commercial real property located at 10710 Sessler Street South Gate, CA 90280 as partial security for its obligations under the Note to Commerce National Bank; and (b) the landlords Dan Kloss and Joanna Kloss consented to Commerce National Bank's security interest in the Collateral and subordinate their own interests, liens and claims. Commerce National Bank duly perfected its security interest in the Collateral by filing and recording UCC Financing Statements and Amendments. Effective October 1, 2013, Commerce National Bank merged with and into Sterling Savings Bank. Effective April 18, 2014, Sterling Savings Bank merged with and into Umpqua Bank. On November 23, 2020, Umpqua Bank, the Debtor and Kloss entered into a Change in Terms Agreement to defer and re-amortize certain payments into the existing loan balance, with no change in the original loan maturity date of August 1, 2023. The parties agreed that the Debtor may use cash collateral consistent with the terms of the Budget. As adequate protection, Umpqua Bank will be granted post-petition replacement liens on the Collateral, to the same extent and priority as any duly perfected and unavoidable liens in cash collateral held by Umpqua as of the Petition Date. Commencing July 1, 2023, the Debtor will tender monthly adequate protection payments of $5,000 to Umpqua. A copy of the order is available at https://urlcurt.com/u?l=HyA1cv from PacerMonitor.com. About Precision Forging Dies, Inc. Precision Forging Dies, Inc. specializes in precision manufacturing and servicing of structural components, tooling, and turbines for military, commercial and space industries. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-12015) on April 3, 2023. In the petition signed by Dan Kloss, chief executive officer, chief financial officer, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Julia W. Brand oversees the case. Robert P. Goe, Esq., at Goe Forsythe and Hodges LLP, represents the Debtor as legal counsel. PRETIUM PKG: DoubleLine OCF Marks $155,000 Loan at 64% Off ---------------------------------------------------------- DoubleLine Opportunistic Credit Fund has marked its $155,000 loan extended to Pretium PKG Holdings, Inc to market at $99,426 or 36% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured Second Lien Term Loan (3 Month LIBOR USD + 6.75%, 0.50% Floor) to Pretium PKG Holdings, Inc. The loan accrues interest at a rate of 11.54% per annum. The loan matures on September 30, 2029. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic containers for variety of end markets, including food and beverage, chemicals, healthcare, wellness and personal care. Pretium PKG Holdings, Inc. is a portfolio company of Clearlake since January 2020. PRETIUM PKG: DoubleLine OCF Marks $155,000 Loan at 64% Off ---------------------------------------------------------- DoubleLine Opportunistic Credit Fund has marked its $155,000 loan extended to Pretium PKG Holdings, Inc to market at $99,427 or 36% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured Second Lien Term Loan (3 Month LIBOR USD + 6.75%, 0.50% Floor) to Pretium PKG Holdings, Inc. The loan accrues interest at a rate of 11.76% per annum. The loan matures on September 30, 2029. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic containers for variety of end markets, including food and beverage, chemicals, healthcare, wellness and personal care. Pretium PKG Holdings, Inc. is a portfolio company of Clearlake since January 2020. PUG LLC: DoubleLine OCF Marks $628,000 Loan at 28% Off ------------------------------------------------------ DoubleLine Opportunistic Credit Fund has marked its $628,405 loan extended to Pug LLC to market at $454,023 or 72% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 4.25%, 0.50% Floor) to Pug LLC. The loan accrues interest at a rate of 9.09% per annum. The loan matures on February 13, 2027. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. PUG LLC provides an online marketplace for secondary tickets along with payment support, logistics, and customer service. It acquired the StubHub business of eBay Inc. R&G DEVELOPMENT: Seeks Approval of Disclosure Statement ------------------------------------------------------- Judge Marc Barreca has entered an order granting the ex parte motion for an order shortening the time for hearing on R&G Development Group, LLC's Disclosure Statement for Plan of Liquidation and/or Reorganization. The hearing on the Debtor's Disclosure Statement for Plan of Liquidation and/or Reorganization will be held on Thursday, June 22, 2023 at 9:30 a.m. in the U.S. Courthouse, 700 Stewart St., Courtroom 7106, Seattle, WA 98101, with responses due on Tuesday, June 20, 2023, and the attorneys conference prescribed by Local Bankruptcy Rule 3017-1(b) taking place on or before June 21, 2023. In a court filing on June 21, the Debtor says the Plan provides for, and the Disclosure Statement clearly describes, the pending PCHS Sale or, if such sale does not close as anticipated, the immediate marketing and sale or 60-day refinance with respect to the Project. The Plan further provides, and the Disclosure Statement describes, the timing for resolution of any objections to claims and the subsequent prompt disbursement of funds on account of such resolved or allowed claims. The Debtor thus requests that the Court approve the Amended Disclosure Statement and set a hearing on confirmation with respect to the same. The Debtor proposes to pay BRMK Lending, LLC, the amount of its existing loan claim, as agreed between the parties, or as resolved by the Court from the proceeds of the PCHS Sale or, if such sale does not close as anticipated, through the proceeds of a subsequent sale or refinance to be pursued immediately. This would allow payment of the Resolved BRMK LoanClaim and the allowed claims of all other creditors as soon as possible pursuant to their relative priorities as described in the Plan. Attorneys for R&G Development, LLC: Christine M. Tobin-Presser, Esq. BUSH KORNFELD LLP LAW OFFICES 601 Union St., Suite 5000 Seattle, WA 98101-2373 Telephone (206) 292-2110 Facsimile (206) 292-2104 About R&G Development Group R&G Development Group 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. R.P. RUIZ: Unsecureds Owed $4M to Get $137K in Plan --------------------------------------------------- R.P. Ruiz Corporation submitted a Third Amended Chapter 11 Plan. Under the Plan, Class 5 General Unsecured Claims having a total scheduled of $4,034,080.77 and total claims filed is $6,242,711. Creditors will be paid at monthly interval for $2,500 per month. The total payout is $137,250. Class 5 is impaired. The Plan will be funded by the Debtor's business operation. The Debtor anticipates having monies of $7,000 on hand at the Plan's Effective Date from ongoing operations. No assets will be sold to fund the Plan. Confirmation hearing will be on June 14, 2023 at 2:00 p.m. in Courtroom 5-D, 411 W 4th St., Santa Ana, CA 92701. Attorneys for the Debtor-in-Possession: Steven R. Fox, Esq. THE FOX LAW CORPORATION, INC. 17835 Ventura Blvd., Ste 306 Encino, CA 91316 Tel: (818) 774-3545 Fax: (818) 774-3707 E-mail: srfox@foxlaw.com A copy of the Third Amended Chapter 11 Plan dated June 9, 2023, is available at bit.ly/3Pf87cf from PacerMonitor.com. About R. P. Ruiz, Corporation R. P. Ruiz, Corporation is a concrete subcontractor. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-10501) on July 5, 2022. In the petition signed by Richard Ruiz, Jr., president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Ronald A. Clifford III oversees the case. Steven R. Fox, Esq., at The Fox Law Corporation, Inc. is the Debtor's counsel. RADIOLOGY PARTNERS: DoubleLine OCF Marks $500,000 Loan at 19% Off ----------------------------------------------------------------- DoubleLine Opportunistic Credit Fund has marked its $500,000 loan extended to Radiology Partners, Inc to market at $405,467 or 81% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured First Lien Term Loan (1 Month LIBOR USD + 4.25%) to Radiology Partners, Inc. The loan accrues interest at a rate of 8.88% per annum. The loan matures on July 9, 2025. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. Radiology Partners, Inc. operates as a health care testing center. The Company offers diagnostic and interventional radiology services by local radiologists. Radiology Partners serves customers in the United States. RANDAZZO'S CLAM: Taps Ross Strent and Company as Accountant ----------------------------------------------------------- Randazzo's Clam Bar of NY Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Ross Strent and Company, LLP as its accountant. The firm's services include: (a) performing bookkeeping and accounts receivable and payable functions; (b) preparing federal, state and city tax filings, tax returns, 940 and 941 filings, and monthly operating reports; (c) other accounting services, which may be necessary in the course of the Debtor's reorganization proceeding. The firm will receive a fixed monthly fee of $2,500 for its services and reimbursement of expenses. The Debtor provided the firm with a retainer of $7,000. Todd LaMendola, CPA, a partner at Ross Strent and Company, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Todd LaMendola, CPA Ross Strent and Company LLP 1860 Walt Whitman Road Suite 900 Melville, NY 11747 Tel: (631) 629-4488 Email: cpa@rossstrent.com About Randazzo's Clam Bar of NY Randazzo's Clam Bar NY Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-41151) on April 3, 2023, with as much as $1 million in assets and $100,001 to $500,000 in liabilities. Judge Nancy Hershey Lord oversees the case. The Debtor tapped Vincent M. Lentini, Esq., as bankruptcy attorney and Ross Strent and Company, LLP as accountant. Secured creditors Novac Equities, LLC and Forever Funding, LLC are represented by Todd A. Zuckerbrod, Esq. RANGER OIL: S&P Ups ICR to 'B+' on Acquisition by Baytex Energy --------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Ranger Oil Corp. to 'B+' (the same level as its issuer credit rating on Baytex) from 'B' and removed it from CreditWatch, where S&P placed it with positive implications on Feb. 28, 2023. The outlook is stable. S&P raised its issue-level rating on Ranger's unsecured notes to 'BB-' from B+, equalizing with its ratings on Baytex's unsecured notes. Subsequently, S&P withdrew all its ratings on Ranger. RE-CONNECT MY LIFE: Taps George Jacobs as Bankruptcy Attorney ------------------------------------------------------------- Re-Connect My Life Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ George Jacobs, Esq., a practicing attorney in Flint, Mich., to handle its Chapter 11 case. Mr. Jacobs will be paid an hourly fee of $325 for his services and will be reimbursed for out-of-pocket expenses incurred. The Debtor paid the attorney the sum of $5000 as retainer. Mr. Jacobs disclosed in a court filing that he is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Mr. Jacobs holds office at: George E. Jacobs, Esq. 2425 S. Linden Rd., Ste. C Flint, MI 48532 Tel: (810) 720-4333 Email: george@bklawoffice.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. Charles Mouranie of CMM & Associates has been appointed as Subchapter V trustee. Judge Joel D. Applebaum oversees the case. The Debtor is represented by George E. Jacobs, Esq., at the Bankruptcy Law Offices. REAMIR 57 CORP: Seeks Another 90-Day Extension to Confirm Plan -------------------------------------------------------------- Reamir 57 Corp. filed a motion to extend its time to confirm a Chapter 11 Small Business Plan of Reorganization and Disclosure Statement pursuant to 11 U.S.C. Section 1121(e). The Debtor requests an extension of the time by which a Plan of Reorganization should be confirmed for an additional 90 days, through and including Oct. 16, 2023. This second request is not made for the purpose of delay. This extension is necessary due to the fact, that the time to confirm a plan is set to expire on July 17, 2023, but the hearing on the Debtor's Disclosure Statement was adjourned to July 18, 2023, and in the event the filed Chapter 11 Small Business Disclosure statement and/or plan of reorganization are needed to be amended or revised, the Debtor will need an additional time in order to comply with the provisions of the Bankruptcy Code. Further, on May 8, 2023, the Debtor filed a motion to compel 508 Columbus Property LLC, the Landlord, to entered into Stipulation of Settlement. The hearing on the Debtor's motion to compel was also adjourned to July 18, 2023. Furthermore, the Debtor needs an additional time to finalize the Settlement agreement with 100 West 74th Street LLC, to file a 9019 motion, and thereafter to amend a plan and disclosure statement, incorporating the reached terms. Simply put, the Debtor needs additional time to proceed with the motion to compel, to finalize the settlement agreement, to obtain approval of reached settlement terms and thereafter to filed an Amended Plan and Disclosure Statement. Attorney for the Debtor: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 About Reamir 57 Corp. Reamir 57 Corp. owns four barber shops in Columbus Circle area of Manhattan, NY. Reamir 57 Corp. filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 21-42294) on Sept. 8, 2021, disclosing as much as $1 million in both assets and liabilities. Judge Nancy Hershey Lord oversees the case. The Debtor tapped the Law Offices of Alla Kachan, P.C., as its legal counsel and Wisdom Professional Services, Inc., as its accountant. RELOADED GAMES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Reloaded Games, Inc. 5904 Warner Avenue, Suite A #140 Huntington Beach, CA 92649 Chapter 11 Petition Date: June 21, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-11269 Judge: Hon. Scott C. Clarkson Debtor's Counsel: James Andrew Hinds, Jr., Esq. THE HINDS LAW GROUP, APC 2390 Crenshaw Blvd., Ste. 240 Torrance CA 90501 Tel: (310) 617-1877 Email: jhinds@hindslawgroup.com Total Assets: $59,512 Total Liabilities: $2,366,660 The petition was signed by Bjorn Book-Larsson as CEO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZE3OWKY/RELAODED_GAMES_INC__cacbke-23-11269__0001.1.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Y3RKERY/RELAODED_GAMES_INC__cacbke-23-11269__0001.0.pdf?mcid=tGE4TAMA RENTPATH INC: DoubleLine OCF $21,564 Loan Has 99% Markdown ---------------------------------------------------------- DoubleLine Opportunistic Credit Fund has marked its $21,564 loan extended to RentPath, Inc to market at $323 or 1% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured First Lien Term Loan (Prime Rate + 0.00%) to RentPath, Inc. The loan accrues interest at a rate of 3.25% per annum. The loan matures on April 25, 2024. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. RentPath, Inc. provides digital classified advertising for apartment leasing and new home sales. The company operates a number of web properties including ApartmentGuide.com, Rentals.com, and RentalHouses.com. RIVERBED TECHNOLOGY: DoubleLine OCF Marks $232,974 Loan at 64% Off ------------------------------------------------------------------ DoubleLine Opportunistic Credit Fund has marked its $232,974 loan extended to Riverbed Technology, Inc to market at $73,853 or 32% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured First Lien Term Loan (3 Month LIBOR USD + 6.00% + 2.00% PIK, 1.00% Floor) to Riverbed Technology, Inc. The loan accrues interest at a rate of 10.84% per annum. The loan matures on December 7, 2026. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. Riverbed Technology, Inc. provides application performance monitoring, cloud migration, network performance monitoring, and security solutions. Riverbed Technology serves customers globally. ROGER T. BRILL: Case Summary & 10 Unsecured Creditors ----------------------------------------------------- Debtor: Roger T. Brill, M.D., F.A.C.S. P.A. 6716 NW 11th Place, Ste 100 Gainesville, FL 32605 Business Description: The Debtor offers cosmetic and reconstructive plastic surgery. Chapter 11 Petition Date: June 22, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-01452 Debtor's Counsel: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC 1501 E. Concord Street Orlando, FL 32803 Tel: 407-894-6834 Fax: 407 894 8559 Email: jeff@bransonlaw.com Total Assets: $132,727 Total Liabilities: $1,162,823 The petition was signed by Roger T. Brill M.D. as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3WFAS3I/Roger_T_Brill_MD_FACS_PA__flmbke-23-01452__0001.0.pdf?mcid=tGE4TAMA ROLLIN DIRTY: Taps Troutman Law Firm as Bankruptcy Counsel ---------------------------------------------------------- Rollin Dirty LLC seeks approval from the U.S. Bankruptcy Court for the District of Oregon to employ Troutman Law Firm, PC to handle its Chapter 11 case. The firm will charge an hourly fee of $495 for attorney time and $220 for paralegal time. The retainer is $10,000. Ted Troutman, Esq., an attorney at Troutman Law Firm, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ted A. Troutman, Esq. Troutman Law Firm, PC 5075 SW Griffith Dr., Suite 220 Beaverton, OR 97005 Tel: (503) 292-6788 Fax: (503) 596-2371 Email: tedtroutman@sbcglobal.net About Rollin Dirty Rollin Dirty, LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Ore. Case No. 23-31150) on May 23, 2023, with as much as $1 million in both assets and liabilities. Judge Teresa H. Pearson oversees the case. The Debtor is represented by Ted A. Troutman, Esq., at Troutman Law Firm, PC. ROOSEVELT INN: PICC Notes of Unresolved Issues in Plan ------------------------------------------------------ Philadelphia Indemnity Insurance Company ("PIIC"), a party in interest, files its joinder to Samsung Fire & Marine Insurance Co., Ltd. (U.S. Branch)'s Response to Roosevelt Inn, LLC and Roosevelt Motor Inn, Inc.'s Motion to Approve their Second Amended Disclosure Statement and Nationwide Mutual Insurance Company and Harleysville Preferred Insurance Company's Response to Debtors' Motion to Approve their Second Amended Disclosure Statement. PIIC adopts the arguments set forth in the Responses. In the DJ Action, PIIC asserted as a defense, inter alia, that "[t]he PIIC Policies do not cover claims arising out of sexual abuse, as alleged in the [State Court] Actions. Coverage for the purported claims and other relief sought in the [State Court] Actions is expressly barred by an Abuse or Molestation Exclusion Endorsement in each of the PIIC CGL Policies . . . ." On May 16, 2023, the court in the DJ Action entered a final judgment in favor of the insurer parties. On or about June 1, 2023, UFVS Management Company, LLC; Roosevelt Motor Inn, Inc.; Roosevelt Inn, LLC; and Yagna Patel collectively filed a Notice of Appeal from the entry of final judgment. As set forth at length in the Responses, there are a number of issues yet to be resolved by the parties with respect to Debtors' Second Amended Plan. Accordingly, while PIIC does not object to the approval of Debtors' proposed Second Amended Disclosure Statement, PIIC nevertheless reserves the right to assert further and additional objections to the confirmation of Debtors' proposed Second Amended Plan and related Plan Documents (and any further changes or modifications thereto), as well as to any further amendments or revisions to Debtors' Second Amended Disclosure Statement. PIIC further expressly reserves all rights and defenses asserted in the DJ Action as they may pertain to this proceeding. Attorneys for Philadelphia Indemnity Insurance Company: Bruce W. McCullough, Esq. BODELL BOVÉ, LLC 1225 N. King Street, Suite 1000 Wilmington, DE 19801-3250 Tel: (302) 655-6749 Fax: (302) 655-6827 E-mail: bmccullough@bodellbove.com - and - Louis A. Bove, Esq. Rex F. Brien, Esq. BODELL BOVE, LLC 1845 Walnut Street, Suite 1100 Philadelphia, PA 19103 Tel: (215) 864-6600 Fax: (215) 864-6610 E-mail: lbove@bodellbove.com rbrien@bodellbove.com 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. SAN ANTONIO ASPHALT: Taps Heidi McLeod Law as Counsel ----------------------------------------------------- San Antonio Asphalt & Maintenance, LLC received approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Heidi McLeod Law Office, PLLC to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising and consulting with the Debtor as to its powers and duties in the continued operation of its business and management of its properties during bankruptcy; (b) taking actions as may be necessary to preserve and protect the Debtor's assets including, if required by the facts and circumstances, the prosecution of adversary proceedings and other actions on the Debtor's behalf, the defense of actions commenced against the Debtor, negotiations concerning litigations in which the Debtor is involved, the filing of objections to disputed claims filed against the Debtor's estate, and estimation of claims against the estate; (c) preparing legal documents; and (d) assisting the Debtor in the development, negotiation and confirmation of a plan of reorganization and the preparation of a disclosure statement. The firm will be paid at these rates: Heidi McLeod $450 per hour Associate $225 per hour Legal Assistant $125 per hour Heidi McLeod, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Heidi McLeod, Esq. Heidi McLeod Law Office, PLLC 3355 Cherry Ridge, Ste. 214 Tel: (210) 853-0092 Fax: (210) 853-0129 Email: heidimcleodlaw@gmail.com About San Antonio Asphalt & Maintenance San Antonio Asphalt & Maintenance, LLC filed a Chapter 11 bankruptcy petition (Bankr. W.D. Texas Case No. 23-50646) on May 31, 2023, with as much as $1 million in both assets and liabilities. Judge Craig A. Gargotta oversees the case. The Debtor is represented by Heidi McLeod, Esq., at Heidi McLeod Law Office, PLLC. SECURUS TECHNOLOGIES: DoubleLine OCF Marks $76,302 Loan at 28% Off ------------------------------------------------------------------ DoubleLine Opportunistic Credit Fund has marked its $76,302 loan extended to Securus Technologies Holdings, Inc to market at $54,785or 72% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured First Lien Term Loan (3 Month LIBOR USD + 4.50%, 1.00% Floor) to Securus Technologies Holdings, Inc. The loan accrues interest at a rate of 9.66% per annum. The loan matures on November 1, 2024. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. Based in Dallas, Texas, Securus Technologies Holdings, Inc. is one of the largest providers of telecommunication services to correctional facilities, with a presence in 50 states, Washington DC, and Canada. Securus is owned and controlled by the private equity firm Platinum Equity, LLC. SIO2 MEDICAL: To Seek Plan Confirmation on July 18 -------------------------------------------------- Judge John T. Dorsey has entered an order approving the Disclosure Statement of Sio2 Medical Products, Inc., et al. as providing Holders of Claims or Interests entitled to vote on the Plan with adequate information to make an informed decision as to whether to vote to accept or reject the Plan in accordance with section 1125(a)(1) of the Bankruptcy Code. The following dates are established (subject to modification as necessary) with respect to the solicitation of votes to accept or reject the Plan, as well as to file objections to the Plan and Disclosure Statement and approve the Disclosure Statement and confirm the Plan, respectively: The Voting Record Date will be on June 7, 2023. The Solicitation Deadline will be 3 days following the entry of the Order. The Publication Deadline will be 5 days following the entry of the Order. The Plan Supplement Deadline will be on July 3, 2023. The Voting Deadline will be on July 10, 2023, at 4:00 p.m., prevailing Eastern Time. The Opt-Out Deadline will be on July 10, 2023, at 4:00 p.m., prevailing Eastern Time. The Plan Objection Deadline will be on July 10, 2023, at 4:00 p.m., prevailing Eastern Time. The Deadline to File Voting Report will be on July 14, 2023, at 4:00 p.m., prevailing Eastern Time. The Confirmation Hearing Date will be on July 18, 2023, at 11:00 a.m., prevailing Eastern Time. Sio2 Medical Products, Inc., et al. submitted a Disclosure Statement for the Joint Chapter 11 Plan of Reorganization. On March 29, 2023, the Debtors commenced these Chapter 11 Cases in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") with a clear path to emergence and support from their first lien lenders, Oaktree Capital Management, L.P. and certain of its affiliates and funds (together, the "Initial Plan Sponsors" or "Oaktree"). The restructuring support agreement, attached hereto as Exhibit B (together with all exhibits thereto, and as amended, restated, and supplemented from time to time, the "Restructuring Support Agreement") enjoys the support of Oaktree as holders of 100% of the Debtors' first lien term loan facility (the "First Lien Term Loan," and such holders, the "Consenting First Lien Term Loan Lenders"). Pursuant to the Restructuring Support Agreement, Oaktree will serve as the Initial Plan Sponsors and support the restructuring transactions embodied in the Restructuring Support Agreement and the Plan (the "Restructuring Transactions"). Effectuating such Restructuring Transactions will enable the Debtors to substantially reduce their funded-debt obligations and to emerge from the Chapter 11 Cases on an expedited basis with a right-sized balance sheet and a streamlined business model poised for success in a dynamic environment. The Restructuring Transactions contemplate preserving the SiO2 business—including nearly 250 jobs—through these chapter 11 cases. The restructuring has three main components: First, Oaktree has agreed to fund approximately $60 million (exclusive of fees) in new money under the superpriority debtor-in-possession financing facility (the "DIP Facility," and the claims created by the DIP Facility, the "Allowed DIP Claims"), to fund these chapter 11 cases. Second, Oaktree committed to serve as the Initial Plan Sponsors and equitize its Allowed DIP Claims and Allowed First Lien Term Loan Claims into 100% ownership of Reorganized SiO2 through the Plan, subject to the Company meeting certain milestones and other requirements set forth in the Restructuring Support Agreement, and Oaktree's ability to move away from the Plan and purchase the assets of the Debtors if a Toggle Trigger 4 occurs. Third, Oaktree agreed to subject its recovery under the Plan to potential overbids pursuant to the Bidding Procedures (as defined herein). Oaktree has agreed that it will not bid in the sale process, and has agreed that it will not receive a reimbursement of fees and expenses, or a break-up fee, if another bidder or combination of bidders overbids the Baseline Bid. Oaktree has indicated that it may consent to a recovery different than what is currently contemplated under the Plan, including providing an exit facility to the Reorganized Debtors in the form of take-back debt. Initial indications of interest for the sale process were due on May 12, 2023, and as of that date, the Debtors received four IOIs. The Debtors will continue to work with potential bidders, even if they have not submitted an IOI, in the period leading up to the bid deadline. The final bid deadline for the sale process is June 12, 2023. The Company's proposed investment banker in these chapter 11 cases, Lazard Frères & Co. LLC ("Lazard"), is conducting the Marketing Process (as defined herein) for the sale of the Company, and interested parties can obtain the Bidding Procedures at Docket No. 205. As further described in the Declaration of Yves Stef en, Chief Executive Of icer of SiO2 Medical Products, Inc., in Support of Chapter 11 Filing and First Day Motions (the "First Day Declaration"), SiO2 was formed in 2012, when Company founder Robert S. Abrams was approached by the Children's Hospital at Stanford University to utilize cutting edge research to produce a solution to sub-visible particles found in traditional glass syringes and vials. Such particles produced severe adverse reactions in pre-mature babies, and a solution would have the potential to save the lives of 20-25 babies each year at that hospital alone. As a result of SiO2's efforts over the next ten years, the Company now has produced chemically and thermally (up to 121°C) stable materials with leading durability and purity standards, decreasing sub-visible particles to virtually zero. Since its inception, the Company has quickly grown its portfolio of innovative solutions, expanded its high-quality range of products, and increased its reach within the pharmaceutical and biotechnological industries. The Company holds 245 patents for innovative solutions across applications including: hybrid materials, barrier coating, molecular biology preservation, and quality control processes. The Company's technologies are utilized in the consumer healthcare, pharma and biotech, and molecular diagnostics industries and allow increased beneficial properties including: increased strength, decreased extractables and particles, and adaptability for extreme temperatures and high pH levels. In its relatively short history, SiO2 has made significant strides in bringing its proprietary pharmaceutical and biotechnological materials to market. But, like many high growth companies, SiO2 has required significant funding to support operations, which has been exacerbated by additional expenses and strategy shifts after SiO2 entered into large-scale contracts with the U.S. Government to facilitate distribution of the COVID-19 vaccine. The expenses related to these contracts, the rapid shifts in product demands, and the Company's unsustainable capital structure, among other things, resulted in severely limited liquidity. The Company's early technological breakthroughs in the pharmaceutical and biotechnological industries led to a massive expansion of its intellectual property portfolio, from one patent in 2012 to nearly 250 today. This development has been capital intensive. Since its founding, the Company has raised and invested more than $800 million to support its business. The Company's funding approach was atypical for high-growth, pre-revenue companies, which generally obtain early stage funding through equity-linked capital raises. Rather, SiO2 has a significant amount of secured and convertible debt with cash interest obligations. Additionally, the Company's various series of preferred equity and related rights mean that stakeholders have potentially competing interests and consent rights with respect to corporate actions and ability to raise additional capital. Despite the significant promise of the Company's technology, the Company's revenue at this stage is insufficient to cover cash-based debt obligations and fund operations. Additionally, the Company has debt payments of approximately $42.1 million upcoming in 2023. In the last 12 months, the Company has had negative cash flow of $83 million. The Company spent much of the last year trying to solve capital structure issues, which contributed to its failure to meet obligations to suppliers and customers. In early December 2022, the Company procured a $35 million second lien financing facility from affiliates of equity holder Athos KG ("Athos"), which funding was intended to provide additional capital to pursue a comprehensive out-of-court capital raise process. When out of court balance sheet solutions faltered in the weeks leading up to the Petition Date, the Company, with the assistance of Lazard, decided to initiate a marketing process to solicit proposals for plan sponsorship and for going-concern sales of the Debtors' businesses (the "Marketing Process"), from potential strategic and financial purchasers. Simultaneously, the Debtors worked to build consensus for the Restructuring Transactions contemplated by the Restructuring Support Agreement and the Plan, which are supported by Oaktree and the Debtors. The Restructuring Support Agreement contemplates that the Restructuring Transactions will be consummated through the Chapter 11 Cases under the Bankruptcy Code in the Bankruptcy Court through one of the following: (a) on a prearranged basis pursuant to the Plan; (b) if there is a "Toggle Trigger" (as defined below), a sale of substantially all of the Debtors' assets to Oaktree pursuant to section 363 of the Bankruptcy Code, or (c) through a sale of the New Common Stock or assets of the Debtors to a third-party buyer or buyers pursuant to the Bidding Procedures, each as more fully described below. Also as part of the Restructuring Transactions, the Debtors obtained a $60 million new-money commitment (the "DIP New Money Loans"), while agreeing to roll-up $60 million of the First Lien Term Loan (from a tranche of the First Lien Term Loan to be determined by the Required DIP Lenders) (the "DIP Roll-Up Loans") to fund working-capital and case administration needs under the DIP Facility and claims arising under, derived from, or based upon the DIP Credit Agreement Documents, the DIP Facility, and the DIP Orders, the "DIP Claims"), funded by Oaktree (in their capacities as lenders under the DIP Facility, the "DIP Lenders"). Except to the extent that a Holder of an Allowed DIP Claim agrees to less favorable treatment, on the Effective Date, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for all Allowed DIP Claims, provide each Holder of an Allowed DIP Claim (which shall include fees and interest) with: (i) where an Initial Plan Sponsor is the Plan Sponsor, at the election of the Initial Plan Sponsors, its Pro Rata share of New Common Stock and/or its Pro Rata share of the Exit Financing, or such other treatment agreed by the Debtors and the DIP Lenders; or (ii) where any other party is the Plan Sponsor or the assets of the Debtors are sold pursuant to the Bidding Procedures, payment in full, in Cash, on the Effective Date or such other terms agreed by the DIP Lenders in their sole discretion. Based on the milestones contained in the DIP Credit Agreement, the Debtors are required to move expeditiously through chapter 11 with a target emergence by the end of June or early July. As part of the Final DIP Order approving the DIP Facility, the Debtors stipulated to certain claim amounts and to the validity of certain prepetition liens, and provided certain releases to the DIP Lender, among others. Pursuant to the Final DIP Order, the Committee has up to 75 days from the entry of the Interim DIP Order to investigate and challenge certain aspects of the pre- and post-petition financing and such releases. If the Settlement Term Sheet is not approved (which may be via confirmation of the Plan), the Challenge Period pursuant to the Final DIP Order will be extended for the number of days equal to the period from execution of the Settlement Term Sheet and the Bankruptcy Court's denial of the Settlement Term Sheet. Absent a higher or better bid for the Company's assets or equity, the Plan contemplates distribution of 100% of the New Common Stock in the Reorganized Debtors to the Initial Plan Sponsors issued as of the Plan Effective Date through an equitization of some or all of the Allowed DIP Claims and Allowed First Lien Term Loan Claims pursuant to the Plan (at the discretion of the Initial Plan Sponsors, with any portion of the Allowed DIP Claims and Allowed First Lien Term Loan Claims not so equitized rolled into the Exit Financing) (the "Equitization Restructuring"). In the event of a Toggle Trigger the Initial Plan Sponsors may elect, in consultation with the Debtors, to implement the Restructuring Transactions through a credit bid of some or all of the Allowed DIP Claims and Allowed First Lien Term Loan Claims to purchase the New Common Stock of the Reorganized Debtors or all, substantially all, or one or more subsets of the Debtors' assets through a sale pursuant to section 363 of the Bankruptcy Code on terms and conditions satisfactory to the Initial Plan Sponsors (the "Credit Bid Sale Restructuring"). It is unclear at this time what chapter 11 plan the Debtors would seek to implement in the case of a Credit Bid Sale Restructuring, but as currently contemplated, no other holders of claims in voting classes are currently expected to receive any distributions under the Credit Bid Sale Restructuring, and the Settlement Term Sheet could be terminated in a Credit Bid Sale Restructuring. In the event the Initial Plan Sponsors determine to toggle to a Credit Bid Sale Restructuring, pursuant to the terms of the Restructuring Support Agreement, the Initial Plan Sponsors and the Debtors shall determine an amount of cash to remain in the proposed Debtors' estates, (or for the Initial Plan Sponsors to fund to the Debtors' estates), at or prior to closing of the Credit Bid Sale Restructuring for purposes of winding down the Debtors' estates (through a chapter 11 plan), which amounts shall include, at a minimum, (1) all Allowed Professional Fees (as defined in the DIP Order) incurred or payable prior to the closing of the Credit Bid Sale Restructuring consistent with paragraph 13(b)(iii) of the DIP Order, which amounts shall be funded into an escrow and held in trust for the benefit of the applicable professionals, (2) a wind down budget consisting of (a) estimated professional fees to be incurred after the closing of the Credit Bid Sale Restructuring in an aggregate amount not to exceed $1.5 million (unless agreed otherwise) and (b) other agreed reasonable and ordinary expenses necessary to effectuate a wind down, and (3) all accrued and unpaid wages (and related employee claims), taxes, and other similar agreed reasonable and ordinary course of business costs and expenses incurred by the Debtors prior to the closing of Credit Bid Sale Restructuring in the chapter 11 cases that are not otherwise assumed as part of the Credit Bid Sale Restructuring.5 Any such remaining funds not used by the Debtors after satisfaction of all costs contemplated to be paid in the previous sentence shall be returned to the Initial Plan Sponsors as soon as reasonably practicable after the effective date of the wind-down. Through the Chapter 11 Cases, the Debtors have undertaken a robust market check for the potential sale of all of the New Common Stock or all or substantially all of their assets through the Marketing Process, pursuant to the Bidding Procedures. Through their pre- and post-petition marketing process run by Lazard, the Debtors have entered into 41 non-disclosure agreements and held 19 management presentations with potential bidders to date. Initial indications of interest for the sale process were due on May 12, 2023, and as of that date, the Debtors received four IOIs. The Debtors will continue to work with potential bidders, even if they have not submitted an IOI, in the period leading up to the bid deadline. The final bid deadline for the sale process is June 12, 2023, and provided there are competing bids or combinations of bids that meet the threshold requirements in the Bidding Procedures, an Auction will be held on June 15, 2023. Currently, the Debtors anticipate that a Confirmation or Sale Hearing will occur on July 18, 2023, at 11:00 a.m., prevailing Eastern time. If there is a successful bidder for the New Common Stock or certain assets of the Debtors, that buyer will replace Oaktree as the Plan Sponsor, and the Plan will be effected in the same form, and Holders of Claims in junior Classes will receive any "Excess Sale Proceeds" obtained through the sale. It is not known at this time, and will not be known until after a potential Auction what, if any, Excess Sale Proceeds will be available for distribution. Under the Plan, Class 5 General Unsecured Claims will recover 0%-100% of 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: (i) the General Unsecured Claims Cash Pool; (ii) consideration made available pursuant to the Excess Sale Proceeds Waterfall (if any); (iii) distributions on account of its Liquidation Trust Class A Interests, to the extent provided in Article IV.M.5 of the Plan. 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. Class 5 is impaired. 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 Holders of Allowed General Unsecured Claims, consistent with terms of the Plan. Co-Counsel to the Debtors and Debtors in Possession: Seth Van Aalten, Esq. Justin R. Alberto, Esq. Patrick J. Reilley, Esq. Stacy L. Newman, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Telephone: (302) 625-3131 Facsimile: (302) 325-3117 Facsimile: (302) 325-3117 E-mail: jalberto@coleschotz.com preilley@coleschotz.com snowman@coleschotz.com svanaalten@coleschotz.com - and - Brian Schartz, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 E-mail: bschartz@kirkland.com - and - Joshua M. Altman, Esq. Dan Latona, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 E-mail: josh.altman@kirkland.co dan.latona@kirkland.com A copy of the Order dated June 9, 2023, is available at bit.ly/3N5t0E4 from PacerMonitor.com. A copy of the Disclosure Statement dated June 9, 2023, is available at bit.ly/3X2yS5L from PacerMonitor.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. SKILLSOFT FINANCE: DoubleLine OCF Marks $150,322 Loan at 15% Off ---------------------------------------------------------------- DoubleLine Opportunistic Credit Fund has marked its $150,322 loan extended to Skillsoft Finance, Inc to market at $127,661 or 85% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured First Lien Term Loan (1 Month Secured Overnight Financing Rate + 5.25%, 0.75% Floor) to Skillsoft Finance, Inc. The loan accrues interest at a rate of 10.10% per annum. The loan matures on July 14, 2028. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. SkillSoft Corporation provides cloud-based learning solutions, offering enterprise courseware. SORRENTO THERAPEUTICS: Committee Taps Greenberg Traurig as Counsel ------------------------------------------------------------------ The official committee of equity security holders of Sorrento Therapeutics, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Greenberg Traurig, LLP as co-counsel with Glenn Agre Bergman & Fuentes, LLP. The equity committee requires legal counsel to: a. give advice with respect to the rights, duties and powers of the equity committee in the Debtors' Chapter 11 cases; b. assist the equity committee in its consultations and negotiations with the Debtors, the U.S. Trustee, the official committee of unsecured creditors and other stakeholders (including equity security holders) in connection with the administration of the Debtors' Chapter 11 cases; c. advise the equity committee with respect to matters incident to and in connection with the possible restructuring of the Debtors and any of their non-debtor affiliates and such other matters that may arise with respect to any related negotiations or transactions in these Chapter 11 cases (including corporate and securities litigation); d. communicate with the equity committee's constituents; e. assist the equity committee in any manner relevant to preserving and protecting the rights and interests of equity security holders; f. appear in the bankruptcy court and any other federal, state or appellate court; g. prepare legal papers; and h. perform other necessary legal services. The firm will be paid at these rates: Shareholders $475 to $1,900 per hour Of Counsel $450 to $1,790 per hour Associates $315 to $1,100 per hour Paralegals $85 to $570 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Greenberg disclosed the following: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Yes. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The equity committee and Greenberg Traurig have developed a budget and staffing plan consistent with the proposed fee structure given the expedited nature of the Debtors' cases. Shari Heyen, Esq., a partner at Greenberg Traurig, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Shari L. Heyen, Esq. Greenberg Traurig, LLP 1000 Louisiana Street, Suite 6700 Houston, TX 77002 Tel: (713) 374-3500 Email: heyens@gtlaw.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. On April 10, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent the Debtors' equity security holders. Glenn Agre Bergman & Fuentes, LLP and Greenberg Traurig, LLP serve as the equity committee's bankruptcy counsels. SOUND INPATIENT: DoubleLine OCF Marks $190,000 Loan at 31% Off -------------------------------------------------------------- DoubleLine Opportunistic Credit Fund has marked its $190,000 loan extended to Sound Inpatient Physicians, Inc to market at $130,720 or 69% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured Second Lien Term Loan (3 Month LIBOR USD + 6.75%) to Sound Inpatient Physicians, Inc. The loan accrues interest at a rate of 11.58% per annum. The loan matures on June 26, 2026. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. Sound Inpatient Physicians, Inc. is a provider of physician services in acute, post-acute, emergency medicine, and intensivist facilities through its wholly-owned subsidiaries and affiliated companies. Sound's principal business is to provide hospitalist services to hospitals and health plans designed to improve the well-being of patients while reducing their associated costs through the management of medical care. The company is primarily owned by private equity sponsor Summit Partners and OptumHealth. SPECTRUM BRANDS: S&P Affirms 'B' ICR on Sale of Hardware Segment ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating and revised the outlook to stable from negative on U.S.-based Spectrum Brands Holdings Inc. (Spectrum). S&P said, "We affirmed our issue-level rating of 'BB-' on the company's $600 million senior secured revolving credit facility with a recovery rating of '1', indicating our expectation for very high recovery (90%-100%; rounded estimate: 95%) in the event of a payment default. "We affirmed our 'B' issue-level ratings on the senior unsecured notes we expect to remain outstanding post-repayment, reflecting a recovery rating of '4'. This indicates our expectation for average recovery (30%-50%; rounded estimate: 40%) in the event of a payment default. "We withdrew our ratings on the company's $500 million incremental revolving credit facility that is being terminated. We expect to withdraw our ratings on the company's TLB, and 2025 notes following repayment." Spectrum received $3.6 billion of after-tax net cash proceeds from selling its hardware and home improvement (HHI) segment. The transaction closed June 20, 2023. The company's credit agreement requires Spectrum to use proceeds to pay off its $392 million term loan B (TLB). Additional discretionary debt paydown S&P expects to occur within 30 days of close includes $715 million of borrowings under the company's revolving credit facility, as well as $450 million senior unsecured notes due 2025. S&P said, "Spectrum's strong liquidity is a positive credit factor. We estimate that Spectrum's cash balance at the end of 2023, after paying down debt and transacting shareholder distributions, will be around $1.75 billion. The 'B' rating is predicated on the company prudently managing its excess cash and financial policy, particularly regarding share repurchases. Our rating incorporates Spectrums' intent to preserve its ample liquidity until its businesses clearly begin to recover and make moderate cash-financed de-leveraging acquisitions such that credit metrics strengthen materially from their current very elevated levels. "We expect weak operating performance for Spectrum's remaining businesses and industry-specific challenges. The sale of HHI, the company's best-performing business segment, lowers our view of the business risk. The HPC unit is now the company's largest business. With persistent inflationary pressure and lower discretionary income influencing purchasing decisions at retail for small consumer appliances, HPC sales fell 11.7% year over year in the second quarter of 2022. Moreover, continuation of the trend of unfavorable weather patterns also resulted in a 22% deterioration in year-over-year home and garden (H&G) sales. We do not expect top-line pressures to abate in these segments in the back half of the year, though declines are unlikely to be as severe as the second quarter. We believe higher selling prices implemented over the last 12 months will result in approximately 80 basis points (bps) of gross margin expansion. "We expect that the global pet care (GPC) business will continue to drive low-single-digit percent organic growth, and that it will be the key category the company considers for potential M&A. Notably, the company has modest exposure (less than 20% of GPC sales) to discretionary hard goods, which may continue to see moderate weakness given the slowing rate of pet adoptions post-COVID-19. The company's pet consumable brands (such as companion animal chews and treats) have much more favorable demand trends. "Overall, we do not expect contribution from GPC to offset the stress in the company's other business segments, and these dynamics lead to our base-case assumption for elevated leverage around 13x in 2023. However, we expect the company to deleverage in 2024 as S&P Global Ratings-adjusted EBITDA margins improve modestly and the company pays off its 2026 euro notes in 2024 (absent reinvestment). "The stable outlook reflects our expectation for a strong uplift in the company's liquidity position after the sale of its HHI business and receipt of significant after-tax cash proceeds, notwithstanding the company's $500 million accelerated share repurchase (ASR) program. It also reflects the deleveraging trajectory we anticipate as the company prioritizes debt paydown and reinvestment into the remaining business segments, potentially via M&A. "We could lower the rating if the company does not make EBITDA-accretive investments with excess cash from the sale of HHI, resulting in leverage remaining elevated above 7x with cash balances materially depleted." This could occur if: -- The company transacts share repurchases over the next 12 months that are materially higher than the announced $500 million ASR. -- Profitability for remaining businesses continues to weaken, most likely due to industry headwinds. S&P could raise the rating if industry conditions (particularly in consumer durables) improve materially, and the company sustains S&P Global Ratings-adjusted leverage below 5x. This could occur if: -- The company transacts EBITDA-accretive M&A with excess cash in categories that are more insulated from macroeconomic pressure; -- Further debt paydown remains a capital allocation priority; -- Spectrum restores profitability close to 2021 levels, with adjusted EBITDA margins approaching 10%. ESG Credit Indicators: E-2, S-2, G-2 SPIN HOLDCO: MetWest Fund Marks $269,500 Loan at 16% Off -------------------------------------------------------- Metropolitan West Fund's Flexible Income Fund has marked its $269,500 loan extended to Spin Holdco, Inc to market at $227,342 or 84% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in MetWest Fund's Form N-CSR for the fiscal year ended March 31, 2023, filed with the Securities and Exchange Commission. Flexible Income Fund is a participant in a First Lien Term Loan B (LIBOR plus 4%) to Spin Holdco, Inc. The loan accrues interest at a rate of 8.99% per annum. The loan matures on March 3, 2028. The Metropolitan West Funds is an open-end management investment company organized as a Delaware statutory trust on December 9, 1996 and registered under the Investment Company Act of 1940, as amended. Metropolitan West Asset Management, LLC, a federally registered investment adviser, provides the Funds with investment management services. The Trust currently consists of 14 separate portfolios. Spin Holdco Inc. provides laundry solutions. The Company offers residential and commercial laundry solutions, as well as tire inflation and vacuum vending services at convenience stores and gas stations. Spin Holdco serves clients in North America and Europe. STARRY INC: Names Moulle-Berteaux as CEO Prior to Chapter 11 Exit ----------------------------------------------------------------- Lucia Maffei of Boston Business Journal reports that once-public troubled Internet provider Starry Inc. has named a new CEO a few months ahead of its expected exit from Chapter 11 bankruptcy proceedings, which the company began earlier this 2023. Starry COO Alex Moulle-Berteaux is succeeding Chet Kanojia as CEO effective immediately, the company said Tuesday, June 13, 2023. Kanojia, who started Boston-based Starry in 2016, will serve on the board. In a release, Starry noted that the transition comes as Starry prepares to complete its "reorganization," as cases filed under Chapter 11 of the U.S. Bankruptcy Code are known as. Starry filed for bankruptcy protection about four months ago; in May 2023, the court confirmed its plan of reorganization, which the company says "will set Starry on the path to exit the Chapter 11 proceedings later this summer." In a statement, Kanojia said that the leadership transition has been more than a year in the making, as he turns "energies and focus" on his family. Moulle-Berteaux, a co-founder of Starry, has served as COO since November 2018. In his statement, he said that Starry was founded on the vision to make high speed home broadband access "more affordable and ubiquitous." "That vision will remain the cornerstone of our business as we chart our next path forward," he added. Starry went public in March 2022 through a deal with a special purpose acquisition company. After filing for bankruptcy protection last February, Kanojia made it clear the offering failed to raise as much money as expected. After multiple layoffs, the company now employs approximately 300 workers. BBJ Seven Letter poll: How does Mass. compare to other places to live? Answer our brief questionnaire here. About Starry Group Boston-based Starry Group Holdings, Inc. (NYSE: STRY) is a licensed fixed wireless technology developer and internet service provider. It is an early-stage growth company. Starry Group Holdings and 11 affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10219) on Feb. 20, 2023. As of Sept. 30, 2022, Starry Group had $270.6 million in total assets against $309.7 million in total liabilities. The petitions were signed by William J. Lundregan as authorized officer. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Latham & Watkins, LLP as legal counsel; PJT Partners, LP as investment banker; FTI Consulting, Inc. as financial advisor; and Kurtzman Carson Consultants, LLC as claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by David R. Hurst, Esq. TRUECAR INC: Replaces Darrow as CEO as Restructuring Cuts 24% Staff ------------------------------------------------------------------- Richard Clough of Bloomberg News reports that TrueCar Inc. Chief Executive Officer Michael Darrow stepped down as the online vehicle marketplace announced a cost-cutting plan that will eliminate more than 100 jobs. Jantoon Reigersman, who has served as TrueCar's chief operating officer since March 2022, will take over the top post, according to a statement Wednesday, June 14, 2023. Darrow, who was appointed CEO in 2020 after a stint as interim head, also vacated his board seat. The job cuts, accounting for 24% of TrueCar's workforce, underscore the volatility in the US car market that has been weighing on the likes of used car retailers Carvana Co. and CarMax. About TrueCar Inc. TrueCar, Inc. -- https://www.truecar.com/ -- is an automotive pricing and information website for new and used car buyers. TUESDAY MORNING: Court OKs Cash Collateral on Final Basis --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, authorized Tuesday Morning Corporation and its debtor-affiliates to use cash collateral, on a final basis, in accordance with the final wind down budget. As of the Petition Date, the Debtors' secured creditors included, among others, Wells Fargo Bank, N.A., as administrative agent for itself and on behalf of certain other lenders, as well as 1903P Loan Agent, LLC, as FILO B documentation agent. On September 20, 2022, TM Corp. executed and issued a FILO C Note in favor of TASCR Ventures, LLC. As of the Petition Date, the FILO C Lender contends it is owed the outstanding amount of $7.742 million plus interest and attorneys' fees. The Debtors allege that the FILO C Lender has a first-priority lien against the ABL Collateral and a second-priority lien against the Term Collateral. On May 12, 2023, the Unsecured Creditors' Committee filed its original Adversary Complaint against, among others, TASCR Ventures CA, LLC and TASCR Ventures, LLC, initiating Adversary No. 23-09004, in which the Committee asserts two counts: (i) a count to recharacterize the claims of the defendants as equity; and (ii) a count under 11 U.S.C. section 506(c) to surcharge the defendants' collateral, including its cash collateral. The Debtors did not consent, and intend to file an objection, to the Committee having standing to bring this action. The Adversary Complaint has not been served and no order has been entered by the Court conferring the Committee with standing to pursue this action. TMI, as lead borrower, and each of the remaining Debtors, as guarantors, and Alter Domus (US) LLC, as administrative agent, for itself and on behalf of the other lenders, are parties to that certain Prepetition Term Loan Agreement dated as of December 31, 2020 and as amended from time to time, which provided for a term loan facility in an amount up to $25m million. As of the Petition Date, the Term Lenders contend they are owed an aggregate amount equal to at least $26.6 million, plus fees and costs. The Debtors allege that the Term Lenders hold a first-priority lien against the Term Collateral and a second priority lien against the ABL Collateral. As of the Petition Date, the Junior Noteholders contend they are owed the following amounts on account of certain junior convertible notes: (i) a series of junior secured convertible notes in the approximate outstanding amount of $17.570 million; and (ii) a series of junior secured convertible notes in the approximate outstanding amount of $3.087 million. As between the Debtors' prepetition lenders, the holders of the JSC Notes and the Management JSC Notes, have third-priority liens against the ABL Collateral and the Term Collateral. The Debtors allege that the Junior Noteholders were fully unsecured claimants as of the Petition Date. Following a hearing on February 15, 2023, the Court entered its Interim Order (I) Authorizing Debtors to (A) Use Cash Collateral on a Limited Basis and (B) Obtain Postpetition Financing on a Secured, Superpriority Basis, (II) Granting Adequate Protection, (III) Scheduling a Final Hearing, and (IV) Granting Related Relief, granting interim approval to a DIP facility spearheaded by Invictus Global Management, LLC and Cantor Fitzgerald Securities, as administrative agent, for itself and for and on behalf of the other lenders party thereto. Under the Interim Invictus DIP Order, among other things, the Court permitted the Debtors to borrow up to $15 million under the Invictus DIP Facility. On March 2, 2023, the Debtors filed a motion for authority to enter in to a new DIP facility with one of the ABL Lenders, 1903P Loan Agent, LLC. On April 11, 2023, Invictus and its affiliate Invictus Special Situations Master I, L.P. acquired 1903's position under the 1903 DIP Facility. On April 28, 2023, the Court entered its Order Approving (I) the Sale of Certain of the Debtors' Assets Free and Clear of all Liens, Claims, Encumbrances, and Interests, (II) the Agreement, and (III) Granting Related Relief, pursuant to which the Court approved a transaction between the Debtors and Hilco Merchant Resources, LLC. Hilco is conducting going-out-of-business sales at the Debtors' stores. Certain of the Debtors' lenders no longer believed the DIP budget attached to the Final 1903 DIP Order should govern the Debtors' continued use of cash collateral given that, in their view, it was premised on operating a going concern rather than a liquidation. The Debtors remain obligated to fund certain expenses under the Hilco transaction approved pursuant to the Sale Order. As adequate protection of the interests in the cash collateral of the FILO C Lender, the Term Lenders, Cantor, and Invictus, the Debtors' use of cash collateral is subject to: (i) the Final Wind Down Budget, which provides, inter alia, the funding needed for the Debtors to perform under their agreement with Hilco, address post-closing issues with Hilco, and carry out their fiduciary duties; and (ii) the Debtors supporting the entry of a scheduling order providing for a hearing on or about July 14, 2023 on (a) the Debtors' request to pay the FILO C Lender in full as adequate protection and (b) the determination of any Requests of the Remaining Secured Creditors. Further, as adequate protection to Cantor and Invictus, the Debtors will pay the July 2023 monthly non-default rate interest payments to Invictus. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=Wxld58 from PacerMonitor.com. The Debtor projects total estate operating disbursements, on a weekly basis as follows: $4,526,000 for the week ending June 24, 2023; $186,000 for the week ending July 1, 2023; $193,000 for the week ending July 8, 2023; $108,000 for the week ending July 15, 2023; $1,139,000 for the week ending July 22, 2023; and $1,656,000 for the week ending July 29, 2023. About Tuesday Morning Dallas, Texas-based Tuesday Morning Corporation is an off-price retailer specializing in products for the home, including upscale home textiles, home furnishings, housewares, gourmet food, toys and seasonal decor, at prices generally below those found in boutique, specialty and department stores, catalogs and on-line retailers. Tuesday Morning and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 23-90001) on Feb. 14, 2023. The Debtors said both assets and liabilities, on a consolidated basis, range from $100 million to $500 million. Judge Edward L. Morris presides over the cases. The Debtors tapped Munsch Hardt Kopf & Harr, P.C., as bankruptcy counsel; Phelanlaw as special counsel; Force Ten Partners LLC as financial advisor; and Piper Sandler & Co. as investment banker. Stretto, Inc., is the claims and noticing agent. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors. The committee is represented by the law firms of Fox Rothschild, LLP and Lowenstein Sandler, LLP. Province, LLC serves as the committee's financial advisor. TWILIGHT HAVEN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Twilight Haven, a California non-profit corporation 1717 S. Winery Ave. Fresno, CA 93727 Business Description: Twilight Haven operates as a non-profit corporation offering affordable independent senior apartments, assisted living apartments as well as skilled nursing services within its 10 acre campus. Chapter 11 Petition Date: June 22, 2023 Court: United States Bankruptcy Court Eastern District of California Case No.: 23-11332 Judge: Hon. Rene Lastreto II Debtor's Counsel: Riley C. Walter, Esq. WANGER JONES HELSLEY 265 E. River Park Circle, Ste. 310 Fresno, CA 93720-1563 Tel: (559) 233-4800 Email: rwalter@wjhattorneys.com Total Assets: $12,592,133 Total Liabilities: $3,005,377 The petition was signed by Kristine Williams as chief executive officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/O6MHVXA/Twilight_Haven_a_California_non-profit__caebke-23-11332__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. California Department of Public Health $160,000 2. L&J Telesmanic Rehab Systems, Inc. $111,305 3. The Law Offices of Gregory J. Smith $59,602 4. Sysco Central California, Inc. $44,704 5. Great American Risk Solutions $25,000 6. BankDirect Capital Finance $24,871 7. Hinds Hospice $23,433 8. Jethro Medical $19,756 9. Care West Insurance Company $18,041 10. Point Click Care Technologies Inc $15,672 11. City of Fresno $15,309 12. Visa Credit Card $14,874 13. Nagare Quality Air Conditioning Inc. $13,743 14. PG&E $12,133 15. Stephen M. Grossman, MD $12,000 16. Model Drug $11,361 17. Briner & Son Landscape Management $11,300 18. Sierra HR Partners, Inc. $9,883 19. Roto Rooter $9,475 20. Kaiser Foundation $8,340 UNITED SAFETY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: United Safety and Alarms, Inc. DBA Benham Network Security FDBA Bright Line FDBA Benham Protective Services FDBA Electronic Security Systems FDBA The Hamilton Co. FDBA Benham Safety 5555 N. Nob Hill Road Sunrise, FL 33351 Business Description: United Safety has developed and implemented comprehensive security and surveillance systems for homes, businesses, events and government organizations and home security systems in North West Florida. Chapter 11 Petition Date: June 21, 2023 Court: United States Bankruptcy Court Southern District of Florida Case No.: 23-14861 Judge: Hon. Scott M. Grossman Debtor's Counsel: Paul J. Battista, Esq. VENABLE LLP 100 SE 2nd St. 44th Floor Miami, FL 33131 Tel: 305-349-2300 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sherif Assal as sole director. 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/SYIEAJA/United_Safety_and_Alarms_Inc__flsbke-23-14861__0001.0.pdf?mcid=tGE4TAMA WWEX UNI: DoubleLine OCF Marks $50,000 Loan at 15% Off ------------------------------------------------------ DoubleLine Opportunistic Credit Fund has marked its $50,000 loan extended to WWEX UNI Topco Holdings, LLC to market at $42,250 or 85% of the outstanding amount, as of March 31, 2023, according to a disclosure contained in DoubleLine OCF's Form N-CSR for the Quarterly Period ended March 31, 2023, filed with the Securities and Exchange Commission. DoubleLine OCF is a participant in a Senior Secured Second Lien Term Loan (3 Month LIBOR USD + 7.00%, 0.75% Floor) to WWEX UNI Topco Holdings, LLC. The loan accrues interest at a rate of 12.16% per annum. The loan matures on July 26, 2029. DoubleLine Opportunistic Credit Fund (NYSE: "DBL") was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund is currently operating as a diversified fund. The Fund was organized as a Massachusetts business trust on July 22, 2011 and commenced operations on January 27, 2012. WWEX UNI Topco Holdings, LLC is headquartered in Dallas, Texas and is a non-asset based third party logistics services provider to a wide array of end-markets and customers. The company is owned by private equity sponsors, CVC Capital Partners, Providence Equity Partners, PSG, Ridgemont Equity Partners and management. [^] BOOK REVIEW: PANIC ON WALL STREET ------------------------------------- A History of America's Financial Disasters Author: Robert Sobel Publisher: Beard Books Softcover: 469 Pages List Price: $34.95 Review by: Gail Owens Hoelscher http://www.beardbooks.com/beardbooks/panic_on_wall_street.html "Mere anarchy is loosed upon the world, the blood-dimmed tide is loosed, and everywhere the ceremony of innocence is drowned; the best lack all conviction, while the worst are full of passionate intensity." What a terrific quote to find at the beginning of a book on a financial catastrophe! First published in 1968. Panic on Wall Street covers 12 of the most painful episodes in American financial history between 1768 and 1962. Author Robert Sobel chose these particular cases, among a dozen or so others, to demonstrate the complexity and array of settings that have led to financial panics, and to show that we can only make; the vaguest generalizations" about financial panic as a phenomenon. In his view, these 12 all had a great impact on Americans of the time, "they were dramatic, and drama is present in most important events in history." They had been neglected by other financial historians. They are: William Duer Panic, 1792 Crisis of Jacksonian Fiannces, 1837 Western Blizzard, 1857 Post-Civil War Panic, 1865-69 Crisis of the Gilded Age, 1873 Grant's Last Panic, 1884 Grover Cleveland and the Ordeal of 183-95 Northern Pacific Corner, 1901 The Knickerbocker Trust Panic, 1907 Europe Goes to War, 1914 Great Crash, 1929 Kennedy Slide, 1962 Sobel tells us there is no universally accepted definition if financial panic. He quotes William Graham Sumner, who died long before the Great Crash of 1929, describing a panic as "a wave of emotion, apprehension, alarm. It is more or less irrational. It is superinduced upon a crisis, which is real and inevitable, but it exaggerates, conjures up possibilities, take away courage and energy." Sobel could find no "law of panics" which might allow us to predict them, but notes their common characteristics. Most occur during periods of optimism ("irrational exuberance?"). Most arise as "moments of truth," after periods of self-deception, when players not only suddenly recognize the magnitude of their problems, but are also stunned at their inability to solve them. He also notes that strong financial leaders may prove a mitigating factor, citing Vanderbilt and J.P. Morgan. Sobel concludes by saying that although financial panics have proven as devastating in some ways as war, and while much research has been carried out on war and its causes, little research has been done on financial panics. Panics on Wall Street stands as a solid foundation for later research on the topic. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. 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